UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 2023
ORor
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file numberFile Number: 000-55789
BANTEC, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 30-0967943 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
| 07424 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (203) 220-2296
N/A195 Paterson Ave, Little Falls NJ 07424
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 30, 2023, there were 6,994,378 shares of the registrant’s common stock issued and outstanding.
Securities registered pursuant to Section 12(b) of the Act:
registered | ||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,993,994,532 shares as of May 12, 2023.
BANTEC, INC.
Form 10-Q
March 31,June 30, 2023
TABLE OF CONTENTS
i
| i |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BANTEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2023 | September 30, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 43,772 | $ | 186,386 | ||||
| Accounts receivable | 268,180 | 419,951 | ||||||
| Inventory | 55,123 | 92,917 | ||||||
| Prepaid expenses and other current assets | 34,527 | 4,663 | ||||||
| TOTAL CURRENT ASSETS | 401,602 | 703,917 | ||||||
| Property and equipment, net | 1,461 | 1,461 | ||||||
| Right of use asset | 140,561 | 33,568 | ||||||
| TOTAL ASSETS | $ | 543,624 | $ | 738,946 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 2,667,897 | $ | 2,730,309 | ||||
| Accrued expenses and interest | 6,257,978 | 5,094,394 | ||||||
| Convertible notes, net of debt discount and premiums | 585,467 | 7,422,326 | ||||||
| Line of credit | 20,000 | - | ||||||
| Note payable – seller | 834,000 | 837,000 | ||||||
| Current portion notes and loans payable – net of discounts | 523,876 | 217,897 | ||||||
| Notes payable – related party | 7,151,790 | 13,537 | ||||||
| Mandatorily redeemable Preferred Stock Series C - $1.50 stated value, 1,000,000 shares designated and authorized, 224,000 issued and outstanding at June 30, 2023 | 336,000 | - | ||||||
| Settlement payable | 57,448 | 154,562 | ||||||
| Lease liability - current portion | 40,311 | 34,475 | ||||||
| TOTAL CURRENT LIABILITIES | 18,474,767 | 16,504,500 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Lease liability - long-term portion | 100,250 | - | ||||||
| Notes and loans payable – net of current portion | 150,000 | 127,539 | ||||||
| TOTAL LONG-TERM LIABILITIES | 250,250 | 127,539 | ||||||
| TOTAL LIABILITIES | $ | 18,725,017 | $ | 16,632,039 | ||||
| Temporary Equity – Convertible Preferred Stock Series B - $1.50 stated value, 1,000,000 shares designated and authorized, 224,000 and 448,000 issued and outstanding at June 30, 2023 and September 30, 2022, respectively | $ | 461,064 | $ | 685,440 | ||||
| Commitments and Contingencies (See Note 15) | ||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Preferred stock - $0.0001 par value, 5,000,000 shares authorized, Series A preferred stock – no par value, 250 shares designated, issued and outstanding at June 30, 2023 and September 30, 2022, respectively | $ | - | $ | - | ||||
| Common stock - $0.0001 par value,12,000,000,000 shares authorized, 6,994,378 and 4,407,321 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively | 699 | 441 | ||||||
| Additional paid-in capital | 19,242,756 | 19,051,212 | ||||||
| Accumulated deficit | (37,885,912 | ) | (35,630,186 | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | (18,642,457 | ) | (16,578,533 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 543,624 | $ | 738,946 | ||||
The accompanying unaudited condensed consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 1 |
BANTEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Sales | $ | 590,333 | $ | 750,756 | $ | 1,819,622 | $ | 1,522,781 | ||||||||
| Cost of Goods Sold | 489,822 | 629,023 | 1,515,984 | 1,258,376 | ||||||||||||
| Gross Profit | 100,511 | 121,733 | 303,638 | 264,405 | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling, general, and administrative expenses | 397,360 | 477,310 | 1,393,133 | 1,679,135 | ||||||||||||
| TOTAL OPERATING EXPENSES | 397,360 | 477,310 | 1,393,133 | 1,679,135 | ||||||||||||
| LOSS FROM OPERATIONS | (296,849 | ) | (355,577 | ) | (1,089,495 | ) | (1,414,730 | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Interest and financing costs | (346,534 | ) | (240,715 | ) | (1,166,231 | ) | (844,426 | ) | ||||||||
| Gain (loss) on change in fair market value of derivative | - | (20,811 | ) | - | (8,710 | ) | ||||||||||
| Gains on debt extinguishment, net of prepayment penalty | - | 159,846 | - | 234,933 | ||||||||||||
| TOTAL OTHER EXPENSE, NET | (346,534 | ) | (101,680 | ) | (1,166,231 | ) | (618,203 | ) | ||||||||
| LOSS BEFORE TAXES | (643,383 | ) | (457,257 | ) | (2,255,726 | ) | (2,032,933 | ) | ||||||||
| Provision for Income tax | - | - | - | - | ||||||||||||
| NET LOSS | $ | (643,383 | ) | $ | (457,257 | ) | $ | (2,255,726 | ) | $ | (2,032,933 | ) | ||||
| Dividends Attributable to Series B Preferred Stock | (34,931 | ) | - | (111,623 | ) | - | ||||||||||
| NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ | (678,314 | ) | $ | (457,257 | ) | $ | (2,367,349 | ) | $ | (2,032,933 | ) | ||||
| BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS | $ | (0.10 | ) | $ | (0.12 | ) | $ | (0.38 | ) | $ | (0.68 | ) | ||||
| BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING | 6,993,995 | 3,761,575 | 6,281,211 | 3,003,634 | ||||||||||||
The accompanying unaudited condensed consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
BANTEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETSSTATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2023 AND 2022
| March 31, | September 30, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 10,149 | $ | 186,386 | ||||
| Accounts receivable | 299,350 | 419,951 | ||||||
| Inventory | 83,838 | 92,917 | ||||||
| Prepaid expenses and other current assets | 4,663 | 4,663 | ||||||
| Total Current Assets | 398,000 | 703,917 | ||||||
| Property and equipment, net | 1,461 | 1,461 | ||||||
| Right of use lease asset | 7,443 | 33,568 | ||||||
| Total non-current assets | 8,904 | 35,029 | ||||||
| Total Assets | $ | 406,904 | $ | 738,946 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 2,717,147 | $ | 2,730,309 | ||||
| Accrued expenses and interest | 5,880,856 | 5,094,394 | ||||||
| Convertible notes payable – net of discounts and premiums | 7,470,325 | 7,422,326 | ||||||
| Note payable – seller | 834,000 | 837,000 | ||||||
| Current portion notes and loans payable – net of discounts | 324,406 | 217,897 | ||||||
| Notes payable – related party | 102,170 | 13,537 | ||||||
| Settlement payable | 122,340 | 154,562 | ||||||
| Lease liability – current portion | 7,670 | 34,475 | ||||||
| Total Current Liabilities | 17,458,914 | 16,504,500 | ||||||
| Long-term Liabilities: | ||||||||
| Notes and loans payable – net of current portion | 150,000 | 127,539 | ||||||
| Total Long-term Liabilities | 150,000 | 127,539 | ||||||
| Total Liabilities | 17,608,914 | 16,632,039 | ||||||
| Temporary Equity – Convertible Preferred Stock Series B - $1.50 stated value, 1,000,000 shares designated and authorized, 448,000 issued and outstanding at March 31, 2023 and September 30, 2022 | 762,133 | 685,440 | ||||||
| Commitments and Contingencies (Note 15) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock - $0.0001 par value, 5,000,000 shares authorized, Series A preferred stock – no par value, 250 shares designated, issued and outstanding at March 31, 2023 and September 30, 2022, respectively | - | - | ||||||
| Common stock - $0.0001 par value,12,000,000,000 shares authorized, 6,993,994,532 and 4,407,320,832 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively | 699,400 | 440,733 | ||||||
| Additional paid-in capital | 18,578,986 | 18,610,920 | ||||||
| Accumulated deficit | (37,242,529 | ) | (35,630,186 | ) | ||||
| Total Stockholders’ Deficit | (17,964,143 | ) | (16,578,533 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 406,904 | $ | 738,946 | ||||
(Unaudited)
See accompanying notes to these condensed consolidated unaudited financial statements.
