Quarterly Report (10-q)

Date : 05/15/2019 @ 9:56PM
Source : Edgar (US Regulatory)
Stock : Spectrum Global Solutions, Inc. (SGSI)
Quote : 0.125  -0.035 (-21.88%) @ 8:59PM

Quarterly Report (10-q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2019

 

Or

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to               

 

Commission File Number 000-53461

 

SPECTRUM GLOBAL SOLUTIONS, INC.  

(Exact name of registrant as specified in its charter)

 

Nevada   26-0592672
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification No.)
     
300 Crown Oak Centre Drive, Longwood, Florida   32750
(Address of principal executive offices)   (Zip Code)

 

407-512-9102

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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, smaller reporting company, or an emerging growth company. See the 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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO

 

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 stock

  SGSI   OTCQB

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

33,557,903 common shares issued and outstanding as of May 14, 2019

 

 

 

 

 

Table of Contents

 

PART I – FINANCIAL INFORMATION 1
Item 1. Financial Statements 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32
Item 3. Quantitative and Qualitative Disclosures About Market Risk 37
Item 4. Controls and Procedures 37
PART II – OTHER INFORMATION 38
Item 1. Legal Proceedings 38
Item 1A. Risk Factors 38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38
Item 3. Defaults Upon Senior Securities 39
Item 4. Mine Safety Disclosures 39
Item 5. Other Information 39
Item 6. Exhibits 39
SIGNATURES 40

 

i

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The unaudited interim consolidated financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars, unless otherwise noted.

 

SPECTRUM GLOBAL SOLUTIONS, INC.

 

 

Page

Number

   
Condensed Consolidated balance sheets as of March 31, 2019 (unaudited) and December 31, 2018 2
   
Condensed Consolidated statements of operations for the three months ended March 31, 2019 and 2018 (unaudited) 3
   
Condensed Consolidated statements of stockholder’s equity (deficit) for the three months ended March 31, 2019 and 2018 4
   
Condensed Consolidated statements of cash flows for the three months ended March 31, 2019 and 2018 (unaudited) 5
   
Notes to unaudited condensed consolidated financial statements 6

 

1

 

SPECTRUM GLOBAL SOLUTIONS, INC.

Condensed consolidated balance sheets

(Expressed in U.S. dollars)

 

    March 31,     December 31,  
    2019     2018  
    $     $  
    (unaudited)        
ASSETS            
Current assets            
Cash     966,790       620,593  
Accounts receivable (net of allowance for doubtful accounts of $514,302 and $502,868, respectively)     7,759,001       6,562,182  
Contract assets     2,227,195       1,861,895  
Prepaid expenses and deposits     262,775       22,682  
Total current assets     11,215,761       9,067,352  
Property and equipment (net of accumulated depreciation of $1,027,977 and $1,020,959, respectively)     106,779       61,257  
Goodwill     2,505,615       1,834,856  
Customer lists (net of accumulated amortization of $249,121 and $187,299, respectively)     2,588,427       850,249  
Tradenames (net of accumulated amortization of $143,922 and $118,810, respectively)     1,361,683       1,086,795  
Operating lease right-of use assets     232,325       -  
Other assets     26,296       29,887  
Total assets     18,036,886       12,930,396  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities                
Accounts payable and accrued liabilities     7,162,898       5,472,108  
Contract liabilities     449,950       -  
Loans payable     6,134,673       3,637,078  
Loans payable to related parties     313,858       313,858  
Convertible debentures (net of discount of $1,360,735 and $1,770,073, respectively)     5,188,558       4,842,391  
Derivative liability     2,874,674       3,166,886  
Warrant liability     100,000       100,000  
Operating lease liabilities     233,191       -  
Total current liabilities     22,457,802       17,532,321  
                 
Mezzanine equity                
Preferred stock authorized: 8,000,000 Series A preferred stock, par value $0.00001 Issued and outstanding: 899,427 (December 31, 2018 – 899,427) shares     604,877       604,877  
Preferred stock authorized: 1,000 Series B preferred stock, stated value $3,500 Issued and outstanding: 1,000 (December 31, 2018 – 1,000) shares     484,530       484,530  
                 
Stockholders’ deficit                
Common stock Authorized: 750,000,000 shares, par value $0.00001 Issued 14,826,590 (December 31, 2018- 12,907,869); Outstanding: 9,006,147 (December 31, 2018 – 7,087,426)     148       77  
Additional paid-in capital     20,194,915       18,681,390  
Treasury stock, at cost     (277,436 )     (277,436 )
Common stock subscribed     74,742       74,742  
Accumulated deficit     (25,502,692 )     (24,170,105 )
Total stockholders’ deficit     (5,510,323 )     (5,691,332 )
Total liabilities and stockholders’ deficit     18,036,886       12,930,396  

 

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

 

2

 

SPECTRUM GLOBAL SOLUTIONS, INC.

Consolidated statements of operations

(Expressed in U.S. dollars)

(Unaudited)

   

Three Months

Ended
March 31,

    Three Months Ended
March 31,
 
    2019$     2018$  
             
Revenue     11,335,732       4,327,764  
                 
Operating expenses                
Cost of revenues     8,824,165       3,784,520  
Depreciation and amortization     93,952       47,833  
General and administrative     1,044,708       661,298  
Salaries and wages     1,358,208       577,604  
                 
Total operating expenses     11,321,033       5,071,255  
                 
Income (loss) from operations     14,699       (743,491 )
                 
Other income (expense)                
Gain on settlement of debt     164,467       561,963  
Gain on extinguishment of preferred stock liability           287,815  
Amortization of discounts on convertible debentures and notes payable     (661,352 )     (654,087 )
Gain (loss) on change in fair value of derivatives     (369,391 )     806,621  
Interest expense     (471,412 )     (179,325 )
Total other income (expense)     (1,337,688 )     822,987  
                 
Net income (loss) before income taxes     (1,322,987 )     79,496  
                 
Provision for income taxes     (9,600 )      
                 
Net income (loss)     (1,332,587 )     79,496  
                 
Less: net loss attributable to the non-controlling interest           54,773  
                 
Net income (loss) attributable to Spectrum Global Solutions, Inc. common shareholders     (1,332,587 )     134,269  
                 
Net income (loss) per share attributable to Spectrum Global Solutions, Inc. common shareholders:                
Basic     (0.11 )     0.06  
Diluted     (0.11 )     0.03  
                 
Weighted average number of shares outstanding used in the calculation of net income (loss) attributable to Spectrum Global Solutions, Inc. per common share:                
Basic     11,771,927       2,225,809  
Diluted     11,771,927       8,429,006  

 

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

 

3

 

SPECTRUM GLOBAL SOLUTIONS, INC.

Consolidated statements of stockholder’s deficit

For the Three Months Ended March 31, 2019 and 2018

(Unaudited)

 

    Common Stock     Additional
paid-in
    Common
stock
    Treasury     Accumulated     Non-
controlling
    Total
stockholders’
 
    Number     Amount
$
    capital
$
    subscribed
$
    Stock
$
    deficit
$
    interest
$
    deficit
$
 
                                                 
Balance, December 31, 2017     2,115,136       21       15,909,612       74,742             (22,322,725 )     (88,650 )     (6,427,000 )
                                                                 
Shares issued upon conversion of convertible debt     188,274       2       526,367                               526,369  
                                                                 
Warrant issued to acquire non-controlling interest                 (125,744 )                       (133,254 )     (258,998 )
                                                                 
Shares issued for services                 312,561                               312,561  
                                                                 
Net loss for the period                                   134,269       (54,773 )     79,496  
                                                                 
Balance, March 31, 2018     2,303,410       23       16,622,796       74,742             (22,188,456 )     (276,677 )     (5,767,572 )

 

    Common Stock     Additional
paid-in
    Common
stock
    Treasury     Accumulated     Non-
controlling
    Total
stockholders’
 
    Number     Amount
$
    capital
$
    subscribed
$
    Stock
$
    deficit
$
    interest
$
    deficit
$
 
                                                 
Balance, December 31, 2018     7,708,684       77       18,681,390       74,742       (277,436 )     (24,170,105 )           (5,691,332 )
                                                                 
Shares issued upon conversion of convertible debt     4,248,675       42       1,042,211                               1,042,253  
                                                                 
Shares issued for services     2,869,231       29       471,314                               471,343  
                                                                 
Net loss for the period                                   (1,332,587 )           (1,332,587 )
                                                                 
Balance, March 31, 2019     14,826,590       148       20,194,915       74,742       (277,436 )     (25,502,692 )           (5,510,323 )

 

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements) 

 

4

 

SPECTRUM GLOBAL SOLUTIONS, INC.

Consolidated statements of cash flows

(Expressed in U.S. dollars)

(Unaudited)

 

   

Three Months

Ended
March 31,

    Three Months Ended
March 31,
 
    2019$     2018$  
Operating activities            
             
Net income (loss)     (1,332,587 )     79,496  
Adjustments to reconcile net loss to net cash used in operating activities:                
Loss (gain) on change in fair value of derivative liability     369,391       (806,621 )
Amortization of discounts on convertible debentures and notes payable     661,352       654,087  
Depreciation and amortization     93,952       47,833  
Amortization of  operating right of use assets     37,016        
Foreign exchange loss (gain)           6,365  
Shares issued for services     471,343        
Original issue discount     20,000        
Stock-based compensation on options and warrants           312,561  
Derivative warrants issued for services           68,536  
(Gain) loss on settlement of debt     (164,468 )     (561,963 )
Gain on extinguishment of preferred stock liability           (287,815 )
Changes in operating assets and liabilities:                
Accounts receivable     (1,131,653 )     184,723  
Contract assets     (365,300 )      
Prepaid expenses and deposits     390,717       20,774  
Accounts payable and accrued liabilities     961,180       (380,379 )
Other assets     3,591       5,813  
Operating lease liabilities     (36,150 )      
Contract liabilities     (523,083 )      
Net cash used in operating activities     (544,700 )     (656,590 )
Investing activities                
Net cash paid on acquisition     (941,593 )      
Cash received on acquisition           191,744  
Purchase of equipment     (52,540 )     (8,889 )
Net cash (used in) investing activities     (994,133 )     (182,855 )
Financing activities                
Repayment of loan payable     (6,147,609 )     (386,125 )
Proceeds from notes payable     8,367,190       616,306  
Proceeds from issuance of convertible debentures           500,000  
Repayment of convertible notes     (334,552 )      
Net cash provided by financing activities     1,885,029       730,181  
Change in cash     346,197       256,446  
Cash, beginning of period     620,593       28,893  
Cash, end of period     996,790       285,339  
Non-cash investing and financing activities:                
Common stock issued for conversion of notes payable     1,042,254       92,703  
Net assets acquired in TNS Acquisition     935,834        
Convertible note issued in TNS acquisition     665,000        
Net assets acquired in ADEX Acquisition           4,332,577  
Warrant issued for non-controlling interest           133,256  
Preferred stock issued to settle notes payable and accrued interest           439,560  
Preferred stock issued to settle derivative liabilities           291,064  
Preferred stock issued for prepaid expenses           13,820  
Debt issuance cost           247,500  
Original issue discounts     20,000       402,500  
Third party payment of third-party debt     150,000        
Original debt discount against derivative liability     189,000       1,487,000  
                 
Supplemental disclosures:                
Interest paid     206,467       4,622  
Income taxes paid            

 

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

 

5

 

SPECTRUM GLOBAL SOLUTIONS, INC.