| Series A Preferred Stock | Common Stock | Additional | Total | |||||||||||||||||||||||||
| No. of Shares | Value | No. of Shares | Value | Paid-in Capital | Accumulated Deficit | Stockholders’ Deficit | ||||||||||||||||||||||
| Balance at September 30, 2021 | 250 | $ | - | 2,470,511 | $ | 247 | $ | 18,160,515 | $ | (32,956,840 | ) | $ | (14,796,078 | ) | ||||||||||||||
| Shares issued for cash | - | - | 100,000 | 10 | 249,990 | - | 250,000 | |||||||||||||||||||||
| Shares issued for conversion of notes and reclassification of debt premiums | - | - | 122,850 | 12 | 185,838 | - | 185,850 | |||||||||||||||||||||
| Share-based compensation | - | - | - | - | 34,934 | - | 34,934 | |||||||||||||||||||||
| Net loss for the three months ended December 31, 2021 | - | - | - | - | - | (852,972 | ) | (852,972 | ) | |||||||||||||||||||
| Balance at December 31, 2021 | 250 | - | 2,693,361 | 269 | 18,631,277 | (33,809,812 | ) | (15,178,266 | ) | |||||||||||||||||||
| Shares issued for cash | - | - | 540,980 | 54 | 324,535 | - | 324,589 | |||||||||||||||||||||
| Shares issued for conversion of notes and reclassification of debt premiums | - | - | 237,476 | 23 | 164,779 | - | 164,802 | |||||||||||||||||||||
| Share-based compensation | - | - | - | - | 34,174 | - | 34,174 | |||||||||||||||||||||
| Net loss for the three months ended March 31, 2022 | - | - | - | - | - | (722,704 | ) | (722,704 | ) | |||||||||||||||||||
| Balance at March 31, 2022 | 250 | - | 3,471,817 | 346 | 19,154,765 | (34,532,516 | ) | (15,377,405 | ) | |||||||||||||||||||
| Shares issued for cash | - | - | 208,333 | 21 | 124,979 | - | 125,000 | |||||||||||||||||||||
| Shares issued for conversion of notes and reclassification of debt premiums | - | - | 292,855 | 30 | 121,379 | - | 121,409 | |||||||||||||||||||||
| Net loss for the three months ended June 30, 2022 | - | - | - | - | - | (457,257 | ) | (457,257 | ) | |||||||||||||||||||
| Balance at June 30, 2022 | 250 | $ | - | 3,973,005 | $ | 397 | $ | 19,401,123 | $ | (34,989,773 | ) | $ | (15,588,253 | ) | ||||||||||||||
| 3 |
| Series A | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional | Total | |||||||||||||||||||||||||
| No. of Shares | Value | No. of Shares | Value | Paid-in Capital | Accumulated Deficit | Stockholders’ Deficit | ||||||||||||||||||||||
| Balance at September 30, 2022 | 250 | $ | - | 4,407,321 | $ | 441 | $ | 19,051,212 | $ | (35,630,186 | ) | $ | (16,578,533 | ) | ||||||||||||||
| Shares issued for cash | - | - | 496,667 | 49 | 99,284 | - | 99,333 | |||||||||||||||||||||
| Shares issued for conversion of notes and reclassification of debt premiums | - | - | 960,120 | 96 | 102,501 | - | 102,597 | |||||||||||||||||||||
| Preferred Stock Series B dividend | - | - | - | - | (36,960 | ) | - | (36,960 | ) | |||||||||||||||||||
| Net loss for the three months ended December 31, 2022 | - | - | - | - | - | (781,675 | ) | (781,675 | ) | |||||||||||||||||||
| Balance at December 31, 2022 | 250 | - | 5,864,108 | 586 | 19,216,037 | (36,411,861 | ) | (17,195,238 | ) | |||||||||||||||||||
| Shares issued for conversion of notes and reclassification of debt premiums | - | - | 1,129,887 | 113 | 101,382 | - | 101,495 | |||||||||||||||||||||
| Preferred Stock Series B dividend | - | - | - | - | (39,732 | ) | - | (39,732 | ) | |||||||||||||||||||
| Net loss for the three months ended March 31, 2023 | - | - | - | - | - | (830,668 | ) | (830,668 | ) | |||||||||||||||||||
| Balance at March 31, 2023 | 250 | - | 6,993,995 | 699 | 19,277,687 | (37,242,529 | ) | (17,964,143 | ) | |||||||||||||||||||
| Preferred Stock Series B dividend | - | - | - | - | (34,931 | ) | - | (34,931 | ) | |||||||||||||||||||
| Fractional shares issued from reverse split | - | - | 383 | - | - | - | - | |||||||||||||||||||||
| Net loss for the three months ended June 30, 2023 | - | - | - | - | - | (643,383 | ) | (643,383 | ) | |||||||||||||||||||
| Balance at June 30, 2023 | 250 | $ | - | 6,994,378 | $ | 699 | $ | 19,242,756 | $ | (37,885,912 | ) | $ | (18,642,457 | ) | ||||||||||||||
The accompanying unaudited condensed consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
BANTEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the nine months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (2,255,726 | ) | $ | (2,032,933 | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||||
| Amortization of debt discounts | 276,972 | 65,753 | ||||||
| Accretion of premium on convertible notes | 156,000 | 193,557 | ||||||
| Depreciation and intangibles amortization | - | 6,698 | ||||||
| Share-based compensation expense | - | 69,108 | ||||||
| Share issued for conversion fees | 18,704 | 3,295 | ||||||
| Fee notes issued | 156,000 | 135,000 | ||||||
| (Gain) on debt extinguishment | - | (259,215 | ) | |||||
| (Gain) Loss on derivative, change in fair market value | - | 8,710 | ||||||
| Non-cash rent expense | - | 4 | ||||||
| Changes in Assets and Liabilities: | ||||||||
| Accounts receivable | 151,771 | (153,380 | ) | |||||
| Inventory | 37,794 | (41,216 | ) | |||||
| Prepaid expenses and other assets | (29,864 | ) | 24,219 | |||||
| Right of use lease asset | (907 | ) | - | |||||
| Accounts payable and accrued expenses | 1,106,561 | 739,894 | ||||||
| Settlement payable | (97,114 | ) | - | |||||
| NET CASH USED IN OPERATING ACTIVITIES | (479,809 | ) | (1,240,506 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of shares | 99,333 | 699,589 | ||||||
| Proceeds from line of credit | 20,000 | - | ||||||
| Net proceeds from notes payable | 118,250 | - | ||||||
| Repayments of notes payable | (26,042 | ) | - | |||||
| Net proceeds from convertible notes payable | - | 101,250 | ||||||
| Repayments of convertible notes | - | (122,766 | ) | |||||
| Repayments of promissory notes, MFA | (40,741 | ) | - | |||||
| Net proceeds from notes payable, related party | 245,062 | 125,000 | ||||||
| Repayments on notes payable, related party | (75,667 | ) | (76,745 | ) | ||||
| Repayments on note payable - seller | (3,000 | ) | (27,000 | ) | ||||
| Repayments of line of credit | - | (4,885 | ) | |||||
| Repayments of factoring notes | - | (196,764 | ) | |||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 337,195 | 497,679 | ||||||
| NET DECREASE IN CASH | (142,614 | ) | (742,827 | ) | ||||
| CASH AT BEGINNING OF PERIOD | 186,386 | 985,953 | ||||||
| CASH AT END OF PERIOD | $ | 43,772 | $ | 243,126 | ||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash paid during the period: | ||||||||
| Interest | $ | 26,067 | $ | 26,767 | ||||
| Income Tax | $ | - | $ | - | ||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||||||
| Issuance of common stock for conversion of convertible notes and accrued interest | $ | 95,388 | $ | 305,286 | ||||
| Reclassification of debt premium upon conversion of convertible debt | $ | 90,000 | $ | 163,480 | ||||
| Debt discount | $ | 38,000 | $ | 7,500 | ||||
| Right-of-use asset and lease liability pursuant to ASC 842 | $ | 140,561 | $ | - | ||||
| Value of Series C preferred stock in connection with an Exchange Agreement | $ | 336,000 | $ | - | ||||
| Purchase of convertible note by related party | $ | 5,747,872 | $ | - | ||||
| Transfer of debt premium upon purchase by related party | $ | 1,220,986 | $ | - | ||||
The accompanying unaudited condensed consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
BANTEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Sales | $ | 623,123 | $ | 369,908 | $ | 1,229,289 | $ | 772,025 | ||||||||
| Cost of Goods Sold | 514,946 | 322,053 | 1,026,162 | 629,353 | ||||||||||||
| Gross Profit | 108,177 | 47,855 | 203,127 | 142,672 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Selling, general, and administrative expenses | 481,483 | 547,529 | 995,773 | 1,201,825 | ||||||||||||
| Total Operating Expenses | 481,483 | 547,529 | 995,773 | 1,201,825 | ||||||||||||
| Loss from Operations | (373,306 | ) | (499,674 | ) | (792,646 | ) | (1,059,153 | ) | ||||||||
| Other Income (Expenses): | ||||||||||||||||
| Gain (loss) on change in fair market value of derivative | - | 11,424 | - | 12,101 | ||||||||||||
| Gains on debt extinguishment, net of prepayment penalty | - | 75,087 | - | 75,087 | ||||||||||||
| Interest and financing costs | (457,362 | ) | (309,541 | ) | (819,697 | ) | (603,711 | ) | ||||||||
| Total Other Income (Expenses) | (457,362 | ) | (223,030 | ) | (819,697 | ) | (516,523 | ) | ||||||||
| Net Loss before Provision for Income Tax | $ | (830,668 | ) | $ | (722,704 | ) | $ | (1,612,343 | ) | $ | (1,575,676 | ) | ||||
| Provision for Income tax | - | - | - | - | ||||||||||||
| Net Loss | $ | (830,668 | ) | $ | (722,704 | ) | $ | (1,612,343 | ) | $ | (1,575,676 | ) | ||||
| Dividends Attributable to Series B Preferred Stock | (39,732 | ) | - | (76,692 | ) | - | ||||||||||
| Net Loss Attributable to Common Stockholders | $ | (870,400 | ) | $ | (722,704 | ) | $ | (1,689,035 | ) | $ | (1,575,676 | ) | ||||
| Basic and Diluted Loss Per Share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted Average Number of Common Shares Outstanding: | ||||||||||||||||
| Basic and diluted | 6,526,894,563 | 3,137,190,619 | 5,922,850,352 | 2,862,173,585 | ||||||||||||
See accompanying notes to these condensed consolidated unaudited financial statements.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2023 AND 2022
(UNAUDITED)
For the Six Months ended March 31, 2023
| Series A Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – September 30, 2022 | 250 | $ | - | 4,407,320,832 | $ | 440,733 | $ | 18,610,920 | $ | (35,630,186 | ) | $ | (16,578,533 | ) | ||||||||||||||
| Shares issued for cash | - | - | 496,667,000 | 49,667 | 49,666 | - | 99,333 | |||||||||||||||||||||
| Shares issued for conversions of notes and accrued interest including premiums reclassified | - | - | 2,090,006,700 | 209,000 | (4,908 | ) | - | 204,092 | ||||||||||||||||||||
| Preferred Stock Series B dividend | - | - | - | - | (76,692 | ) | - | (76,692 | ) | |||||||||||||||||||
| Net loss | - | - | - | - | - | (1,612,343 | ) | (1,612,343 | ) | |||||||||||||||||||
| Balance – March 31, 2023 | 250 | $ | - | 6,993,994,532 | $ | 699,400 | $ | 18,578,986 | $ | (37,242,529 | ) | $ | (17,964,143 | ) | ||||||||||||||
For the Three Months ended March 31, 2023
| Series A Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – December 31, 2022 | 250 | $ | - | 5,864,107,732 | $ | 586,412 | $ | 18,630,211 | $ | (36,411,861 | ) | $ | (17,195,238 | ) | ||||||||||||||
| Shares issued for conversions of notes and accrued interest including premiums reclassified | - | - | 1,129,886,800 | 112,988 | (11,493 | ) | - | 101,495 | ||||||||||||||||||||
| Preferred Stock Series B dividend | - | - | - | - | (39,732 | ) | - | (39,732 | ) | |||||||||||||||||||
| Net loss | - | - | - | - | - | (830,668 | ) | (830,668 | ) | |||||||||||||||||||
| Balance – March 31, 2023 | 250 | $ | - | 6,993,994,532 | $ | 699,400 | $ | 18,578,986 | $ | (37,242,529 | ) | $ | (17,964,143 | ) | ||||||||||||||
For the Six Months ended March 31, 2022
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, September 30, 2021 | 250 | $ | - | 2,470,510,585 | $ | 247,052 | $ | 17,913,710 | $ | (32,956,840 | ) | $ | (14,796,078 | ) | ||||||||||||||
| Share-based compensation | - | - | - | - | 69,108 | - | 69,108 | |||||||||||||||||||||
| Shares issued for cash | - | - | 640,980,000 | 64,098 | 510,491 | - | 574,589 | |||||||||||||||||||||
| Shares issued for conversion of notes and reclassification of debt premiums | - | - | 360,326,326 | 36,032 | 314,620 | - | 350,652 | |||||||||||||||||||||
| Net loss for the six months ended March 31, 2022 | - | - | - | - | - | (1,575,676 | ) | (1,575,676 | ) | |||||||||||||||||||
| Balance, March 31, 2022 (Unaudited) | 250 | $ | - | 3,471,816,911 | $ | 347,182 | $ | 18,807,929 | $ | (34,532,516 | ) | $ | (15,377,405 | ) | ||||||||||||||
For the Three Months ended March 31, 2022
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, December 31, 2021 | 250 | $ | - | 2,693,360,585 | $ | 269,337 | $ | 18,362,209 | $ | (33,809,812 | ) | $ | (15,178,266 | ) | ||||||||||||||
| Share-based compensation | - | - | - | - | 34,174 | - | 34,174 | |||||||||||||||||||||
| Shares issued for cash | - | - | 540,980,000 | 54,098 | 271,491 | - | 324,589 | |||||||||||||||||||||
| Shares issued for conversion of notes and reclassification of debt premiums | - | - | 237,476,326 | 23,747 | 141,055 | - | 164,802 | |||||||||||||||||||||
| Net loss for the three months ended March, 2022 | - | - | - | - | - | (722,704 | ) | (722,704 | ) | |||||||||||||||||||
| Balance, March 31, 2022 (Unaudited) | 250 | $ | - | 3,471,816,911 | $ | 347,182 | $ | 18,807,929 | $ | (34,532,516 | ) | $ | (15,377,405 | ) | ||||||||||||||
See accompanying notes to these condensed consolidated unaudited financial statements.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended | ||||||||
| March 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (1,612,343 | ) | $ | (1,575,676 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization of debt discounts | 169,712 | 62,495 | ||||||
| Accretion of premium on convertible note | 114,000 | 148,558 | ||||||
| Share-based compensation expense | - | 69,108 | ||||||
| Shares issued for conversion fees | 18,704 | - | ||||||
| Fee notes issued | 114,000 | 90,000 | ||||||
| (Gain) on debt extinguishment | - | (99,231 | ) | |||||
| (Gain) Loss on derivative, change in fair market value | - | (12,101 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 120,602 | (41,013 | ) | |||||
| Inventory | 9,080 | (60,392 | ) | |||||
| Prepaid expenses and other current assets | - | 23,948 | ||||||
| Right of use lease asset | (948 | ) | 26,088 | |||||
| Accounts payable and accrued expenses | 778,683 | 408,993 | ||||||
| Settlements payable | (32,222 | ) | - | |||||
| Right of use lease liability | - | (26,003 | ) | |||||
| Cash Provided by (Used in) Operating Activities | (320,732 | ) | (985,226 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of shares | 99,333 | 574,589 | ||||||
| Net proceeds from convertible notes payable | - | 101,250 | ||||||
| Repayments of convertible notes | - | (120,000 | ) | |||||
| Repayments promissory notes, MFA | (40,741 | ) | - | |||||
| Net proceeds from note payable, related party | 151,800 | 75,000 | ||||||
| Repayment note payable, related party | (62,897 | ) | (24,087 | ) | ||||
| Repayments, Seller’s note payable | (3,000 | ) | (18,000 | ) | ||||
| Repayment of line of credit | - | (4,885 | ) | |||||
| Repayment of factoring notes | - | (196,764 | ) | |||||
| Cash (Used in) Provided by Financing Activities | 144,495 | 387,103 | ||||||
| Net (Decrease) Increase in Cash | (176,237 | ) | (598,123 | ) | ||||
| Cash - beginning of period | 186,386 | 985,953 | ||||||
| Cash - end of period | $ | 10,149 | $ | 387,830 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | 16,965 | $ | - | ||||
| Taxes | $ | - | $ | - | ||||
| Supplemental disclosure of noncash financing and investing activities: | ||||||||
| Issuance of common stock for conversion of convertible notes and accrued interest | $ | 95,388 | $ | 231,787 | ||||
| Reclassification of debt premium upon conversion of convertible debt | $ | 90,000 | $ | 118,865 | ||||
| Debt discounts recorded | $ | - | $ | 7,500 | ||||
See accompanying notes to these condensed consolidated unaudited financial statements.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,June 30, 2023
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS
Bantec, Inc. is producta company providing products and service companyservices (“Bantec” or the “Company”), targeting the U.S. Government, state governments, municipalities, hospitals, universities, manufacturers and other building owners. Bantec also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co., (“Howco”) (collectively, the “Company”) to the United StatesU.S. Department of Defense and Defense Logistics Agency. The Company established Bantec Sanitizing, LLC in fiscal 2021, which offers sanitizing products and equipment through its newonline store - bantec.store. Bantec Sanitizing is currently offering Bantec Sanitizing franchises for sale. The Company has operations based in Little Falls,Sparta, New Jersey and Vancouver, Washington. Howco operates in Vancouver, Washington and all other operations are in Sparta, New Jersey. The Company continues to seek strategic acquisitions and partnerships that would offer usit an opportunity to grow sales and profit.