Notes to the unaudited condensed consolidated financial statements

March 31, 2019

(Expressed in U.S. dollars) 

 

1. Organization and Going Concern

 

Spectrum Global Solutions, Inc., (the “Company”) (f/k/a Mantra Venture Group Ltd.) was incorporated in the State of Nevada on January 22, 2007 to acquire and commercially exploit various new energy related technologies through licenses and purchases. On December 8, 2008, the Company continued its corporate jurisdiction out of the State of Nevada and into the province of British Columbia, Canada. On April 25, 2017, the Company entered into and closed on an Asset Purchase Agreement with InterCloud Systems, Inc. (“InterCloud”). Pursuant to the terms of the Asset Purchase Agreement, the Company purchased 80.1% of the assets associated with InterCloud’s “AW Solutions” business. After the acquisition of AW Solutions, the Company provides professional, multi-service line, telecommunications infrastructure and outsource services to the wireless and wireline industry. On November 15, 2017, the Company changed its name to “Spectrum Global Solutions, Inc.” On February 14, 2018, the Company entered into an agreement with InterCloud providing for the sale, transfer, conveyance and delivery to the Company of the remaining 19.9% of the assets associated with InterCloud’s AWS business not already purchased by the Company.

 

On February 6, 2018, the Company entered into and closed on a Stock Purchase Agreement with InterCloud Systems, Inc. (“InterCloud”). Pursuant to the terms of the Stock Purchase Agreement, the Company purchased all of the issued and outstanding capital stock and membership interests of ADEX Corp. (“ADEX”). The Company closed and completed the acquisition on February 27, 2018. After the acquisition of ADEX, the Company provides professional, multi-service line, telecommunications infrastructure, outsource services and staffing solutions to the wireless and wireline industry. On May 18, 2018, the Company transferred all of its ownership interests in and to its subsidiaries Carbon Commodity Corporation, Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., Mantra Wind Inc., Climate ESCO Ltd. and Mantra Energy Alternatives Ltd. to an entity controlled by the Company’s former Chief Executive Officer, Larry Kristof. The new owner of the aforementioned entities assumed all liabilities and obligations with respect to such entities. On January 4, 2019, the Company closed a Stock Purchase Agreement InterCloud. Pursuant to the terms of the Purchase Agreement, InterCloud agreed to sell, and the Company agreed to purchase, all of the issued and outstanding capital stock of TNS, Inc., an Illinois corporation (“TNS”).

 

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The recently acquired AW Solutions and ADEX business has also incurred losses and experienced negative cash flows from operations during its most recent fiscal years. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. As of March 31, 2019, the Company has an accumulated deficit of $25,502,692, and a working capital deficit of $11,242,041. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These consolidated 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.

 

Management requires additional funds over the next twelve months to fully implement its business plan. Management is currently seeking additional financing through the sale of equity and from borrowings from private lenders to cover its operating expenditures. There can be no certainty that these sources will provide the additional funds required for the next twelve months. 

 

6

 

2. Significant Accounting Policies

 

a) Condensed financial statements

 

The accompanying unaudited interim consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Form 10-K for the year ended December 31, 2018. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

 

b) Basis of Presentation/Principles of Consolidation

 

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its subsidiaries, AW Solutions, Inc. (from the date of acquisition, April 25, 2017), Tropical Communications, Inc. (from the date of acquisition, April 25, 2017), AW Solutions Puerto Rico LLC. (from the date of acquisition, April 25, 2017), ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (from the date of acquisition, February 27, 2018), TNS, Inc. (from the date of acquisition, January 4, 2019). All the subsidiaries are wholly-owned. During the year ended December 31, 2018, the Company disposed of the following subsidiaries; Carbon Commodity Corporation, Climate ESCO Ltd., Mantra Energy Alternatives Ltd., Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., and Mantra Wind Inc. All inter-company balances and transactions have been eliminated.

 

c) Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, 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. 

 

d) Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

 

7

 

e) Accounts Receivable

 

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company records unbilled receivables for services performed but not billed. Management reviews a customer’s credit history before extending credit. The Company maintains an allowance for doubtful accounts for estimated losses. Estimates of uncollectible amounts are reviewed each period, and changes are recorded in the period in which they become known. Management analyzes the collectability of accounts receivable each period. This review considers the aging of account balances, historical bad debt experience, and changes in customer creditworthiness, current economic trends, customer payment activity and other relevant factors. Should any of these factors change, the estimate made by management may also change. The allowance for doubtful accounts at March 31, 2019 and December 31, 2018 was $514,032 and $502,868, respectively.

  

f) Property and Equipment

 

Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates:

 

Automotive   3-5 years straight-line basis
Computer equipment and software   3-7 years straight-line basis
Leasehold improvements   5 years straight-line basis
Office equipment and furniture   5 years straight-line basis
Research equipment   5 years straight-line basis

 

g) Goodwill

 

Goodwill was generated through the acquisition of AW Solutions, ADEX and TNS as the total consideration paid exceeded the fair value of the net assets acquired.

 

The Company tests its goodwill for impairment at least annually on December 31 st and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company’s consolidated financial results.

 

The Company tests goodwill by estimating fair value using a Discounted Cash Flow (“DCF”) model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant’s weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during the three months ended March 31, 2019.

 

h) Intangible Assets

 

At March 31, 2019 and December 31, 2018, definite-lived intangible assets primarily consist of non-compete agreements, tradenames and customer relationships which are being amortized over their estimated useful lives ranging from 3-20 years.

 

The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.

 

For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value.

 

8

 

i) Long-lived Assets

 

In accordance with ASC 360, “ Property, Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. There were no impairment charges recorded during the three months ended March 31, 2019.

 

j) Foreign Currency Translation

 

Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.

 

The Company’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into U.S. dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income.

  

k) Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Accounting for Income Taxes ”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

The Company conducts business, and files federal and state income, franchise or net worth, tax returns in Canada, the United States, in various states within the United States and the Commonwealth of Puerto Rico. The Company determines it’s filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2010 to 2018. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above.

 

Significant management judgment is required in determining the provision for income taxes, and in particular, any valuation allowance recorded against the Company’s deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods. The realization of these assets is dependent on generating future taxable income.

 

9

 

The Company follows the guidance set forth within ASC Topic 740, “ Income Taxes ” (“ASC Topic 740”) which prescribes a two-step process for the financial statement recognition and measurement of income tax positions taken or expected to be taken in an income tax return. The first step evaluates an income tax position in order to determine whether it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. The second step measures the benefit to be recognized in the financial statements for those income tax positions that meet the more likely than not recognition threshold. ASC Topic 740 also provides guidance on de-recognition, classification, recognition and classification of interest and penalties, accounting in interim periods, disclosure and transition. Penalties and interest, if incurred, would be recorded as a component of current income tax expense.

 

The Company received a tax notice from the Puerto Rican government requesting payment of taxes related to 2014 in the amount of $156,711 plus penalties and interest of $111,200 for a total obligation due of $267,911. This tax assessment is included in accrued expenses at March 31, 2019.

 

l) Revenue Recognition

 

Revenue from Contracts with Customers

 

Adoption of New Accounting Guidance on Revenue Recognition

 

On May 28, 2014, FASB issues Topic 606. As of January 1, 2018, the Company adopted Topic 606 using the modified retrospective approach applied to any contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior periods continue to be reported in accordance with previous accounting guidance. The Company determined that no cumulative effect adjustment to accumulated deficit was necessary upon adoption as there were no significant revenue recognition differences identified between the new and previous accounting guidance.

 

The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied.

 

Contract Types

 

The Company’s contracts fall under three main types: 1) unit-price, 2) fixed-price, and 3) time-and-materials. Unit-price contracts relate to services being performed and paid on a unit basis, such as per mile of construction completed. Fixed-price contracts are based on purchase order line items that are billed on individual invoices as the project progresses and milestones are reached. Time-and-materials contracts include employees working permanently at customer locations and materials costs incurred by those employees.

 

A significant portion of the Company’s revenues come from customers with whom the Company has a master service agreement (“MSA”). These MSA’s generally contain customer specific service requirements.

 

Performance Obligations

 

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company’s different revenue service types the performance obligation is satisfied at different times. For professional services revenue, the performance obligation is met when the work is performed. In certain cases this may be each day, or each week depending on the customer. For construction services, the performance obligation is met when the work is completed and the customer has approved the work. Contract assets include unbilled amounts for services performed but not yet billed. These amounts are included in accounts receivable on the consolidated balance sheets. Contract liabilities include unbilled costs and are included in accrued expenses on the consolidated balance sheets.

 

10

 

Revenue Service Types

 

The following is a description of the Company’s revenue service types, which include professional services and construction:

 

Professional services are services provided to the clients where the company delivers distinct contractual deliverables and/or services. Deliverables may include but are not be limited to: engineering drawings, designs, reports and specification. Services may include, but are not be limited to: consulting or professional staffing to support our client’s objectives. Consulting or professional staffing services may be provided remotely or on client premises and under their direction and supervision.

 

Construction Services are services provided to the client where the Company may self-perform or subcontract services that require the physical construction of infrastructure or installation of equipment and materials.

 

Disaggregation of Revenues

 

The Company disaggregates its revenue from contracts with customers by service type, contract type, contract duration, and timing of transfer of goods or services. See the below tables:

 

Revenue by service type  

Three Months

Ended

March 31,

2019

$

   

Three Months

Ended

March 31,

2018

$

 
Professional services     5,935,226       3,366,569  
Construction     5,400,506       961,195  
Total     11,335,732       4,327,764  

 

Revenue by contract duration  

Three Months

Ended

March 31,

2019

$

   

Three Months

Ended

March 31,

2018

$

 
Short-term     65,430       43,278  
Long-term     11,270,302       4,284,486  
Total     11,335,732       4,327,764  

 

Revenue by contract type  

Three Months

Ended

March 31,

2019

$

   

Three Months

Ended

March 31,

2018

$

 
Unit-price     3,238,658       710,362  
Fixed-price     2,161,848       250,833  
Time-and-materials     5,935,226       3,366,569  
Total     11,335,732       4,327,764  

 

The Company also disaggregates its revenue by geographic location and operating segment (See Note 13).

 

11

 

Accounts Receivable

 

Accounts receivable include amounts from work completed in which the Company has billed. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable.

 

Contract Assets and Liabilities

 

Contract assets include unbilled amounts for services performed but not yet billed. These amounts are included in contract assets on the consolidated balance sheets. The Company records unbilled receivables for services performed but not billed. At March 31, 2019 and December 31, 2018, unbilled receivables totaled $2,227,195 and $1,861,895, respectively.

 

Contract liabilities include unbilled costs and are included in accrued expenses on the consolidated balance sheets.

  

m) Cost of Revenues

 

Cost of revenues includes all direct costs of providing services under our contracts, including costs for direct labor provided by employees, services by independent subcontractors, operation of capital equipment (excluding depreciation and amortization), direct materials, insurance claims and other direct costs.

 

n) Research and Development Costs

 

Research and development costs are expensed as incurred.

 

o) Stock-based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation ”, using the fair value method. 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 Company applies ASC 505-50, “ Equity-Based Payments to Non-Employees ” with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the measurement date.

 

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period.

 

p) Loss Per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings (loss) per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing the 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 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. As of March 31, 2019, the Company had 29,135,606 (March 31, 2018 – 6,177,776) common stock equivalents outstanding.

 

12

  

q) Comprehensive Loss

 

ASC 220, “ Comprehensive Income ,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2018 and 2017 the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.

 

  r) Leases

 

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases ("ASC 842") electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, the Company presented the disclosures which were required under ASC 840.

 

The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use ("ROU") assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

 

The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months as of January 1, 2019. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized lease incentives provided by lessors, and restructuring liabilities, Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

 

s) Recent Accounting Pronouncements

 

On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers, and all of the related amendments (“new revenue standard”) as discussed in Revenue Recognition accounting policy description.

 

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which, among other things, requires an entity to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, including operating leases. Expanded disclosures with additional qualitative and quantitative information are also required. ASU 2016-02 and its amendments are effective for interim and annual reporting periods beginning after December 15, 2018 and early adoption was permitted.

 

The Company adopted ASU 2016-02 and its amendments and applied the transition provisions as of January 1, 2019, which included recognizing a cumulative-effect adjustment through opening retained earnings as of that date. Prior year amounts were not recast under this transition approach and, therefore, prior year amounts are excluded from the leased properties footnote. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, the Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company elected a policy of not recording leases on its condensed consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The Company recognizes payments on these leases within selling, administrative and other expenses on a straight-line basis over the lease term. The standard did not materially impact consolidated net income or liquidity.