On July 11, 2023, the Company filed a certificate of amendment to its certificate of incorporation, as amended, to effect a one-for-one thousand (1:1,000) Reverse Stock Split (the “Reverse Stock Split”). Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN
Basis of Presentation and Principles of Consolidation
The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying consolidated financial statements include the accounts of Bantec Inc. and its wholly-owned subsidiaries, Drone USA, LLC, Bantec Construction, LLC, Bantec Sanitizing, LLC, Bantec Logistics LLC and Howco. Bantec Construction, LLC, Bantec Logistics LLC and Bantec Sanitizing, LLC are in start-up stages with minor revenues and cash expenditures. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the sixnine months ended March 31,June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending September 30, 2023. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended September 30, 2022 and footnotes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on January 12, 2023. The consolidated balance sheet as of September 30, 2022 contained herein has been derived from the audited consolidated financial statements as of September 30, 2022 but does not include all disclosures required by GAAP.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the sixnine months ended March 31,June 30, 2023, the Company has incurred a net loss of $1,612,343$2,255,726 and used cash in operations of $320,732.$479,809. The working capital deficit, stockholders’ deficit and accumulated deficit was $17,060,914, $17,964,143$18,073,165, $18,642,457 and $37,242,529,$37,885,912, respectively, at March 31,June 30, 2023. On September 6, 2019, the Company received a default notice on its payment obligations under the senior secured credit facility agreement which was previously in default (see Note 9),. The Company also defaulted on its Note Payable – Seller in September 2017 and has since defaulted on other promissory notes. As of March 31,June 30, 2023, the Company has received demands for payment of past due amounts from several consultants and service providers. It is the management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon the management’s ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has continued to implement cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. However, additional funding may not be available to the Company on acceptable terms, or at all. Any failure to raise capital as and when needed could have a negative impact on the Company’s ability to pursue its business plans and strategies, and the Company would likely be forced to delay, reduce, or terminate some or all of its activities, all of which could have a material adverse effect on the Company’s business, results of operations and financial condition.
| 6 |
BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of intangible assets for impairment analysis, valuation of the lease liability and related right-of-use asset, valuation of stock-based compensation, valuation of redeemable preferred stock, valuation of derivative liabilities, and the valuation allowance on deferred tax assets.
Fair Value Measurements
The Company follows the FASB Fair Value Measurements standard, as they applyit applies to its financial instruments. This standard defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature.
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
The Company’s non-financial assets, such as ROU assets, and property and equipment, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
Cash and Cash Equivalents
Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates.
Accounts Receivable
Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible.
| 7 |
BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
Inventory
Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in timejust-in-time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis.
Property & Equipment
Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The assets are fully operational drones used as demonstration units and each unit exceeds management’s threshold for capitalization of $2,000. The Company depreciates these demonstration units over a period of 3 years. No depreciation was recognized during the sixnine months ended March 31,June 30, 2023, as the related equipment was depreciated to salvageable value as of September 30, 2021. Management believes that the salvageable value of $1,461 is an adequate representation of the value of the demonstration drones at March 31,June 30, 2023.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value based on the present value of estimated future cash flows.
Deferred Financing Costs
All unamortized deferred financing costs related to the Company’s borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs included in the consolidated statement of operations.
Revenue Recognition
The Company follows Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, which has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.
The Company sells a variety of products to government entities. The purchase order received specifies each item and its manufacturer; the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligations exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation.
The Company through its subsidiary Howco may enterenters into contracts to package products for a third-party company servicing the same government customer base. The contracts are based on the job lot as shipped to Howco for packaging. The customer is billed upon completion each job lot at which time revenue is recognized.
The Company sells drones and related products manufactured by third parties to various parties, primarily local government entities. The Company also offers technical services related to drone utilization and performs other services. Contracts for drone related products and services sales will be evaluated using the five-step process outline above. There have been no material sales for drone products or other services for which full compliance with performance obligations has not been met. Upon significant sales for drone products, and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics.
| 8 |
BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
The Company began sales of sanitizing products and services during the year ended September 30, 2022. Revenue for this line of business is recognized upon shipment and delivery of training services (as applicable).
Stock-based compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. Additionally, effective October 1, 2016, the Company adopted the Accounting Standards Update No. 2016-09 (“ASU 2016-09”), Improvements to Employee Share-Based Payment Accounting. Among other changes, ASU 2016-09 permits the election of an accounting policy for forfeitures of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award. The Company has elected to recognize forfeitures as they occur and the cumulative impact of this change did not have any effect on the Company’s consolidated financial statements and related disclosures.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
As of October 1, 2018, the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore, the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date.
Shipping and Handling Costs
The Company has included freight-out as a component of cost of sales, which amounted to $20,683$39,382 and $33,325$45,316 for the sixnine months ended March 31,June 30, 2023 and 2022, respectively.
Convertible Notes with Fixed Rate Conversion Options
The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”.
Derivative Liabilities
The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.
| 9 |
BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
Lease Accounting
In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to report on their balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases under the prior guidance (ASC Topic 840). Under the new guidance, codified as ASC Topic 842, the lease liability must be measured initially based on the present value of future lease payments, subject to certain conditions. The right-of-use asset must be measured initially based on the amount of the liability, plus certain initial direct costs. The new guidance further requires that leases be classified at inception as either (a) operating leases or (b) finance leases. For operating leases, periodic expense generally is flat (straight-line) throughout the life of the lease. For finance leases, periodic expense declines over the life of the lease. The new standard, as amended, provides an option for entities to use the cumulative-effect transition method. As permitted, the Company adopted ASC Topic 842 effective June 1, 2020. The adoption of ASC Topic 842 did not have a material impact on the Company’s consolidated financial statements.
TheIn 2020, the Company’s subsidiary has renewed the lease for the warehouse and office facility in Vancouver, Washington in May 2020 effective June 1, 2020, which extends through May 30, 2023, and is accounted for it under ASC 842. The Company signed the seventh amendment to the lease on May 2, 2023 extending the lease end date to May 31, 2026 with two additional option years. The corporate office is an annual arrangement which provides for a single office in a shared office environment and is exempt from ASC 842 treatment. During the year ended September 30, 2020 theThe Company recognized a lease liability of $156,554$140,561 and the related right-of-use asset for the same amount and will amortize both over the life of the lease.
Income Taxes
The Company’s current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. The Company follows the accounting for uncertainty in income taxes guidance, which clarifies the accounting and disclosures for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
The Company currently has no federal or state tax examinations in progress. As of March 31,June 30, 2023, the Company’s tax returns for the tax years 2022, 2021 2020 and 20192020 remain subject to audit, primarily by the Internal Revenue Service. The income tax returns for the tax year 2022 are on extension and have not yet been filed.