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations

 

t) Concentrations of Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company maintains its cash balances with high-credit-quality financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits may be withdrawn upon demand and therefore bear minimal risk.

 

The Company provides credit to customers on an uncollateralized basis after evaluating client creditworthiness. For the three months ended March 31, 2019, four customers accounted for 30%, 18%, 10% and 10%, respectively, of consolidated revenues for the period. In addition, amounts due from these customers represented 30%, 20%, 7% and 5%, respectively, of trade accounts receivable as of March 31, 2019. For the three months ended March 31, 2018, two customers accounted for 22% and 18%, respectively, of consolidated revenues for the period.

 

The Company’s customers are primarily located within the domestic United States of America and Puerto Rico. Revenues generated within the domestic United States of America accounted for approximately 97% of consolidated revenues for the three month period ended March 31, 2019 (89% - 2018). Revenues generated from customers in Puerto Rico accounted for approximately 3% of consolidated revenues for the three month period ended March 31, 2019 (11% - 2018).

 

13

 

u) Fair Value Measurements

 

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

 

Level 1 – quoted prices for identical instruments in active markets.

 

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and.

 

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

  

Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the three months ended March 31, 2019 and 2018. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

 

Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2018 and December 31, 2017, consisted of the following:

 

    Total fair value at
March 31, 2019
$
    Quoted prices
in active markets
(Level 1)
$
    Significant other
observable inputs
(Level 2)
$
    Significant
unobservable inputs
(Level 3)
$
 
                         
Description:                        
Derivative liability (1)     2,874,674                   2,874,674  

 

    Total fair value at
December 31,
2018
$
    Quoted prices
in active markets
(Level 1)
$
    Significant other observable inputs
(Level 2)
$
    Significant unobservable inputs
(Level 3)
$
 
                         
Description:                        
Derivative liability (1)     3,166,886                   3,166,886  

 

(1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model and/or a Binomial Model.

 

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 9 for additional information.

 

14

 

v) Derivative Liabilities

 

The Company accounts for derivative instruments in accordance with ASC Topic 815, “ Derivatives and Hedging ” and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of March 31, 2019, and December 31, 2018, the Company had a $2,784,674 and $3,166,886 derivative liability, respectively.

 

  w) Sequencing Policy

 

Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy.

  

x) Reclassifications

 

Certain balances in previously issued consolidated financial statements have been reclassified to be consistent with the current period presentation. The reclassification had no impact on total financial position, net income, or stockholders’ equity.

 

3.

Acquisition of TNS, Inc.

 

On January 4, 2019, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with InterCloud Systems, Inc., a Delaware corporation (“InterCloud”). Pursuant to the terms of the Purchase Agreement, InterCloud agreed to sell, and the Company agreed to purchase, all of the issued and outstanding capital stock of TNS, Inc., an Illinois corporation (“TNS”). The Company closed and completed the acquisition on January 4, 2019.

 

The purchase price paid by the Company for the includes $980,000 in cash, paid at closing, and the issuance to InterCloud of a convertible promissory note in the aggregate principal amount of $620,000 (the “Note”).

 

The Company has performed a valuation analysis of the fair market value of TNS’ assets and liabilities. The provisional fair value of the purchase consideration issued to the sellers of TNS was allocated to the net tangible assets acquired. We accounted for the acquisition of TNS as the purchase of a business under GAAP under the acquisition method of accounting, the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of our company. The excess of the aggregate fair value of the net tangible assets has been allocated to an intangible asset, value of customer accounts and the remainder to goodwill. The purchase price allocation was based, in part, on management’s knowledge of TNS' business and is preliminary. Once we complete our analysis to finalize the purchase price allocation, which includes finalizing the valuation report from a third-party appraiser and a review of potential intangible assets, it is reasonably possible that, there could be significant changes to the preliminary values below.

 

The following table summarizes the allocation of the preliminary purchase price as of the acquisition date:

 

Provisional Purchase Consideration      
$620,000 Convertible Note   $ 665,000  
Cash     980,000  
Total Purchase Price   $ 1,645,000  
         
Preliminary Allocation of Purchase Price        
Cash   $ 38,407  
Accounts receivable, net     65,166  
Prepaid expenses     630,810  
Customer lists *     1,800,000  
Tradenames *     300,000  
Goodwill *     670,759  
Accounts payable     (275,331 )
Accrued expenses     (611,778 )
Contract liabilities     (973,033 )
Net assets acquired   $ 1,645,000  

  

* The Company is reviewing for potential identifiable intangible assets, which may potentially change the value allocated to intangible assets.

 

15

 

The following table summarizes our consolidated results of operations for the year ended December 31, 2018, as well as unaudited pro forma consolidated results of operations as though the acquisition had occurred on January 1, 2018:

 

    March 31,
2019
$
    March 31,
2018
$
 
    As Reported     Pro Forma     As Reported     Pro Forma  
                         
Net Sales     11,335,732       11,335,732       4,327,764       8,259,398  
Net Loss     (1,332,587 )     (1,340,141 )     134,269       1,243,947  
                                 
Earnings per common share:                                
                                 
Basic     (0.11 )     (0.11 )     0.06       0.56  
                                 
Diluted     (0.11 )     (0.11 )     0.03       0.16  

 

4. Property and Equipment

 

    March 31,
2019
$
    December 31,
2018
$
 
             
Computers and office equipment     331,987       329,937  
Equipment     382,140       382,140  
Research equipment     143,129       143,129  
Software     227,563       177,073  
Vehicles     94,356       94,356  
Vehicles under capital lease            
                 
Total     1,179,175       1,126,635  
                 
Less: impairment     (44,419 )     (44,419 )
Less: accumulated depreciation     (1,027,977 )     (1,020,959 )
                 
Equipment, Net     106,779       61,257  

 

During the three months ended March 31, 2019, the Company recorded $7,018 (2018 - $4,395) of depreciation expense.

  

5 . Intangible Assets

 

    Cost
$
    Accumulated amortization
$
    Impairment
$
    March 31,
2019
Net carrying value
$
    December 31,
2018
Net
carrying value
$
 
                               
Customer relationship and lists     2,837,548       249,121             2,588,427       850,249  
Trade names     1,505,605       143,922             1,361,683       1,086,795  
      4,343,153       393,043             3,950,110       1,937,044  

 

16

 

During the three months ended March 31, 2019, the Company recorded $86,934 (March 31, 2018 - $43,438) of amortization.

 

Estimated Future Amortization Expense:

 

    $  
For year ending December 31, 2019     260,453  
For year ending December 31, 2020     347,387  
For year ending December 31, 2021     347,387  
For year ending December 31, 2022     347,387  
For year ending December 31, 2023 to December 31, 2027     2,647,496  
Total     3,950,110  

 

6 . Related Party Transactions

 

  a) As at March 31, 2019, the Company owes $50,577 (December 31, 2018 - $51,889) to InterCloud, which is non-interest bearing, unsecured, and due on demand and included in accounts payable and accrued liabilities.

   

  b) On November 30, 2017, the Company received $18,858 pursuant to a promissory note issued to the Chief Executive Officer of the Company. The note issued was unsecured, due on November 30, 2018 and bears interest at a rate of 8% per annum. On November 30, 2018, the lender agreed to extend the maturity of the loan to November 30, 2019.  The Company accounted for the modification in accordance with ASC 470-50 “ Modifications and Extinguishments ”. In accordance with ASC 470-50, the Company accounted for the extension as a modification and no gain or loss was recognized.

 

  c) On November 30, 2017, the Company received $130,000 pursuant to a promissory note issued to the President of the Company. The note issued is unsecured, due on November 30, 2018 and bears interest at a rate of 8% per annum. On November 30, 2018, the lender agreed to extend the maturity of the loan to November 30, 2019. The Company accounted for the modification in accordance with ASC 470-50 “ Modifications and Extinguishments ”. In accordance with ASC 470-50, the Company accounted for the extension as a modification and no gain or loss was recognized.

 

  d) On April 13, 2018, the Company received $85,000 pursuant to a promissory note issued to the President of the Company. The note issued is unsecured, due on April 13, 2019 and bears interest at a rate of 8% per annum. At December 31, 2018, the amount of $85,000 was owed. On April 20, 2019, the note was amended with to a maturity date of April 20, 2020 and an interest rate of 10%.

    

  e) On April 23, 2018, each of Roger Ponder, the Company’s Chief Executive Officer, and Keith Hayter, the Company’s President, exchanged certain shares of common stock of the Company held by each of them for shares of the newly designated Series B Preferred Stock. Mr. Ponder exchanged 542,500 shares of common stock for an aggregate of 500 shares of Series B Preferred Stock, and Mr. Hayter exchanged 542,500 shares of common stock for an aggregate of 500 shares of Series B Preferred Stock.  The Company recorded the fair value of the Series B Preferred Stock of $484,530 as mezzanine equity and reduced common shares and additional paid in capital an equal amount.

 

  f)

On August 21, 2018, the Company received $80,000 pursuant to a promissory note issued to the President of the Company. The note issued is unsecured, due on August 20, 2019 and bears interest at a rate of 8% per annum. At March 31, 2019 and December 31, 2018, the amount of $80,000 was owed,

  

  g) On June 1, 2018, the Company entered into an employment agreement with the Chief Executive Officer of the Company. The agreement has a three year term and provides for base compensation of $350,000 per year as well as bonuses including stock options.

 

17

 

  h) On June 1, 2018, the Company entered into an employment agreement with the President of the Company. The agreement has a three year term and provides for base compensation of $340,000 per year as well as bonuses including stock options.

 

    March 31,
2019
    December 31,
2018
 
Promissory note issued to Roger Ponder, 10% interest, unsecured, matured on November 30, 2018 and extended to November 30, 2019   $ 18,858     $ 18,858  
Promissory note issued to Keith Hayter, 10% interest, unsecured, matured on November 30, 2018 and extended to November 30, 2019     130,000       130,000  
Promissory note issued to Keith Hayter, 8% interest, unsecured, matures April 10, 2019     85,000       85,000  
Promissory note issued to Keith Hayter, 8% interest, unsecured, matures August 20, 2019     80,000       80,000  
                 
Total   $ 313,858     $ 313,858  

 

7 . Loans Payable

 

  a) As of March 31, 2019, the amount of $49,121 (Cdn$63,300) (December 31, 2018 - $49,121 (Cdn$63,300)) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.

 

  b) As at March 31, 2019, the amount of $15,000 (December 31, 2018 - $15,000) is owed to non-related parties which is non-interest bearing, unsecured, and due on demand.

 

  c) As of March 31, 2019, the amounts of $7,500 and $2,636 (Cdn$3,400) (December 31, 2018 - $7,500 and $2,636 (Cdn$3,400)) are owed to a non-related party which are non-interest bearing, unsecured, and due on demand.

  

  d) In March 2012, the Company received $50,000 for the subscription of 10,000,000 shares of the Company’s common stock. During the year ended May 31, 2013, the Company and the subscriber agreed that the shares would not be issued and that the subscription would be returned. The subscription has been reclassified as a non-interest bearing demand loan until the funds are refunded to the subscriber.

 

  e) On August 4, 2015, the Company borrowed $50,000 pursuant to a promissory note. The note was due on September 4, 2015. The note bears interest at 120% per annum prior September 4, 2015, and at 180% per annum after September 4, 2015. The holder of the note was also granted the rights to buy 500 shares of the Company’s common stock at a price of $30 per share until August 4, 2017. During the year ended May 31, 2016, the Company repaid the $50,000 note and $1,200 of accrued interest remains owing. At March 31, 2019, and December 31, 2018, $1,200 of accrued interest remained owing.

 

  f) On April 12, 2017, received $12,000 pursuant to a promissory note. The note issued is unsecured, due on demand and bears interest at a rate of 10% per annum. At March 31, 2019 and December 31, 2018, the amount of $12,000 was owed.

    

  g) On October 10, 2018, the Company’s wholly-owned subsidiary, ADEX Corporation (the “Borrower”), entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with Heritage Bank of Commerce (the “Lender”). Under the Loan and Security Agreement, the Borrower may borrow an aggregate outstanding amount not to exceed the lesser of up to (i) $5,000,000 or (ii) the Borrowing Base (as defined in the Loan and Security Agreement) through one or more advances through October 10, 2020 (the “Maturity Date”), subject to the Lender’s satisfactory annual review of the Borrower on or around October 10, 2019. On the Maturity Date, all advances must be repaid. The Lender may, in its sole discretion and upon the Borrower’s request, make advances to the Borrower after the Maturity Date subject to the terms and conditions under the Loan and Security Agreement. Part of the proceeds of the initial credit extension of the Loan and Security Agreement were used to pay off borrowings owed to Prestige Capital Corporation described in Note 9(l).

 

Interest is payable under the Loan and Security Agreement at a per annum rate equal to the Prime Rate (as defined in the Loan and Security Agreement) plus 2%. The Borrower’s obligations under the Loan and Security Agreement are secured by all assets of the Company and ADEX Puerto Rico LLC. In addition, the Company issued a warrant (the “Warrant”) to the Lender to purchase an amount of shares of the Company’s common stock equal to $150,000 divided by the Warrant Price (as defined in the Warrant) at a price per share equal to 125% of the prior day’s closing price.

 

18

 

The Loan and Security Agreement provides that upon the occurrence of an event of default, among other things, all outstanding amounts under the Loan and Security Agreement or any portion thereof becomes immediately due and payable. Events of default under the Loan and Security Agreement include, among other items, the Borrower’s failure to comply with certain affirmative and negative covenants relating to the Company, its securities and its financial condition.

 

In connection with the financing, on October 10, 2018, the Company also issued a warrant to purchase 113,953 shares of the Company’s common stock at $1.25 per share for three years. The fair value of the warrants of $87,410 and $190,000 of debt issuance costs resulted in a discount to the note payable of $277,410. At December 31, 2018, the Company owed $3,483,015 pursuant to this agreement and will record accretion equal to the debt discount of $257,194 over the remaining term of the note. At during the three months ended March 31, 2019 the Company borrowed an additional $1,063,686 and recorded accretion of $108,014. At March 31, 2019, the Company owed $4,546,701 pursuant to this agreement and will record accretion equal to the debt discount of $149,180 over the remaining term of the note.

 

h) On January 4, 2019, the “Company, together with its subsidiaries, AW Solutions, Inc., AW Solutions Puerto Rico, LLC, Tropical Communications, Inc., ADEX Corp., ADEX Puerto Rico, LLC, and Telnet Solutions, Inc (collectively with the Company, the “Financing Parties”), entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Libertas Funding LLC, a Connecticut limited liability company (“Libertas”). Under the Financing Agreement, the Financing Parties sold to Libertas future receivables in an aggregate amount equal to $1,460,000 for a purchase price of $1,000,000.

 

Pursuant to the terms of the Financing Agreement, the Company agreed to pay Libertas $31,602 each week based upon an anticipated 20% of its future receivables until such time as $1,460,000 has been paid, a period Libertas and the Financing Parties estimated to be approximately eleven months. In the event that the Financing Agreement is paid off earlier than eleven months, there is a discount to the sum owed. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. The Company used the proceeds of the Financing Agreement for the acquisition of TNS, as discussed in Note 3.

 

On February 1, 2019, the Company fully repaid the Financing Agreement.

 

  i) At March 31, 2019, the Company owed $1,325,895 to WaveTech Global Inc. (“WaveTech”) pursuant to the Share Purchase Agreement described in Note 14. If the acquisition described does not close the advance has a term of 60 days and bears interest at 12%.

 

    March 31,
2019
    December 31,
2018
 
Promissory note issued to J. Thacker, non-interest bearing, unsecured and due on demand   $ 41,361     $ 41,361  
Promissory note issued to S. Kahn, non-interest bearing, unsecured and due on demand   $ 7,760     $ 7,760  
Promissory note issued to 0738856 BC Ltd, non-interest bearing, unsecured and due on demand     15,000       15,000  
Promissory note issued to Bluekey Energy, non-interest bearing, unsecured and due on demand     7,500       7,500  
Promissory note issued to 0738856 BC ltd non-interest bearing, unsecured and due on demand     2,636       2,636  
Subscription amount due to T. Warkentin non-interest bearing, unsecured and due on demand     50,000       50,000  
Promissory note issued to Old Main Capital LLC, 8% interest, unsecured and due on demand     12,000       12,000  
Promissory note issued to InterCloud Systems, Inc., non-interest bearing, unsecured and due on demand     275,000       275,000  
Loan with Heritage Bank of Commerce, interest rate of prime plus 2%, secured by all assets of the Company, matures October 20, 2020, net of debt discount of $149,180 and $257,194     4,397,521       3,225,821  
Loan with WaveTech Global, Inc., interest rate of 12%,  matured April 28, 2019     1,325,895       -  
                 
Total   $ 6,134,673     $ 3,637,078  

 

19

 

8. Convertible Debentures

 

a) On April 27, 2017, the Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion.     

 

The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging ”. The initial fair value of the conversion feature of $1,174,000 resulted in a discount to the note payable of $943,299. On December 15, 2017, February 14, 2018, February 21, 2018, June 7, 2018, January 24, 2019, and March 15, 2019 the holder of the convertible promissory note entered into agreement to sell and assign a total of $105,000, $105,000, $105,000, $39,375, $100,000 and $100,000 of the outstanding principal, respectively to a third party. The Company approved and is bound by the assignment and sale agreement. As a result of the assignment, the conversion price for the total of $354,375 of notes assigned is now equal to the lesser 70% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $8. The Company accounted for this assignment in accordance with ASC 470-50 “ Modifications and Extinguishments ”. In accordance with ASC 470-50, the Company accounted for the assignment as a debt extinguishment and adjusted the fair value of the derivative to its fair value on the assignment date. During the year ended December 31, 2018, the entire December 15, 2017 note of $105,000, the entire February 14, 2018 note of $105,000 and $55,000 of the February 21, 2018 $105,000 note was converted into 661,795 shares of common stock. The February 21, 2018, June 7, 2018, notes are described in Notes 8(b), and (c) respectively. The January 24, 2019 and March 15, 2019 assignments are described in Note 8(d). At March 31, 2019, the carrying value of the notes was $1,445,625,

  

  b) On February 21, 2018, the holder of the convertible promissory note described in Note 8(a) entered into agreements to sell and assign a total of $105,000, of the outstanding principal to a third party. During the year ended December 31, 2018, $55,000 of the note was converted. During the three months ended March 31, 2019, $44,250 of the note was converted into 583,156 shares of common stock. At March 31, 2019, the carrying value of the notes was $5,750.

 

  c) On June 7, 2018, the holder of the convertible promissory note described in Note 8(a) entered into agreements to sell and assign a total of $39,375, of the outstanding principal to a third party. During the three months ended March 31, 2019, $39,375 of the note was converted into 576,501 shares of common stock. At March 31, 2019, the carrying value of the notes was $Nil.

 

  d) On January 24, 2019 and March 15, 2019, the holder of the convertible promissory note described in Note 8(a) entered into agreements to sell and assign a total of $200,000, of the outstanding principal to a third party. During the three months ended March 31, 2019, $75,000 and $7,499 of the note was converted into 1,071,418 shares of common stock. At March 31, 2019, the carrying value of the notes was $25,000.  

 

e) On February 27, 2018, the Company issued a convertible promissory note in the aggregate principal amount of $2,000,000. The interest on the outstanding principal due under the ADEX Note accrues at a rate of 6% per annum. All principal and accrued interest under the ADEX Note is due one year following the issue date of the ADEX Note and is convertible into shares of common stock at a conversion price equal to of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion, but in no event ever lower than $1 (the “Floor”), unless the note is in default, at which time the Floor terminates. 

 

The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging ”. The initial fair value of the conversion feature of $2,455,000 resulted in a discount to the note payable of $639,000.

 

On September 26, 2018, the holder of the convertible promissory note entered into agreement to sell and assign a total of $75,000 of the outstanding principal to a third party. The Company approved and is bound by the assignment and sale agreement. As a result of the assignment, the assigned note bears interest at 5% and the conversion price for the $75,000 of notes assigned is now equal to the lesser 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion and $8. On December 3, 2018, the holder of the convertible promissory note entered into agreement to sell and assign a total of $50,000 of the outstanding principal to a third party. The Company accounted for the assignments in accordance with ASC 470-50 “ Modifications and Extinguishments ”. In accordance with ASC 470-50, the Company accounted for the assignment as a debt extinguishment and adjusted the fair value of the derivative to its fair value on the assignment date. During the year ended December 31, 2018, $74,993 of the note was converted into 321,500 shares of common stock. During the year ended December 31, 2018, the Company recorded accretion of $352,251 increasing the carrying value of the notes to $1,565,681.

 

During the three months ended March 31, 2019, $49,995 of the note was converted into 617,600 shares of common stock. During the three months ended March 31, 2019, the Company repaid $45,077 and recorded accretion of $125,967 increasing the carrying value of the notes to $1,596,577.

 

f) The Company also issued InterCloud a convertible note with a principal amount of $793,894 to settle a contingent liability of $793,893 owed as a result of the acquisition of AWS. The note is due on August 16, 2019 and bears interest at 1% per annum. The note is convertible into common shares of the Company at a conversion price equal to the 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion.

 

The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging ”. The initial fair value of the conversion feature of $348,000 resulted in a discount to the note payable of $348,000. During the three months ended March 31, 2019, the Company recorded accretion of $62,466 increasing the carrying value of the notes to $684,858.

 

20

 

  g) On February 21, 2018, the Company issued a convertible note with a principal amount of $500,000 and a warrant with a term of three years to purchase up to 125,000 shares of common stock of the Company at an exercise price of $1.60 per share. The exercise price of the warrant will reduce to 85% of the closing price of the Company’s common stock if the closing price of the Company’s common stock is less than $1.60 on July 31, 2018. The note was due on January 15, 2019, and in February 2019, the maturity date was extended to June 1, 2019, and bears interest at 6% per annum. The note is convertible into common shares of the Company at a conversion price equal to the lower of 80% of the lowest volume-weighted average price during the 5 trading days immediately preceding the date of conversion and $1 (the “Floor”), unless the note is in default, at which time the Floor terminates.

 

The embedded conversion option and warrant qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging ”. The initial fair value of the conversion feature of $571,079 and the warrant of $158,772 resulted in a discount to the note payable of $500,000 and an initial derivative expense of $229,851. During the three months ended March 31, 2019, the Company recorded accretion of $55,000 increasing the carrying value of the notes to $500,000.

 

h) On April 23, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the lender a senior secured convertible promissory note in the aggregate principal amount of $1,578,947 for an aggregate purchase price of $1,500,000.

 

The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued interest under the secured note is due on October 23, 2019 and is convertible into shares of the Company’s common stock at a fixed conversion price of $1.00. While during the first three months that the secured note is outstanding, only interest payments are due to the lender, beginning in month four, and on each monthly anniversary thereafter until maturity, amortization payments are due for principal and interest due under the secured note. The secured note includes customary events of default, including non-payment of the principal or accrued interest due on the secured note. Upon an event of default, all obligations under the secured note will become immediately due and payable.

 

If the Company issues any common stock or common stock equivalents at an effective price per share less than $1 then the conversion price of the note will be reduced to the lower price. As long as the note is not in default the Company may repay the note at 110% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum.