The Company did not have material unrecognized tax benefits as of March 31,June 30, 2023 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of the provision for income taxes.
| 10 |
BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
Net Loss Per Share
Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of March 31, 2023, 16,423 options were outstanding, warrants to purchase 2,240,000,000 shares of common stock were outstanding and exercisable. There are 448,000 shares of Series B Preferred Stock outstanding which are convertible into 6,720,000,000 shares of common stock at March 31, 2023. Additionally, as of March 31, 2023, the outstanding principal balance, including accrued interest of the third-party convertible debt, totaled $8,857,222 and was convertible into 192,162,563,834 shares of common stock. The total potentially dilutive shares calculated is 201,122,580,257. It should be noted that contractually the limitations on the third-party notes (and the related warrant)warrants) limit the number of shares converted to either 4.99% or 9.99% of the then outstanding shares. The Company’s CEO and Chairman of the Board of Directors holds a control blockall issued and outstanding shares of Series A Preferred Stock, which confers upon him a majority vote in all Company matters including authorization of additional shares of common sharesstock or to reverse split the stock. The Company has filed a DEF 14C to effect the reverse stock split outlined below. Following that reverse split the shortfall in available stock will be remedied.split. As of March 31,June 30, 2023 and 2022, potentially dilutive securities consisted of the following:
| March 31, 2023 | March 31, 2022 | June 30, 2023 | June 30, 2022 | |||||||||||||
| Stock options | 16,423 | 17,223 | 16 | 16 | ||||||||||||
| Warrants | 2,240,000,000 | 239,554,150 | 2,240,000 | 399,257 | ||||||||||||
| Series B Preferred Stock | 6,720,000,000 | - | 922,128,000 | - | ||||||||||||
| Third party convertible debt (including senior debt) | 192,162,563,834 | 15,486,087,812 | ||||||||||||||
| Third party convertible debt | 1,108,244,329 | 18,643,854 | ||||||||||||||
| Total | 201,122,580,257 | 15,725,659,185 | 2,032,612,345 | 19,043,127 | ||||||||||||
Effect of the Planned Reverse Split
On February 10, 2023 the Company filed Form DEF 14C to effect a reverse split of between 1:500 and 1:1,000 shares of common stock. The Company has determined that the reverse split will be 1:1,000. The Company expects the FINRA review to be completed before June 2023. The table below shows the Losses Per Share prior to the reverse split and following the reverse split of 1:1,000. A key assumption to the earnings per share calculation is that post-reverse split price is equal to the pre-reverse split times the number of shares from the ratio. For example: pre-reverse split price of $0.0003 times the reverse split of 1,000 is equal to $0.30.
| Six months Ended March 31, 2023 | Six months Ended March 31, 2022 | |||||||
| Net losses available to common stockholders | $ | 1,689,035 | $ | 1,575,676 | ||||
| Current Weighted Average Shares Outstanding | 5,922,850,352 | 2,862,173,585 | ||||||
| Loss Per Share | $ | 0.00 | $ | 0.00 | ||||
| Post Reverse Split Effected | ||||||||
| Shares Outstanding | 5,922,850 | 2,862,174 | ||||||
| Loss Per Share | $ | 0.29 | $ | 0.55 | ||||
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
The assumption inherent in the table above is a reverse split of 1:1,000.
Segment Reporting
The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of March 31,For the nine months ended June 30, 2023, the Company hashad three operating segments. Howco generated 99%99.78% of the consolidated sales which are primarily from department of defense. Drone LLC generated less than 1%0.22% of sales primarily due to state and municipal government purchases of drones and accessories. Bantec Sanitizing Inc. had no contribution to consolidated sales of its sanitizing products for the sixnine months ended March 31,June 30, 2023. Howco has 98%had 87% of the consolidated tangible assets, Drone hashad no allocated assets and Bantec Sanitizing Inc. has less than 1%had 4% of consolidated assets and the parent company has 1.4%had 9% of the consolidated tangible assets as of March 31,June 30, 2023 and additionally, there are no formal cost allocations to Howco or the other subsidiaries.
Management decisions about allocation of working capital and other assets are based on sales, inventory and operating costs, with no formal processes in place.
Recent Accounting Pronouncements
On August 5, 2020,The Company has reviewed the Financial Accounting Standards Board (FASB)(the “FASB”) issued Accounting Standards Update (“ASU”) accounting standards update (ASU) No.pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.
In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Hedging Contracts in Entity’s Own Equity (Subtopic 815-40).
The amendments in, which eliminates the ASU remove certain separationbeneficial conversion and cash conversion accounting models for convertible debt instruments, and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU also amends the derivative scope exception guidanceaccounting for certain contracts in an entity’s own equity. The amendments remove three settlement conditionsequity that are requiredcurrently accounted for equity contracts to qualify for the derivative scope exception.
In addition to the above, the ASU expands disclosure requirements foras derivatives because of specific settlement provisions, and modifies how particular convertible instruments and simplifies areas ofcertain contracts that may be settled in cash or shares impact the guidance for diluted earnings-per-share calculations that are impacted by the amendments.
EPS calculation. The ASUstandard is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excludingannual periods beginning after December 15, 2023 for smaller reporting companies, as defined by the SEC, forand interim periods within those reporting periods. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021. Early adoption2020, including interim periods within those reporting periods. The Company is permitted. The FASB noted that an entity should adoptcurrently assessing the impact the new guidance as of the beginning ofwill have on its annual fiscal year. The standard is effective for the Company beginning in fiscal year September 30, 2024.condensed consolidated financial statements.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
Entities may electIn March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to adoptaddress issues identified during the amendments through either a modified retrospective methodpost-implementation review of transition or a fully retrospective method of transition. If an entity has convertible instruments that include a down round feature, early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020.
ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial InstrumentsInstruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and ASU 2022-02 wasrestructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for fiscal yearsinterim and annual periods beginning after December 15, 2022. This adoption did not have a material effect to the Company.
The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
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BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
NOTE 3 - ACCOUNTS RECEIVABLE
The Company’s accounts receivable at March 31,June 30, 2023 and September 30, 2022 iswas as follow:
| March 31, 2023 | September 30, 2022 | June 30, 2023 | September 30, 2022 | |||||||||||||
| Accounts receivable | $ | 299,350 | $ | 419,951 | $ | 268,180 | $ | 419,951 | ||||||||
| Reserve for doubtful accounts | - | - | - | - | ||||||||||||
| $ | 299,350 | $ | 419,951 | $ | 268,180 | $ | 419,951 | |||||||||
Bad debt expense was $0 for the sixnine months ended March 31,June 30, 2023 and 2022.
NOTE 4 - INVENTORY
At March 31,June 30, 2023 and September 30, 2022, inventory consistsconsisted of finished goods and was valued at $83,838$55,123 and $92,917, respectively. No inventory reserve was deemed necessary at March 31,June 30, 2023 or September 30, 2022.
NOTE 5 - LINE OF CREDIT - BANK
The Company has a revolving line of credit with a financial institution, which balance is due on demand and principal payments are due monthly at 1/60 th of the outstanding principal balance. This revolving line of credit is in the amount of $50,000 and is personally guaranteed by the Company’s Chief Executive Officer (“CEO”). The line bears interest at a fluctuating rate equal to the prime rate plus 4.25%, which at March 31,June 30, 2023 and September 30, 2022 was 12.25%12.5% and 10.5%, respectively. As of March 31,June 30, 2023 and September 30, 2022, respectively, the balance of the line of credit was $0$20,000 and $0, with $50,000,$30,000, available at March 31,June 30, 2023.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
NOTE 6 - SETTLEMENTS PAYABLE
On July 20, 2018, the Company entered into a settlement agreement with a collection agent for American Express relating to $127,056 of past due charges. The agreement providesprovided for initial payment of $12,706, monthly payments of $6,500 and final payment on January 27, 2020 of $3,850. Under the terms of the agreement, this debt iswas in default. On June 27, 2022, the Company entered into an agreement for the balance and the other losses were $7,042 for collection fees. Under the agreement established $5,000 per month is being paid by the Company. The amount due at March 31,June 30, 2023 and September 30, 2022, was $4,892$0 and $34,892, respectively.