 

In connection with the Purchase Agreement, the Company entered into a security agreement, dated as of April 23, 2018, with the Lender (the “Security Agreement”) and an intellectual property security agreement, dated as of April 23, 2018, with the Lender pursuant to which the Company granted a security interest in substantially all of the assets of the Company, but for those assets over which Prestige Capital Corporation holds a lien, to secure the Company’s obligations under the secured note. In addition, all of the Company’s subsidiaries are guarantors of the Company’s obligations to the Lender pursuant to the Secured Note.

 

The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging ”. The initial fair value of the conversion feature of $3,325,000 resulted in a discount to the note payable of $1,500,000 and an initial derivative expense of $1,825,000. During the three months ended March 31, 2019, the Company repaid $131,579 of the note which resulted in a $72,000 gain on the extinguishment of the note and associated derivative liability. During the three months ended March 31, 2019, the Company recorded accretion of $130,500 increasing the carrying value of the notes to $239,291

 

i) On May 18, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the investor a senior secured convertible promissory note in the aggregate principal amount of $295,746 for an aggregate purchase price of $280,959.

 

The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the secured note is due on May 18, 2019. The secured note is convertible into shares of the Company’s common stock at a fixed conversion price of $1 per share. Interest is payable monthly on the 18th of each month. While interest payments must be made in cash during the first six months that the secured note is outstanding, beginning in month seven, and on each monthly anniversary thereafter until maturity, the Company has the option to pay interest payments in stock, subject to certain equity conditions being satisfied. Any payment of interest or principal scheduled after December 1, 2018 that is made in cash will be subject to a 5% prepayment premium. Any other prepayment is subject to a 10% premium. The secured note includes customary events of default, including non-payment of the principal or accrued interest due on the secured note and cross default to other notes owing to the investor. Upon an event of default, all obligations under the secured note and other notes owing to the investor will become immediately due and payable. In connection with the issuance of the secured note, the Company issued the investor 496,101 shares of Series A Preferred Stock with a fair value of $193,509 which was expensed. The investor was granted a right to participate in future financing transactions of the Company while the secured note remains outstanding.

 

21

 

If the Company issues any common stock or common stock equivalents at an effective price per share less than $1 then the conversion price of the note will be reduced to the lower price. As long as the note is not in default the Company may repay the note at 110% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum.

  

In connection with the Securities Purchase Agreement, the Company entered into an amendment to the existing Security Agreement described in Note 10(o). Pursuant to the amendment, the Company agreed that obligations under the secured note and related documents will be secured pursuant to the existing security interest in substantially all of the assets of the Company securing other notes issued to the Investor (except for those assets over which Prestige Capital Corporation holds a lien). In addition, all of the Company’s subsidiaries are guarantors of the Company’s obligations to the Investor pursuant to the Secured Note and have granted a similar security interest over substantially their assets.

 

The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging ”. The initial fair value of the conversion feature of $468,000 resulted in a discount to the note payable of $280,959 and an initial derivative expense of $187,041. During the three months ended March 31, 2019, the Company recorded accretion of $89,783 increasing the carrying value of the notes to $212,959.

 

j) On July 3, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the investor a senior secured convertible promissory note in the aggregate principal amount of $78,947 for an aggregate purchase price of $75,000.

 

The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the secured note is due on March 15, 2019. The secured note is convertible into shares of the Company’s at the greater of $0.80 or 75% of the lowest VWAP in the 10 trading days prior to conversion.

 

The Company may repay the note at 115% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum.

 

The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging ”. The initial fair value of the conversion feature of $23,000 resulted in a discount to the note payable of $23,000. During the year ended December 31, 2018, the Company recorded accretion of $17,860 increasing the carrying value of the notes to $69,860. During the three months ended March 31, 2019, the Company repaid the note in full and recognized a loss on settlement of debt of $2,300.

 

k) On July 31, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the investor a senior secured convertible promissory note in the aggregate principal amount of $78,947 for an aggregate purchase price of $75,000.

 

The interest on the outstanding principal due under the secured note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the secured note is due on March 15, 2019. The secured note is convertible into shares of the Company’s at the greater of $1 or 75% of the lowest VWAP in the 10 trading days prior to conversion.

 

The Company may repay the note at 115% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum.

 

The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging ”. The initial fair value of the conversion feature of $103,000 resulted in a discount to the note payable of $75,000 and an initial derivative expense of $28,000. During the year ended December 31, 2018, the Company recorded accretion of $37,554 increasing the carrying value of the notes to $37,554. During the three months ended March 31, 2019, the Company repaid the note in full and recognized a loss on settlement of debt of $90,000.

 

22

 

l) On December 4, 2018, the Company entered into and closed on a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued to the investor a senior secured convertible promissory note in the aggregate principal amount of $27,500 for an aggregate purchase price of $25,000.

 

The interest on the outstanding principal due under the secured note accrues at a rate of 8% per annum. All principal and accrued but unpaid interest under the secured note is due on December 4, 2019. The secured note is convertible into shares of the Company’s at 65% of lowest trading price for the fifteen trading days prior to the conversion date.

  

The Company may repay the note at 150% of the outstanding principal amount. If the Company defaults upon the note it bears interest at 18% per annum.

 

The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging ”. The initial fair value of the conversion feature of $30,000 resulted in a discount to the note payable of $25,000 and an initial derivative expense of $5,000. During the three months ended March 31, 2019, the Company recorded accretion of $2,484 increasing the carrying value of the notes to $5,844. 

 

m) On January 4, 2019, as part of the acquisition described in Note 3, the Company issued to InterCloud a convertible promissory note in the aggregate principal amount of $620,000 (the “Note”). The interest on the outstanding principal due under the Note accrues at a rate of 6% per annum. All principal and accrued interest under the Note is due January 30, 2020, and is convertible, at any time at InterCloud’s election, into shares of common stock of the Company at a conversion price equal to the greater of 75% of the lowest volume-weighted average price during the 10 trading days immediately preceding the date of conversion and $0.10.

 

The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $189,000 resulted in a discount to the note payable of $144,000.

 

On January 28, 2019, the holder of the convertible promissory note entered into agreement to sell and assign a total of $620,000 of the $620,000 outstanding principal to two third parties, with $186,000 and $434,000 of principal assigned to each party. The Company approved and is bound by the assignment and sale agreement. During the three months ended March 31, 2019, $70,000 of each of the notes was converted into a total of 1,400,000 shares of common stock. During the three months ended March 31, 2019, the Company recorded accretion of $13,011 and $23,645 on the two notes increasing the carrying value of the two notes to $85,844 and $286,845 respectively.

 

    March 31,
2019
    December 31,
2018
 
Convertible promissory note, InterCloud Systems, Inc,, 8% interest, unsecured, matured April 27, 2018, net of debt discount of $0 and $361,333   $ 1,445,625     $ 1,735,000  
Convertible promissory note, InterCloud Systems, Inc,, 6% interest, unsecured, matured March 27, 2019, net of debt discount of $160,782 and $286,749     1,596,542       1,565,681  
Convertible promissory note, InterCloud Systems, Inc,, 1% interest, unsecured, matures August 16, 2019, net of debt discount of $109,036 and $171,557     684,858       622,392  
Convertible promissory note, Barn 11, 6% interest, unsecured, matures June 1, 2019, net of debt discount of $0 and $45,000     500,000       445,000  
Convertible promissory note, Dominion Capital, 18% interest, secured, matures October 23,2019, net of debt discount of $879,130 and $1,009,630     239,291       240,370  
Convertible promissory note, Dominion Capital, 12% interest, unsecured, matures May 18, 2019, net of debt discount of $82,787 and $172,570     212,959       123,176  
Convertible promissory note, M2B Funding, 12% interest, unsecured, matures March 15, 2019, net of debt discount of $0 and $9,087     -       69,860  
Convertible promissory note, M2B Funding, 12% interest, unsecured, matures March 15, 2019, net of debt discount of $0 and $41,395     -       37,552  
Convertible promissory note, Silverback, 8% interest, unsecured, matures December 4, 2019, net of debt discount of $21,656 and $24,140     5,844       3,360  
Convertible promissory note, Michael Roeske, 6% interest, unsecured, matures, January 30, 2020, net of debt discount of $30,189 and $0     85,844       -  
Convertible promissory note, Joel Raven, 6% interest, unsecured, matures January 30, 2020, net of debt discount of $77,155 and $0     286,845       -  
Convertible promissory note, Virtual Capital, LLC, 0% interest, unsecured, matured, January 24, 2019     125,000          
Convertible promissory note, RDW Capital LLC, 9.9% interest, unsecured, matured March 30, 2019, net of debt discount of $0 and $0     5,750       -  
                 
Total   $ 5,188,558     $ 4,842,391  

 

23

 

9. Derivative Liabilities

 

The embedded conversion option of the convertible debenture described in Note 8 contain conversion features that qualify for embedded derivative classification. The fair value of the liability will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.

 

Upon the issuance of the convertible note payable described in Note 8, the Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible notes, warrants and options. The Company elected to reclassify contracts from equity with the earliest inception date first. As a result, none of the Company’s previously outstanding convertible instruments qualified for derivative reclassification, however, any convertible securities issued after the election qualified for derivative classification. The Company reassesses the classification of the instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

 

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities.

 

    March 31,
2019
    December 31,
2018
 
             
Balance at the beginning of period   $ 3,166,886     $ 4,749,712  
Derivative issued as part of acquisition     -       302,800  
Original discount limited to proceeds of notes     189,000       2,839,369  
Fair value of derivative liabilities in excess of notes proceeds received     -       2,274,892  
Derivative warrants issued for services and to acquire non-controlling interest     -       328,833  
Derivative liability settled through the issuance of preferred stock     -       (291,064 )
Conversion of derivative liability     (686,135 )     (678,142 )
Repayment of convertible note     (164,468 )     (310,041 )
Change in fair value of embedded conversion option     369,391       (6,049,473 )
Balance at the end of the period   $ 2,874,674     $ 3,166,886  

 

The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using Monte-Carlo model or a Binomial Model based on various assumptions. 

  

Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

 

    Expected
Volatility
    Risk-free
Interest
Rate
    Expected
Dividend
Yield
    Expected
Life
(in years)
 
                         
At issuance     204 %     2.57 %     0 %     1.07  
At December 31, 2018     172-381 %     2.45-2.63 %     0 %     0.04-2.78  
At March 31, 2019     215-386 %     2.27-2.44 %     0 %     0.25-2.53  

 

10. Common Stock

 

On November 15, 2017, the Company revised its authorized share capital to increase the number of authorized common shares from 275,000,000 common shares with a par value of $0.00001, to 750,000,000 common shares with a par value of $0.00001.

 

Treasury stock- The Company holds 621,258 shares in treasury at a cost of $277,436.

 

a) As at December 31, 2017 and May 31, 2017, the Company’s subsidiary, Mantra Energy Alternatives Ltd., had received subscriptions for 335 shares of common stock at Cdn$1.00 per share for proceeds of $66,277 (Cdn$67,000), which is included in common stock subscribed, net of the non-controlling interest portion of $7,231.

 

24

 

b) As at December 31, 2017 and May 31, 2017, the Company’s subsidiary, Climate ESCO Ltd., had received subscriptions for 1,050 shares of common stock at $0.10 per share for proceeds of $21,000, which is included in common stock subscribed, net of the non-controlling interest portion of $7,384.

 

  c) On September 28, 2018, the Company issued 5,010,000 shares of common stock with a fair value of $3,256,500 to employees of the Company in exchange for services for the Company. The shares vest over 36 months. During the period ended March 31, 2019, the Company recorded $422,988 for the vested portion of the shares, leaving $2,228,508 of unvested compensation expense to be recognized in future periods.

 

  d) On October 9, 2018, the Company issued 520,000 shares of common stock with a fair value of $520,000 to employees of the Company in exchange for services for the Company. The shares vest over 36 months. During the period ended March 31, 2019, the Company recorded $34,395 for the vested portion of the shares, leaving $429,512 of unvested compensation expense to be recognized in future periods

 

  e) On January 14, 2019, the Company issued 100,000 shares of common stock upon the conversion of $9,746 of principal pursuant to the loan described in Note 8(e).

 

  f) On January 14, 2019, the Company issued 110,742 shares of common stock upon the conversion of $10,000 of principal pursuant to the loan described in Note 8(b).

 

  g) On January 28, 2019, the Company issued 200,000 shares of common stock upon the conversion of $15,552 of principal pursuant to the loan described in Note 8(e).

 

  h) On February 1, 2019, the Company issued 2,869,230 shares of common stock to employees and directors of the Company in exchange for services for the Company. The shares vest over periods between 11 and 36 months. During the quarter ended March 31361,490 of unvested compensation expense to be recognized in future periods

 

  i) On February 7, 2019, the holder of the assigned note converted $75,000 of the note and $7,499 of interest into 1,071,418 shares of the Company’s common stock.

 

  j) On February 7, 2019, the Company issued 172,414 shares of common stock upon the conversion of $12,500 of principal pursuant to the loan described in Note 8(b).

 

  k) On February 11, 2019, the Company issued 317,600 shares of common stock upon the conversion of $24,697 of principal pursuant to the loan described in Note 8(e).

 

  l) On February 12, 2019, the Company issued 300,000 shares of common stock upon the conversion of $21,750 of principal pursuant to the loan described in Note 8(b).

 

  m) On February 14, 2019, the Company issued 1,400,000 shares of common stock upon the conversion of $140,000 principal pursuant to the convertible promissory note described in Note 8(m).

 

  n) On March 7, 2019, the Company issued 576,501 shares of common stock upon the conversion of $39,375 of principal pursuant to the loan described in Note 8( c).

     

11. Preferred Stock

 

Series A

 

On November 15, 2017, the Company created one series of the 20,000,000 preferred shares it is authorized to issue, consisting of 8,000,000 shares, to be designated as Series A Preferred Shares.

 

25

 

On October 29, 2018, the Company amended and restated the Company’s Series A Convertible Preferred Stock. The principal terms of the Series A Preferred Shares are as follows:

 

Voting rights  – The Series A Preferred Shares do not have voting rights.

 

Dividend rights  – The holders of the Series A Preferred Shares shall not be entitled to receive any dividends. No dividends (other than those payable solely in common stock) shall be paid on the common stock or any class or series of capital stock ranking junior, as to dividends, to the Series A Preferred Shares during any fiscal year of the Corporation until there shall have been paid or declared and set apart during that fiscal year for the holders of the Series A Preferred Shares a dividend in an amount per share equal to (i) the number of shares of common stock issuable upon conversion of the Series A Preferred Stock times (ii) the amount per share of the dividend to be paid on the common stock.

 

Conversion rights  – The holders of the Series A Preferred Shares have the right to convert each Class A Preferred Share and all accrued and unpaid dividends thereon shall be convertible at the option of the holder thereof, at any time after the issuance of such share into fully paid and nonassessable shares of common stock of the Corporation. The number of shares of common stock into which each share of the Series A Preferred Shares may be converted shall be determined by dividing the sum of the Stated Value of the Series A Preferred Shares ($1.00 per share) being converted and any accrued and unpaid dividends by the Conversion Price in effect at the time of the conversion. The Series A Preferred Shares may be converted at an initial conversion price of the greater of 75% of the lowest VWAP during the ten trading day period immediately preceding the date a conversion notice is delivered or $0.40 subject to adjustment for any subdivision or combination of the Company’s outstanding shares of Common Stock.

 

Liquidation rights  – Upon the occurrence of any liquidation, each holder of Series A Preferred Shares then outstanding shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made in respect of the common stock, or other series of preferred stock then in existence that is outstanding and junior to the Series A Preferred Shares upon liquidation, an amount per share of Series A Preferred Shares equal to the amount that would be receivable if the Series A Preferred Shares had been converted into common stock immediately prior to such liquidation distribution, plus, accrued and unpaid dividends.

   

In accordance with ASC 480  Distinguishing Liabilities from Equity , the Company has classified the Series A Preferred Shares as temporary equity or “mezzanine”.

   

Series B

 

On April 16, 2018, the Company designated 1,000 shares of Series B preferred stock of the Company (the “Series B Preferred Stock”) with a stated value of $3,500 per share. The Series B Preferred Stock is neither redeemable nor convertible into common stock. The principal terms of the Series A Preferred Shares are as follows:

 

Issue Price -  The stated price for the Series B Preferred shall be $3,500 per share.

 

Redemption -  The Series B Preferred are not redeemable.

 

Dividends -  The holders of the Series B Preferred shall not be entitled to receive any dividends.

 

Preference of Liquidation -  The Corporation’s Series A Preferred Stock (the “Senior Preferred Stock) shall have a liquidation preference senior to the Series B Preferred. Upon any Fundamental Transaction, liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Holders of the shares of the Series B Preferred shall be entitled, after any distribution or payment is made upon any shares of capital stock of the Corporation having a liquidation preference senior to the Series B Preferred, including the Senior Preferred Stock, but before any distribution or payment is made upon any shares of Common Stock or other capital stock of the Corporation having a liquidation preference junior to the Series B Preferred, to be paid in cash the sum of $3,500 per share. If upon such liquidation, dissolution or winding up, the assets to be distributed among the Series B Preferred Holders and all other shares of capital stock of the Corporation having the same liquidation preference as the Series B Preferred shall be insufficient to permit payment to said holders of such amounts, then all of the assets of the Corporation then remaining shall be distributed ratably among the Series B Preferred Holders and such other capital stock of the Corporation having the same liquidation preference as the Series B Preferred, if any. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after provision is made for Series B Preferred Holders and all other shares of capital stock of the Corporation having the same liquidation preference as the Series B Preferred, if any, then-outstanding as provided above, the holders of Common Stock and other capital stock of the Corporation having a liquidation preference junior to the Series B Preferred shall be entitled to receive ratably all remaining assets of the Corporation to be distributed.

 

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Voting -  The holders of shares of Series B Preferred shall be voted together with the shares of Common Stock such that the aggregate voting power of the Series B Preferred is equal to 51% of the total voting power of the Company.

 

Conversion -  There are no conversion rights.

 

In accordance with ASC 480  Distinguishing Liabilities from Equity , the Company has classified the Series B Preferred Shares as temporary equity or “mezzanine”.

 

12. Share Purchase Warrants

 

The following table summarizes the continuity of share purchase warrants:

 

    Number of
warrants
    Weighted average
exercise price
$
 
             
Balance, December 31, 2018     1,715,177       2.14  
Issued     284,717       1.20  
Expired     (60,000 )     0.32  
Balance, March 31, 2019     1,939,894       1.96  

 

As at March 31, 2019, the following share purchase warrants were outstanding:

 

Number of
warrants
    Exercise
price
$
    Expiry date
             
  20,375       74.00     April 10, 2019
  137,500       5.10     April 28, 2020
  250,000       0.10     June 27, 2020
  593,064 *     1.20     February 13, 2021
  125,000       1.60     February 21, 2021
  500,000       1.00     May 17, 2020
  200,000       0.00010     September 10, 2019
  113,955       1.08     October 10, 2021
  1,939,894              

 

* This warrant is convertible into 4% of the number of common shares of the Company outstanding. At March 31, 2019, 4% of the number of shares of the Company outstanding was 14,826,590 shares.

 

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13. Leases

 

In February 2016, the FASB issued ASU No. 2016-02, Leases , which introduced a lessee model that requires the majority of leases to be recognized on the balance sheet. On January 1, 2019, the Company adopted the ASU using the modified retrospective transition approach and elected the transition option to recognize the adjustment in the period of adoption rather than in the earliest period presented. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of approximately $269,341 and $269,341 respectively, as of January 1, 2019. During the three months ended March 31, 2019, non-cash right of use assets recorded in exchange for non-cash operating lease liabilities was $269,341. The Company leases certain office space and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.

 

The depreciable lives of operating lease assets and leasehold improvements are limited by the expected lease term. The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The Company used incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date.

 

The following table sets forth the operating lease right of use (“ROU”) assets and liabilities as of March 31, 2019:

 

    March 31,
2019
 
Operating lease assets   $ 232,325  
         
Operating lease liabilities:        
Current operating lease liabilities   $ 233,191  
Total operating lease liabilities   $ 233,191  

  

Expense related to leases is recorded on a straight-line basis over the lease term, including rent holidays. During the three months ended March 31, 2019, the Company recognized operating lease expense of $48,175. Operating lease costs are included within selling, administrative and other expenses on the condensed consolidated statements of income and comprehensive income. During the three months ended March 31, 2019, short-term lease costs were $78,035.

 

Cash paid for amounts included in the measurement of operating lease liabilities were $47,309 for the three months ended March 31, 2019, and this amount is included in operating activities in the condensed consolidated statements of cash flows. During the three months ended March 31, 2019, the Company reduced its operating lease liabilities by $36,150 for cash paid.

 

The operating lease liabilities as of March 31, 2019 reflect a weighted average discount rate of 48%. Lease payments over the next five years and thereafter are as follows:

 

    March 31,
2019
 
2019   $ 173,727  
2020     88,431  
2021     61,372  
2022     63,214  
2023     21,330  
2024     -  
Total lease payments     408,074  
Less: imputed interest     (174,883 )
Total operating lease liabilities   $ 233,191  

 

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14. Commitments and Contingencies

 

  (a) The Company leases certain of its properties under leases that expire on various dates through 2023. Some of these agreements include escalation clauses and provide for renewal options ranging from one to five years. Leases with an initial term of 12 months or less and immaterial leases are not recorded on the balance sheet.

 

  (b)

On February 4, 2019, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with WaveTech Global Inc. (“WaveTech”), a Delaware corporation, and the stockholders of WaveTech.

 

The merger of WaveTech into the Company shall be effected through a sale and exchange of shares and cash. Pursuant to the Purchase Agreement, in exchange for cash consideration and shares of common stock of the Company, the Company will acquire all right, title and interest in all of the issued and outstanding shares of stock of WaveTech. Upon the consummation of the transactions contemplated by the Purchase Agreement (the “Transactions”), WaveTech will become the majority controlling shareholder of the Company.

 

The consummation of the Transactions is also subject to the satisfaction or waiver (if permitted by law) of certain closing conditions, including, among other things, (i) the accuracy of the representations and warranties of the parties in all material respects, (ii) the performance of and compliance with the covenants of the parties in all material respects, (iii) receipt of certain regulatory approvals, (iv) approval by holders of a majority of WaveTech’s common stock outstanding and entitled to vote and (v) consolidation of certain subsidiaries and affiliated entities of WaveTech into WaveTech.

 

The parties are required to use commercially reasonable efforts to cause to be taken and to do or cause to be done all actions and things as are necessary under the terms of the Purchase Agreement or under applicable law, in order to consummate the Transactions. The parties are also required to, among other things, cooperate in all respects with each other in connection with any filing or submission to any governmental authority in connection with the Transactions.

 

The Purchase Agreement also contains certain termination rights for both the Company and WaveTech, including that the Company or WaveTech may terminate the Purchase Agreement if the Transactions have not been consummated on or prior to February 28, 2019.

 

Upon consummation of the Transactions, the Company intends to rebrand itself under the WaveTech Global name, file for a name change to WaveTech Global Inc. and apply for an up-listing to the NASDAQ exchange, subject to filing and approval by NASDAQ and FINRA.

 

The Company’s board of directors will expand to include three new board members from WaveTech. As of the date of these financial statements the transaction has not closed.

 

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15. Segment Disclosures

 

During the three months ended March 31, 2019 and 2018, the Company had one operating segment including:

  

  AW Solutions Inc., a Longwood, Florida-based company, AW Solutions Puerto Rico LLC, ADEX Corporation and ADEX Puerto LLC which is in the business of the provision of professional, multi-service line, telecommunications infrastructure and outsource services to the wireless and wireline industry, ADEX Corporation and ADEX Puerto Rico LLC offering turnkey wireless and wireline telecom service and project staffing and  TNS, Inc., an Illinois corporation (acquired January 4, 2019) which is a communications contractor that specializes in the design, installation and maintenance of structured cabling systems and,

 

  Spectrum Global Solutions (SGS), which consists of the rest of the Company’s operations.