During the year ended September 30, 2022, $119,670 was accrued in recognition of an appeals court ruling that certain obligations be settled in cash (see Note 15). On February 14, 2023, the company hasformer CFO received a judgement of $130,400 relating to compensation. The Company paid $2,222 as of March 31, 2023. On May 3, 2023, the Company and the former CFO executed an agreement to settle the judgement amount plus potential obligations for legal fees incurred by the former CFO for a total amount of $90,000 to be paid in three equal installments beginning May 4, 2023, June 3, 2023 and July 3, 2023. The May 2023 and June 2023 payments of $60,000 were made. As of the date of filing this Form 10-Q, all payments have been made and the matter has been concluded.
The total amounts due at March 31,June 30, 2023 and September 30, 2022, was $122,340,$57,448, and $154,562, respectively.
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BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
NOTE 7 - NOTE PAYABLE – SELLER
In connection with the acquisition of Howco in September 2016, the Company issued a note payable in the amount of $900,000 to the sellers of Howco. The note matured on September 9, 2017 and bears interest at 5.50% per annum. The note requires payment of unpaid principal and interest upon maturity. The note is secured by all assets of Howco Distribution Co. and subordinated to the Senior Secured Credit Facility discussed below. The note is currently in default and the default interest rate is 8% per annum. At March 31,June 30, 2023 and September 30, 2022, the principal and accrued interest on this note amounted to $834,000, $442,312$458,946 and $837,000, and $409,063, respectively.respectively (see Note 15).
NOTE 8 - CONVERTIBLE AND PROMISSORY NOTES PAYABLE – RELATED PARTY OFFICER AND HIS AFFILIATES
The related partyoutstanding balance of convertible and other notes issued to the Company’s chief executive officer and his affiliates convertible and other notes balance consisted of the following at March 31,June 30, 2023 and September 30, 2022:
| March 31, 2023 | September 30, 2022 | June 30, 2023 | September 30, 2022 | |||||||||||||
| Principal | $ | 102,170 | $ | 13,537 | $ | 5,930,804 | $ | 13,537 | ||||||||
| Premiums | 1,220,986 | - | ||||||||||||||
| Short term | $ | 102,170 | $ | 13,527 | $ | 7,151,790 | $ | 13,527 | ||||||||
Promissory Notes Payable
On January 1, 2023, Bantec, Inc., Bantec Sanitizing LLC and Howco each executed line of credit agreements with an entity controlled by the Company’s CEO. Each agreement has the same terms: advances up to $100,000, maturity is one year, a ten percent advance fee and daily interest at 0.07% (approximately 26% annually) on the net balance due. The Company will charge the advance fees to interest expense.
Bantec, Inc. took $71,200 in advances and repaid $13,950, leaving an open balanceAs of $57,250, fees and interest charged totaled $4,576.June 30, 2023:
Bantec Sanitizing LLC took $5,600 in advances and repaid $1,000, leaving a open balance of $4,600, fees and interest charged totaled $594.
| (i) | Bantec, Inc. borrowed $155,500 and repaid $26,450, leaving an outstanding balance of $129,050, fees and interest charged totaled $4,576. |
Howco took $75,000 in advances and repaid $42,250 including $7,570 of fees and interest, leaving an open balance of $40,320. Howco makes weekly payments of $3,250.
| (ii) | Bantec Sanitizing LLC borrowed $14,562 and repaid $1,000, leaving an outstanding balance of $13,562, fees and interest charged totaled $1,664. |
| (iii) | Howco borrowed $75,000 and repaid $42,250, including $7,570 of fees and interest, leaving an outstanding balance of $40,320. Howco was making weekly payments of $3,250. |
On April 25, 2022, a promissory note was issued to the CEO by Howco for $50,000 having weekly payments of $1,570 for fifty weeks, which includeincludes a total of $28,500 of interest. The principal at March 31,June 30, 2023 and September 30, 2022 was $0 and $13,527. Interest of $4,713 was charged to interest expense during the sixnine months ended March 31,June 30, 2022 prior to repayment. The note was repaid faster than the original payment terms, and therefore the interest was lower than the original agreement terms.
On April 12, 2023, Ekimnel Strategies LLC, 100% owned by Michael Bannon, Bantec’s Chairman, CEO and CFO, purchased and assumed, all of TCA’s rights and obligations as a lender under the Senior Secured Credit Facility Agreement dated May 31, 2016 and effective September 13, 2016 and all subsequent documents from the Receiver for TCA Global Credit Master Fund, LP. The value of the note at the time of agreement was valued at $8,546,334 including principal and accrued interest (also see Note 9 and 17).
NOTE 9 - CONVERTIBLE NOTES PAYABLE AND ADVISORY FEE LIABILITIES
The senior secured credit facility note balance and convertible debt balances consisted of the following at March 31,June 30, 2023 and September 30, 2022:
| March 31, | September 30, | June 30, | September 30, | |||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Principal | $ | 6,002,891 | $ | 5,978,891 | $ | 297,019 | $ | 5,978,891 | ||||||||
| Premiums | 1,467,434 | 1,443,435 | 288,448 | 1,443,435 | ||||||||||||
| $ | 7,470,325 | $ | 7,442,326 | $ | 585,467 | $ | 7,442,326 | |||||||||
For the sixnine months ended March 31,June 30, 2023 and 2022, amortization of debt discount on the above convertible notes amounted to $0 and $19,516$19,937 respectively.
| 13 |
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,June 30, 2023
(Unaudited)
Senior Secured Credit Facility Note - Default
On September 13, 2016, the Company entered into a senior secured credit facility note with an investment fund for the acquisition of Howco. The Company can borrow up to $6,500,000, subject to lender approval, with an initial convertible promissory note at closing of $3,500,000 (the “Note”). The Note bears interest at a rate of 18% per annum, required monthly payments of $52,500, which is interest only, starting on October 13, 2016 through February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on March 13, 2018. In the event of default, the Note balance will bear interest at 25% per annum. In connection with this Agreement, the Company was obligated to pay additional advisory fees of $850,000 payable in the form of cash or common stock in accordance with the terms of the Agreement. The Company was also required to reserve 7,0007 shares of common stock related to this transaction. The reserved shares will be released upon the satisfaction of the loan.
As of March 31,June 30, 2023, and September 30, 2022, the Company had issued 539, shares1 share of common stock in satisfaction of the $850,000 advisory fee in accordance with the terms of the agreement, such shares being issued in September 2016. The proceeds from the sale of the 539, shares1 share were to be applied to the $850,000 advisory fee due. Based upon the value of the shares, at the time the lender sells the shares, the Company may be required to redeem unsold shares for the difference between the $850,000 and the lender’s sales proceeds. Accordingly, the $850,000 was reflected as a current liability through December 31, 2017. In January 2018, in connection with a settlement agreement (see below), the accrued advisory fee was reclassified to the principal balance of the replacement Convertible Note. Through the date of the settlement agreement and through March 31,June 30, 2023 and September 30, 2022, the lender had not reported any proceeds from the sale of these shares (see below). Prior to the settlement agreement in January 2018, notwithstanding anything contained in the Agreement to the contrary, in the event the Lender has not realized net proceeds from the sale of Advisory Fee Shares equal to at least the Advisory Fee by the earlier to occur of: (A) September 13, 2017; (B) the occurrence of an Event of Default; or (C) the Maturity Date, then at any time thereafter, the Lender shall have the right, upon written notice to the Borrower, to require that the Borrower redeem all Advisory Fee Shares then in Lender’s possession for cash equal to the Advisory Fee, less any cash proceeds received by the Lender from any previous sales of Advisory Fee Shares, if any within five (5) Business Days from the date the Lender delivers such redemption notice to the Borrower.
The Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company’s common stock during the 5 business days immediately prior to the conversion date. At any time and from time to time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Company and the Holder, this Note may be, at the sole option of the Holder, convertible into shares of the Company’s common stock, in accordance with the terms and conditions of the Note. Upon liquidation by the Holder of Conversion Shares issued pursuant to a conversion notice, provided that the Holder realizes a net amount from such liquidation equal to less than the conversion amount specified in the relevant conversion notice, the Company shall issue to the Holder additional shares of the Company’s common stock equal to: (i) the Conversion Amount specified in the relevant conversion notice; minus (ii) the realized amount, as evidenced by a reconciliation statement from the Holder (a “Sale Reconciliation”) showing the realized amount from the sale of the Conversion Shares; divided by (iii) the average volume weighted average price of the Company’s common stock during the five business days immediately prior to the date upon which the Holder delivers notice (the “Make-Whole Notice”) to the Company that such additional shares are requested by the Holder.