 

Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates the SGS reporting segment in one geographical area (the United States), the AW Solutions operating segment in two geographical areas (the United States and Puerto Rico), and the ADEX operating segment in two geographical areas (the United States and Puerto Rico).

 

Financial statement information by operating segment for the three months ended March 31, 2019 is presented below:

 

    Spectrum Global
$
    AWS/ADEX/TNS
$
    Total
$
 
                   
Net Sales           11,335,732       11,335,732  
Operating (loss) income     (954,967 )     969,666       14,699  
Interest expense     399,555       71,857       471,412  
Depreciation and amortization     -       93,952       93,952  
Total Assets as of March 31, 2019     15,067       18,021,819       18,036,886  

 

Geographic information for the three months ended and as at March 31, 2019 is presented below:

 

    Revenues
$
    Long-Lived
Assets
$
 
             
Puerto Rico     310,478       3,371  
United States     11,025,254       6,817,755  
Consolidated Total     11,335,732       6,821,126  

  

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Financial statement information by operating segment for the three months ended March 31, 2018 is presented below:

  

    Spectrum Global
$
    AWS/ADEX
$
    Total
$
 
                   
Net Sales           4,327,764       4,327,764  
Operating (loss) income     (666,249 )     (77,242 )     (743,491 )
Interest expense     107,894       71,431       179,325  
Depreciation and amortization           47,833       47,833  
Total Assets as of December 31, 2018     99,835       12,830,561       10,774,123  

  

Geographic information for the three months ended March 31, 2018 is presented below:

 

    Revenues
$
    Long-Lived
Assets
$
 
             
Puerto Rico     466,624       5,377  
United States     3,861,140       4,016,895  
Consolidated Total     4,327,764       4,022,273  

 

16. Net (Loss) Income Per Share

 

    Three Months     Three Months  
    Ended     Ended  
    March 31,     March 31,  
    2019     2018  
    $     $  
             
Numerator:            
Net income (loss)     (1,332,587 )     134,269  
Convertible note interest           87,860  
Adjusted diluted net income (loss)     (1,332,587 )     222,129  
                 
Denominator:                
Weighted average shares outstanding used in computing net income per share:                
Basic     11,771,927       2,225,809  
Effect of dilutive stock options and convertible notes payable           6,194,355  
Effect of preferred shares           8,842  
Diluted     11,771,927       8,429,006  
                 
Net income (loss) per share applicable to common stockholders:                
Basic     (0.11 )     0.06  
Diluted     (0.11 )     0.03  

 

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17. Subsequent Events

 

  a) On April 2. 2019, the Company issued 1,400,000 shares of common stock upon the conversion of $70,000 and $6.930 of accrued interest described in Note 8 (d).
     
b) On April 13, 2019, the Company amended the note described in Note 6(d). Pursuant to the amendment, the notes maturity was extended from April 13, 2019 to April 13, 2020. In addition, the interest rate increased from 8% to 10%.

 

c) On April 23, 2019, the Company issued 799,980 shares of common stock upon the conversion of $30,000 and $9,999 of accrued interest described in Note 8(d).

 

d) On April 23, 2019, the Company issued 699,980 shares of common stock upon the conversion of $25,000 and $9,999 of accrued interest described in Note 8(d).

 

e) On May 3, 2019, the Company and Dominion Capital LLC (the “Holder”) entered into an exchange agreement (the “Exchange Agreement”) to exchange the two Senior Secured Convertible Promissory Notes described in Notes 8(h) and (i), with principal amounts of $1,052,632 plus accrued interest and $295,746 plus accrued interest respectively, for a single Senior Secured Convertible Promissory note with a principal amount of $1,571,134 (the “Exchange Note”).

 

The interest on the outstanding principal due under the Exchange Note accrues at a rate of 12% per annum. All principal and accrued interest under the Exchange Note is due on October 17, 2020 and is convertible into shares of the Company’s Common Stock. The conversion price in effect on the date such conversion is effected shall be equal to (i) initially, $0.10 or (ii) on or after the date of the closing of the next public or private offering of equity or equity-linked securities of the Company in which the Company receives gross proceeds in an amount greater than $100,000, one hundred and five percent (105%) of the price of the Common Stock issuable in the offering. While during the first six months that the Exchange Note is outstanding, only interest payments are due to the Holder, beginning in October 2019, and on each monthly anniversary thereafter until maturity, amortization payments are due for principal and interest due under the Exchange Note. The Exchange Note includes customary events of default, including non-payment of the principal or accrued interest due on the Exchange Note. Upon an event of default, all obligations under the Exchange Note will become immediately due and payable.

 

The Holder was granted a right to participate in future financing transactions of the Company while the Exchange Note remains outstanding.

 

f) On May 6, 2019, in accordance with terms of the notes described in Notes 8(a) and (e), the Company issued an aggregate of 15,707,163 shares of the Company’s common stock to InterCloud pursuant to the automatic forced conversion of all outstanding obligations under the Notes, in full satisfaction thereof. The shares issued were unregistered and are subject to Rule 144 restrictions.

 

g) On May 10, 2019, the Company entered into an amendment to the note payable described in Note 8(g). Pursuant to the amendment the maturity date of the note was extended from January 15, 2019 to June 1, 2019.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plan”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited consolidated financial statements are stated in United States dollars ($) and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “$” refer to United States dollars and all references to “common stock” refer to the common shares in our capital stock.

 

Unless specifically set forth to the contrary, when used in this report the terms “we”, “our”, the “Company” and similar terms refer to Spectrum Global Solutions, Inc., a Nevada corporation, and its consolidated subsidiaries.

 

The information that appears on our website at www.SpectrumGlobalSolutions.com is not part of this report.

 

Description of Business

 

On February 5, 2018, we completed our corporate jurisdiction continuation from the jurisdiction of the Province of British Columbia to the jurisdiction of the State of Nevada in accordance with the Articles of Conversion and the Articles of Incorporation filed with the Nevada Secretary of State. Our principal offices are located at 300 Crown Oak Centre, Longwood, Florida 32750. Our telephone number is (407) 512-9102. On January 2, 2018, we changed our fiscal year end to December 31.

 

We are a leading provider of services and solutions in the telecommunications industry to top tier communication carriers, service providers, utilities and Fortune 1000 enterprises. The telecommunications sector provides services and solutions throughout the United States, Guam, Canada and the Caribbean.

 

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Our telecommunications division, which was acquired on April 25, 2017, is supported by its subsidiaries: AW Solutions, Inc., AW Solutions Puerto Rico, LLC and Tropical Communications, Inc. (collectively known as “AW Solutions”), ADEX CORP and ADEX Puerto Rico LLC (acquired February 27, 2018), (collectively known as “ADEX”) and T N S, Inc (acquired January 4, 2019). AW Solutions provides a broad range of professional services and solutions to top tier communication carriers and Fortune 1000 enterprise customers. The telecommunication division offers carriers, service providers and enterprise customers professional contracting services, to include: infrastructure audits; site acquisition; architectural, structural and civil design and analysis; construction management; construction; installation; warehousing and logistics; maintenance services, that support the build-out and upgrade and operation of some of the most advanced networks, small cell, Wi-Fi, fiber and distributed antenna system (DAS) networks. We believe the expansion and migration of these next-generation networks, our long-term relationships supported by multiyear Master Service Agreements (MSA) and multi-year service contracts with major wireless, commercial wireline and wireless operators, DAS operators, tower companies, original equipment manufacturers (OEM’s) and prime contractor/project management organization provides us a significant opportunity as a long term leading and well respected industry leader in this marketplace. ADEX is a leading outsource provider of engineering and installation services, staffing solutions and other services which include consulting to the telecommunications industry, service providers and Enterprise customers. ADEX’s managed solutions diversifies the ability to service customers domestically and internationally throughout the project lifecycle. ADEX customers include many leading wireless and wireline telecommunications providers, cable broadband MSOs and Original Equipment Manufacturers (“OEM”). On a weekly basis, the Company deploys hundreds of telecommunication professionals in support of its customers. The Company believes that its global footprint of support is a differentiating factor for national and international-based customers needing a broad range of technical expertise for management of their legacy and next generation networks. The Company seeks to assist its customers throughout the entire life cycle of a network deployment via its comprehensive suite of managed solutions that include Consulting and Professional Staffing services to service providers as well as Enterprise customers, Network Implementation, Network Installation, Network Upgrades, Rebuilds, Design, Engineering and Integration Wireless Network Support, Wireless Network Integration, Wireless and Wireline Equipment Installation & Commissioning, Wireless Site Development & Construction Management, Network Engineering, Project Management, Disaster Recovery design engineering and integration. T N S, Inc. (“T N S”) is a Chicago-based structured cabling and Next-Generation DAS design and installation firm that supports voice, data, video, security and multimedia systems within commercial office buildings, multi-building campus environments, high-rise buildings, data centers and other structures. T N S, Inc. (“T N S”) is a Chicago-based structured cabling and Next-Generation DAS design and installation firm that supports voice, data, video, security and multimedia systems within commercial office buildings, multi-building campus environments, high-rise buildings, data centers and other structures. T N S extends our geographic reach to the Midwest area and our client reach to end-users, such as multinational corporations, universities, school districts and other large organizations and enterprise clientele that have significant ongoing next generation network needs. T N S works both in the US and Internationally.

 

We provide the following categories of offerings to our customers:

 

 

Telecommunication Division: We provide a comprehensive array of professional services and solutions to our clients that are applicable across multiple platforms and technologies to include but not limited to: Wi-Fi , Wi-Max and wide-area networks, fiber networks, DAS networks (iDAS/oDAS), small cell distributed networks, public safety networks and enterprise networks for incumbent local exchange carriers (ILECs), telecommunications original equipment manufacturers (OEMs), cable broadband multiple system operators (MSOs), tower and network aggregators, utility entities and enterprise customers. Our services teams support the deployment of new networks and technologies, as well as expand and maintain existing networks.

 

WaveTech Global Inc., which is under a definitive agreement to be acquired by us, is supported by its subsidiaries: Wavetech Inc., WaveTech GmbH, Inc. (collectively known as “WaveTech Global”). WaveTech is a global next generation energy management company that specializes in asset lifecycle extension, intellectual property development, and implementation services. The Company offers a global portfolio of end-to-end energy optimization and lifecycle management solutions developed from proprietary intellectual property, engineered systems, and operational expertise. WaveTech Global extensive suite of products include power asset life extension, operational servicing and automation, lifetime cost reduction, and real-time heterogeneous power source switching. WaveTech Global, through its diverse portfolio of intellectual property and engineering expertise, dramatically improves the availability and efficiency of customer networks through automation, analytics, machine learning and material science innovation. Services we provide include: Software as a Service (SaaS) subscription-based monitoring and analytics; critical power engineering design, and installation; critical power system maintenance and replacement; asset lifecycle extension that enable some of the most sophisticated and mission-critical networks in the world.

 

Upon completion of our proposed acquisition of WaveTech Global Inc, will position our company as a leading end-to-end technology platform company that provides software, services, and solutions that dramatically increase the availability and cost efficiency of global communication solutions and supporting next generation networks. The expansion of our combined business units provides array of solutions and services which address data-center, wireless, and wireline-based networks across the globe.

 

34

 

Our Operating Units

 

Our company is comprised of the following:

 

  AW Solutions. - AW Solutions, Inc., a Florida corporation (April 17, 2006), AW Solutions Puerto Rico, LLC, Puerto Rico limited liability company (March 14, 2011) and Tropical Communications, Inc., a Florida corporation (May 9, 1984), (Collectively known as, “AW Solutions”). We are professional, multi-service line, telecommunications infrastructure companies that provide outsourced services to the wireless and wireline industry. AW Solution’s services include network systems design, site acquisition services, asset audits, architectural and engineering services, program management, construction management and inspection, construction, installation, maintenance and other technical services. AW Solutions provides in-field design, Computer Aided Design and Drawing services (CADD), fiber and DAS deployments for facilities and outdoor environments.