Once a default occurs, the Note and the $850,000 advisory fee payable will be accounted for as stock settled debt at its fixed monetary value. On March 13, 2017, the Company defaulted on the monthly principal and interest payment of $298,341. Due to this default, as of June 30, 2017, the Company has accounted for the embedded conversion option as stock settled debt and recorded a debt premium of $617,647 with a charge to interest expense, and the interest rate increased to 25% (default rate).
| 14 |
BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
On March 28, 2017, the Company entered into an additional agreement with the above senior secured credit facility lender to receive a range of advisory services for a total of $1,200,000 with no definitive terms or length of service which was expensed in fiscal 2017 and had been recorded as an accrued liability – advisory fees through December 31, 2017. In connection with the settlement agreement discussed below, in January 2018, the advisory services fees payable were reclassified to the principal balance of the replacement Convertible Note.
On January 3, 2018, the Company entered into a settlement agreement (the “Settlement Agreement”) and replacement note agreements with the investment fund related to a senior secured credit facility note dated September 13, 2016. On the effective date of the Settlement Agreement, all amounts owed to the investment fund aggregated $5,788,642 and consisted of a convertible promissory note of $3,500,000, accrued interest payable of $238,642, and accrued advisory fees payable of $2,050,000. On the effective date of the Settlement Agreement, the amount due of $5,788,642 was split and apportioned into two separate replacement notes (“Replacement Note A” and Note B”). Replacement Note A had a principal amount of $1,000,000 and Replacement Note B had a principal balance of $4,788,642, both of which remained secured by the original security, pledge and guarantee agreements; and other applicable loan documents, and bear interest at 18% per annum. The default was not waived by this settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642 for accrued interest and advisory fees payable that were capitalized as note principal. The interest rate was amended to 12% effective June 12, 2018.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
The Credit Agreement was amended such that the maturity date was extended to January 13, 2019 (the “Extended Maturity Date”) for replacement Note B, while the Note A maturity date remained at March 13, 2018 but was due as of March 2017 due to the principal and interest payment default discussed above. Notwithstanding anything contained in this Agreement to the contrary, all obligations owing by the Company and all other Credit Parties under the Credit Agreement, First Replacement Note B, and all other Loan Documents shall be paid in full by the Extended Maturity Date as follows: $52,500 per month from January 13, 2018 to December 13, 2018 and the remaining principal and accrued interest on January 13, 2019. Interest payments made since the amendment have totaled $323,440 and are therefore not in accord with that amendment. However, TCA has received payments under the 3(a) (10) settlement (below) totaling $308,100 during the year ended September 30, 2018, and another $270,320, during the year ended September 30, 2019. The principal balance was $4,788,642 at September 30, 2018.
On October 30, 2018, TCA, the Company’s senior lender, amended its credit facility which had been restructured in January 2018 when fees for advisory and other matters along with accrued but unpaid interest were capitalized and separated into two notes, Note A having $1,000,000 principal and Note B having $4,788,642 both having the same maturity terms, interest rates and conversion rights. Under the current amendment total amounts outstanding under the notes along with accrued interest of $537,643 has been capitalized with the principal amount due of $6,018,192, $5,326,285 for Note B and $691,907 for Note A. The restated note has the same conversion price discount and therefore continues to be stock settled debt under ASC 480, an additional $94,878 was charged to interest with a credit to debt premium. The restated note accrues interest on the principal balance at 12% per annum, includes amortization to the new maturity date of December 15, 2020. The amortization payments credited toward the principal amount and accrued interest vary and include payments made under the 3(a)(10) settlement agreement with a third party related to Note A. Economically the total principal and accrued interest outstanding remain unchanged as reported in the consolidated balance sheet. All other terms including conversion rights and a make-whole provision in the case of a conversion shortfall remain the same as stated in the footnotes above.
On September 6, 2019, the Company received a default notice on its payment obligations under the senior secured credit facility agreement from TCA. The Company has proposed a number of solutions including refinancing the debt with other parties. The default was declared due to non-payment of monthly scheduled amortization (principal and interest). TCA holds security interests in all assets of the Company including its subsidiary Howco. The Company is in negotiation with the receiver appointed by the court related to the senior secured creditor’s claim and has proposed a preliminary settlement.Howco (see below).
| 15 |
BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
On January 30, 2018, pursuant to the Liability Purchase Term Sheet, the TCA Replacement Note A in the principal amount of $1,000,000 was acquired by Livingston Asset Management LLC (“Livingston”) from the original lender. Principal of Replacement Note A is due to Livingston with all then accrued but unpaid interest due to the original lender. In accordance with the terms of the Settlement Agreement, the Court was advised of the Company’s intention to rely upon the exception to registration set forth in Section 3(a)(l0) of the Securities Act to support the issuance of its common shares and the Court held a fairness hearing regarding the issuance on March 12, 2018. Following entry of an Order by the Court which occurred on March 12, 2018, in settlement of the claims, the Company shall issue and deliver to Livingston shares of its common stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth in the Settlement Agreement, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. The Company will issue free trading shares of its common stock under section 3(a) (10) of the Securities Act to Livingston in the amount of such judgment in a series of tranches so that Livingston will not own more than 9.99% of the Company’s outstanding shares per tranche. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by Livingston is equal to approximately $1,666,667 which is based on a discount of 40%.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
In the sixnine months ended March 31,June 30, 2023, there were no 3(a)(10) issuances. As of March 31,June 30, 2023, there have been seventeen issuances under sectionSection 3(a) (10) of the Securities Act totaling 1,374,8851,375 shares; 1,273,261,1,273, in 2019, and 101,624,102, in 2018, which have been recorded at par value with an equal charge to additional paid-in capital. On November 17, 2019, 194,520195 of the shares issued under theSection 3(a)(10) were cancelled at the request of Livingston. The value originally recorded as a liability remains in the convertible note balance, until these shares have been sold and reported to the Company by the lender as part of the Make-Whole provision at which time the proceeds value of such shares are reclassified to additional paid-in capital. During the years ended September 30, 2018 and September 30, 2019, proceeds of $308,100 and $270,320, respectively were remitted to TCA by Livingston and applied to reduce the liability with corresponding credits to additional paid in capital. $180,618 of debt premium was credited to additional paid in capital in conjunction with the payments to TCA. At March 31,June 30, 2023 and September 30, 2022, the balance, of $421,587 along with related debt premium of $281,054 are included in convertible notes payable on the balance sheet.
At March 31,June 30, 2023 and September 30, 2022, the principal of the Note B portion was $5,326,285 and accrued interest was $2,798,462$2,958,251 and $2,377,557 respectively and the Note A principal subject to the 3(a) (10) court order was $421,587 as noted above. During the sixnine months ended March 31,June 30, 2023, the Company has not paid interest or principal and Livingston Asset Management (under the 3(a)(10) settlement) has not made any payments to TCA. (see Note 17)
On April 12, 2023, Ekimnel Strategies LLC, 100% owned by Michael Bannon, Bantec’s Chairman, CEO and CFO, purchased and assumed, all of TCA’s rights and obligations as a lender under the Senior Secured Credit Facility Agreement dated May 31, 2016 and effective September 13, 2016 and all subsequent documents from the Receiver for TCA Global Credit Master Fund, LP. The value of the note at the time of agreement was valued at $8,546,334 including principal and accrued interest (also see Note 8 and 17).
Other Convertible Notes
On March 7, 2018, the Company entered into a placement agent and advisory agreement with Scottsdale Capital Advisors in connection with the Livingston liability purchase term sheet executed on November 15, 2017. The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrueaccrues interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company’s common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. The note has not been converted and the principal balance is $15,000, at March 31,June 30, 2023 and September 30, 2022 with $8,525,$8,899, and $7,777, of accrued interest, respectively. As the note has matured it is technically in default. Under the terms of the note no default interest or penalties accrue.
Other Convertible Notes
On December 1, 2021, the Company terminated its agreement with Livingston Asset Management and entered into a consulting and services arrangement with Frondeur Partners LLC which has no stipulated term. The arrangement provides for financial management services including accounting and related periodic reporting among other advisory services. Under the agreement, the Company willis obligated to issue to Frondeur Partners LLC convertible fee notes having principal of $15,000, interest of 10% per annum, maturity of seven months. The notes are convertible into shares of common sharesstock at a discount of 50% to the lowest bid price in the twenty trading days immediately preceding the notice of conversion. The notes are charged to professional fees for each corresponding service month. The principal balance for the Frondeur notes was $105,000 and accrued interest for the notes totaled $3,173 at March 31, 2023, as detailed below.