 

  ADEX - ADEX CORP, a New York corporation (October 29, 1993) and ADEX Puerto Rico, LLC. a Puerto Rico limited liability company (April 17, 2008), (collectively known as “ADEX”). ADEX is a leading outsource provider of engineering and installation services, staffing solutions and other services which include consulting to the telecommunications industry, service providers and Enterprise customers domestically and internationally. The Company seeks to assist its customers throughout the entire life cycle of a network deployment via its comprehensive suite of managed solutions that include Consulting and Professional Staffing services to service providers as well as Enterprise customers, Network Implementation, Network Installation, Network Upgrades, Rebuilds, Design, Engineering and Integration Wireless Network Support, Wireless Network Integration, Wireless and Wireline Equipment Installation & Commissioning, Wireless Site Development & Construction Management, Network Engineering, Project Management, Disaster Recovery design engineering and integration.

 

T N S - T N S, Inc. an Illinois corporation (July 5, 2002) is a Chicago-based structured cabling and Next-Generation DAS design and installation firm that supports voice, data, video, security and multimedia systems within commercial office buildings, multi-building campus environments, high-rise buildings, data centers and other structures. T N S extends our geographic reach to the Midwest area and our client reach to end-users, such as multinational corporations, universities, school districts and other large organizations and enterprise clientele that have significant ongoing next generation network needs. T N S works both in the US and Internationally.

 

Results of Operations for the Three Month Periods Ended March 31, 2019 and March 31, 2018

 

Revenues

 

Our operating results for the three month periods ended March 31, 2019 and 2018 are summarized as follows:

 

   

Three Months Ended

March 31,
2019

   

Three Months Ended

March 31,
2018

    Difference  
Revenue   $ 11,335,732     $ 4,327,764     $ 7,007,968  
Operating expenses   $ 11,321,033     $ 5,071,255     $ 6,249,778  
Other income (expense)   $ (1,337,688 )   $ 822,987     $ 2,160,675 )
Net income (loss)   $ (1,332,587 )   $ 134,269     $ (1,466,856 )

 

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Revenue generated during the three months ended March 31, 2019, was $11,335,752 compared to $4,327,764 for the period ended March 31, 2018. During the period ended March 31, 2019, a majority of our revenues and a significant portion of our expenses were generated by our acquired telecommunications division (AW Solutions, Inc.; AW Solutions Puerto Rico, LLC; Tropical Communications, Inc. on April 25, 2017 and ADEX Corp, ADEX PUERTO RICO LLC, ADEX TOWERS, INC., ADEX TELECOM, INC. on February 28, 2018. Our telecommunications division generated $9,360,833 of revenue and our TNS division, which was acquired in January 4, 2019, accounted for $1,974,899 of revenue. During the three months ended March 31, 2018, all of our revenue was generated by our telecommunications division.

 

Expenses

 

During the three months ended March 31, 2019, our operating expenses were $11,321,033 compared to operating expenses of $5,071,255 for the three month period ended March 31, 2018. The increase on operating expense is a result of the acquisition of ADEX on February 28, 2018, which consisted of ADEX Corp, ADEX PUERTO RICO LLC, ADEX TOWERS, INC and ADEX TELECOM, INC and the acquisition of TNS, Inc, on January 4, 2019. These expenses include general and administrative costs, all of our corporate costs, as well as costs from our subsidiaries management personnel and administrative overhead. These costs primarily consist of employee compensation and related expenses, including legal, consulting and professional fees, information technology, provisions for recoveries of bad debt and other costs not directly related to performance of our services under customer contracts. We expect these expenses to continue to generally increase as we expand our operations, but expect that such expenses as a percentage of revenue will decrease if we succeed in increasing revenues.

  

General and administrative costs were $1,044,708 for the three months ended March 31, 2019 compared to $661,298 for the three months ended March 31, 2018. Salaries and wages were $1,358,208 for the three months ended March 31, 2019 compared to $577,604 for the three months ended March 31, 2018. Depreciation and amortization costs were $93,952 for the three months ended March 31, 2019 compared to $47,833 for the three months ended March 31, 2018. Cost of revenues increased from$3,784,520 for the three months ended March 31, 2018 to $8,824,165 for the same period in 2019.

 

Other Income (Expense)

 

For the three months ended March 31, 2019, we had other expenses of $(1,337,688) compared to other income of $822,987 for the same period in 2018. The decrease was primarily due to a gain on settlement of debt of $561,963, a gain on extinguishment of preferred stock liability of $287,815 a gain on the change in fair value of derivatives of $806,621, amortization of debt discounts of $654,087 and interest expense of $179,325 during the three months ended March 31, 2018, compared to a gain on settlement of debt of $164,457, a loss on the change in fair value of derivatives of $369,391, amortization of debt discounts of $661,352 and interest expense of $471,412 during the three month period ended March 31, 2019. The increase in interest expense was a result of the higher principal debt balances outstanding in the three months ended March 31, 2019 compared to the three months ended March 31, 2018.

 

Net Income (Loss)

 

For the three months ended March 31, 2019, we incurred a net loss of $(1,332,587) compared to a net income of $134,269 for the same period in 2018.

 

36

 

Liquidity and Capital Resources

 

As of March 31, 2019, our total current assets were $11,215,761 and our total current liabilities were $22,457,802, resulting in a working capital deficit of $11,242,041 compared to a working capital deficit of $8,464,969 as of December 31, 2018.

 

We suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard, we have historically raised additional capital through equity offerings and loan transactions.

 

Cash Flows

 

   

Three Months

Ended

March 31,
2019

   

Three Months

Ended

March 31,
2018

 
Statement of Operations Data:                
                 
Net Cash Used In Operating Activities   $ (544,700 )   $ (656,590 )
Net Cash Used in Investing Activities   $ (994,133 )   $ (182,855 )
Net Cash Provided by Financing Activities   $ 1,885,029     $ 730,181  
Change In Cash   $ 346,196       28,893  

 

The increase in cash that we experienced in the period ended March 31, 2019, compared to the increase during the period ended March 31, 2018, is primarily due to the acquisition of ADEX and its subsidiaries along with the acquisition of TNS and increased funding requirements for ongoing operating activities. During the period ended March 31, 2019, the repayment of loans payable of $6,147,609 and convertible notes payable of $331,552 was made, and proceeds were received from notes and convertible notes payable of $8,367,190, which created the cash balance as noted above. We expect that our cash position will increase, due to operating profits in the telecommunication division and TNS division. Over the coming months and year, subject to raising additional funds, we plan to primarily concentrate on our existing business.

 

In order to improve our liquidity, we intend to pursue additional equity financing from private placement sales of our equity securities or shareholders loans. There is no assurance that we will be successful in completing any further private placement financing. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

 

As of March 31, we had cash of $996,790, compared to $285,339 as of March 31, 2018. Our cash balance at the beginning of this year was $620,593.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Inflation

 

The effect of inflation on our revenue and operating results has not been significant.

 

37

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Evaluation of disclosure controls and procedures.

 

Our management, with the participation of our Chief Executive Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Based on management’s evaluation, our Chief Executive Officer concluded that, as a result of the material weaknesses described below, as of December 31, 2018, our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

 

  a) Due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process. The areas where we have a lack of segregation of duties include cash receipts and disbursements, approval of purchases and approval of accounts payable invoices for payment. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis; and
     
  b) We do not have any formally adopted internal controls surrounding its cash and financial reporting procedures.

 

We are committed to improving our financial organization. In addition, we will look to increase our personnel resources and technical accounting expertise within the accounting function to resolve non-routine or complex accounting matters. In addition, as funds are available, we will take the following action to enhance our internal controls: Hiring additional knowledgeable personnel with technical accounting expertise to further support our current accounting personnel, which management estimates will cost approximately $300,000 per annum. As our operations are relatively small we expect that both our technical and accounting expertise will be improved, however our overall financial requirements will only increase. We continue to have net cash losses each quarter, we do not anticipate being able to hire additional internal personnel until such time as our operations are profitable on a cash basis or until our operations are large enough to justify the hiring of additional accounting personnel. We currently engage an outside accounting firm to assist us in the preparation of our consolidated financial statements this past year and will plan to evaluate our internal capabilities as we integrate the business segments to address the sufficient number of internal accounting personnel to achieve compliance. As necessary, we will engage consultants in the future in order to ensure proper accounting for our consolidated financial statements.

 

Due to the fact that our internal accounting staff consists solely of a Chief Executive Officer, who functions as our Principal Accounting Officer, additional personnel will also ensure the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support us if personnel turn over issues within the department occur. We believe this will greatly decrease any control and procedure issues we may encounter in the future.

  

Changes in internal control over financial reporting.

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

  

38

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

 

Item 1A. Risk Factors

 

As a “smaller reporting company,” we are not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Since the beginning of the three month period ended March 31, 2019, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in an annual report on Form 10-K, in a quarterly report on Form 10-Q or in a current report on Form 8-K, or are listed below.

 

  a) On January 14, 2019, the Company issued 100,000 shares of common stock upon the conversion of $9,746 of principal pursuant to the loan described in Note 8(e).

 

  b) On January 14, 2019, the Company issued 110,742 shares of common stock upon the conversion of $10,000 of principal pursuant to the loan described in Note 8(b).

 

  c) On January 28, 2019, the Company issued 200,000 shares of common stock upon the conversion of $15,552 of principal pursuant to the loan described in Note 8(e).

 

  d) On February 1, 2019, the Company issued 2,859,230 shares of common stock to employees and directors of the Company in exchange for services for the Company. The shares vest over periods between 11 and 36 months. During the quarter ended March 31, 2019, the Company recorded $28,270 for the vested portion of the shares, leaving $343,430 of unvested compensation expense to be recognized in future periods

 

  e) On February 7, 2019, the holder of the assigned note converted $75,000 of the note and $7,499 of interest into 1,071,418 shares of the Company’s common stock.

 

  f) On February 7, 2019, the Company issued 172,414 shares of common stock upon the conversion of $12,500 of principal pursuant to the loan described in Note 8(b).

 

  g) On February 11, 2019, the Company issued 317,600 shares of common stock upon the conversion of $24,697 of principal pursuant to the loan described in Note 8(e).

 

  h) On February 12, 2019, the Company issued 300,000 shares of common stock upon the conversion of $21,750 of principal pursuant to the loan described in Note 8(b).

 

  i) On February 14, 2019, the Company issued 1,400,000 shares of common stock upon the conversion of $140,000 principal pursuant to the convertible promissory note described in Note 8(m).

 

  j) On March 7, 2019, the Company issued 576,501 shares of common stock upon the conversion of $39,375 of principal pursuant to the loan described in Note 8( c).
     
    The above issuances of the Company’s securities were not registered under the Securities Act and the Company relied on an exemption from registration provided by rule 506 of Regulation D promulgated under the Securities Act for such issuances.

 

39

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit #   Exhibit Description
10.1   Employment agreement, dated August 1, 2018, by and between the Company and Roger Ponder
     
10.2   Employment agreement, dated August 1, 2018, by and between the Company and Keith Hayter
     
31.1   Certification of the Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certifications of the Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certifications of the Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101 SCH   XBRL Taxonomy Extension Schema Document
     
101 CAL   XBRL Taxonomy Calculation Linkbase Document
     
101 LAB   XBRL Taxonomy Labels Linkbase Document
     
101 PRE   XBRL Taxonomy Presentation Linkbase Document
     
101 DEF   XBRL Taxonomy Extension Definition Linkbase Document

 

40

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  SPECTRUM GLOBAL SOLUTIONS, INC.
     
Date: May 15, 2019 By: /s/ Roger M. Ponder
    Roger M. Ponder
    Chief Executive Officer and Principal Financial Officer

 

 

41

 

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