On
| 16 |
BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
Between March 1, 2022 and August 1, 2022, the Company issued a convertible promissory notenotes to Frondeur Partners LLC for $15,000 inan aggregate principal amount of $90,000 for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bearsnotes bear interest of 10% per annum and matures in nine months. The notenotes issued iswere convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has anotes have conversion feature and isare treated as stock settled debt under ASC 480 and a total debt premium of $15,000 is$90,000 were recognized as interest expense on note issuance date.dates. At September 30, 2022 the accrued interest was $820. On$3,203. Between October 3, 2022 and March 2023, the Company issued 191,826,700an aggregate of 2,090,007 shares of common stock in conversion of Frondeur Partners LLC, convertible note payablepayables dated from March 1, 2022 to August 1, 2022, all principal of $15,000$90,000 and accrued interest of $888$5,388 were converted. Premium of $15,000$90,000 was reclassified to additional paid in capital.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
On AprilBetween September 1, 2022 to May 1, 2023, the Company issued a convertible promissory notenotes to Frondeur Partners LLC for $15,000an aggregate amount of $135,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bearsnotes bear interest ofranging from 10% to 12% per annum and matures in nine months. The notenotes issued isare convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has anotes have conversion featurefeatures and isare treated as stock settled debt under ASC 480 and a total debt premium of $15,000$135,000 is recognized as interest expense on the note issuance date. At September 30, 2022 the accrued interest was $752. On November 17, 2022, the Company issued 384,804,200 shares of common stock in conversion of Frondeur Partners LLC, convertible note payable dated April 1, 2022, all principal of $15,000 and accrued interest of $945 were converted. Premium of $15,000 was reclassified to additional paid in capital.dates.
On May 1, 2022, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At September 30, 2022 the accrued interest was $629. On December 1, 2022, the Company issued 383,489,000 shares of common stock in conversion of Frondeur Partners LLC, convertible note payable dated May 1, 2022, all principal of $15,000 and accrued interest of $879 were converted. Premium of $15,000 was reclassified to additional paid in capital.
On June 1, 2022, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At September 30, 2022 the accrued interest was $501. During the six months ended March 31, 2023, the note was fully converted along with accrued interest of $921 for 384,311,000 shares of common stock.
On July 1, 2022, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At September 30, 2022, the accrued interest was $314. During the six months ended March 31, 2023, the note was fully converted along with accrued interest of $884 for 372,911,200 shares of common stock.
On August 1, 2022, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At September 30, 2022 the accrued interest was $187. During the six months ended March 31, 2023, the note was fully converted along with accrued interest of $871 for 372,664,600 shares of common stock.
On September 1, 2022, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At March 31, 2023, and September 30, 2022 the accrued interest was $810 and $62.
On October 1, 2022, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At March 31, 2023, the accrued interest was $748.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
On November 1, 2022, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At March 31, 2023, the accrued interest was $621.
On December 1, 2022, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At March 31, 2023, the accrued interest was $497.
On January 1, 2023, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 12% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At March 31, 2023, the accrued interest was $306.
On February 1, 2023, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 12% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At March 31, 2023, the accrued interest was $127.
On March 1, 2023, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 12% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At March 31, 2023, the accrued interest was $64.
The principal balance for the Frondeur notes was $135,000 and $105,000 at March 31,June 30, 2023 and September 30, 2022, respectively, as detailed above. Accrued interest for these notes totaled $3,173$6,725 and $3,631 at March 31,June 30, 2023 and September 30, 2022, respectively also detailed above.
The followingFrom May 1, 2022 until June 1, 2023, the Company issued a $4,000 convertible notes have been issuedevery month to the law firm for fees incurred, each note having six-month term to maturity and 10% annual interest but a change in the conversion terms such thatinterest. The notes are convertible into shares of common stock at a fixed discount of 50% of the lowest bid price in the 30 trading days immediately preceding the notice of conversion.conversion from the lender. The notes have cross default provisions. The Company has accounted for the convertible promissory notes as stock settled debt under ASC 480 and recorded debt premiums equal to the face value of the notes with a charge to interest expense. The note principal amount was charged to professional fees during the month the note was issued.
On May 1, 2022, a $4,000 convertible note was issued for fees incurred;
On June 1, 2022, a $4,000 convertible note was issued for fees incurred;
On July 1, 2022, a $4,000 convertible note was issued for fees incurred;
On August 1, 2022, a $4,000 convertible note was issued for fees incurred;
On September 1, 2022, a $4,000 convertible note was issued for fees incurred;
On October 1, 2022, a $4,000 convertible note was issued for fees incurred;
On November 1, 2022, a $4,000 convertible note was issued for fees incurred;
On December 1, 2022, a $4,000 convertible note was issued for fees incurred
On January 1, 2023, a $4,000 convertible note was issued for fees incurred;
On February 1, 2023, a $4,000 convertible note was issued for fees incurred; and
On March 1, 2023, a $4,000 convertible note was issued for fees incurred.
The principal balances owed to the law firm under the agreement as of March 31,June 30, 2023 and September 30, 2022 were $44,000,$56,000, and $20,000 respectively and accrued interest was $2,172$3,455 and $563 as of March 31,June 30, 2023, and September 30, 2022, respectively.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
On November 13, 2018, the Company issued a convertible promissory note for $90,000 to a vendor in settlement of approximately $161,700 of past due amounts due for services. The note bears interest at 5%, matures on June 30, 2019 and is convertible into the Company’s common stock at 50% of the lowest closing bid price during the 20 trading days immediately preceding the notice of conversion. The note matured on June 30, 2019, there is no default penalty or interest rate increase associated with the note, nor are there any cross-default provisions in the note. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $90,000 with a charge to interest expense for the notes. At March 31,2023June 30,2023 and September 30, 2022 the principal, and premium were $90,000,both $90,000. At March 31,June 30, 2023 and September 30, 2022 accrued interest was $41,999$44,692 and $36,614, respectively (see Note 15).
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BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
NOTE 10 – NOTES AND LOANS PAYABLE
The notes balance consisted of the following at March 31,June 30, 2023 and September 30, 2022
| March 31, 2023 | September 30, 2022 | June 30, 2023 | September 30, 2022 | |||||||||||||
| Principal loans and notes | $ | 574,759 | $ | 615,500 | $ | 704,967 | $ | 615,500 | ||||||||
| Discounts | (100,353 | ) | (270,064 | ) | (31,091 | ) | (270,064 | ) | ||||||||
| Total | 474,406 | 345,436 | 673,876 | 345,436 | ||||||||||||
| Less Current portion | (324,406 | ) | (217,897 | ) | (523,876 | ) | (217,897 | ) | ||||||||
| Non-current | $ | 150,000 | $ | 127,539 | $ | 150,000 | $ | 127,539 | ||||||||
For the sixnine months ended March 31,June 30, 2023 and 2022, amortization of debt discount on the above notes amounted to $169,712$276,972 and $45,816, respectively.
On June 17, 2020, the Company through Howco, entered into a loan directly with the Small Business Administration for $150,000. The loan term is thirty years and begins amortization one year from the date of promissory note to be issued upon funding. Amortization payments are $731 per month and include interest and principal of 3.75% from the date of funding. The loan is secured by the assets of Howco. As of March 31,June 30, 2023 and September 30, 2022, the principal balance is $150,000. As of March 31,June 30, 2023 and September 30, 2022, $0, and $22,461 respectively, is classified as current.
During the year ended September 30, 2021, the Company issued seven notes payable totaling $17,500. The notes were issued for monthly fees ($2,500) for a service vendor and are issued the first day of the month and each has one year maturity and does not bear interest. The service arrangement was terminated in April 2021, with $17,500 owed as of March 31,June 30, 2023, and September 30, 2022.
On July 1, 2022, the “CompanyCompany entered into a Securities Purchase Agreement with Trillium Partners, LP (“Trillium”). Under the terms of the SPA, Trillium agreed to advance funds under a merchant financing arrangement, treated as a loan. The loan principal is $224,000, including legal fees of $5,000 and OID of $24,000, the Company received cash of $195,000. Loan bears interest of 12% per annum and matures on June 30, 2023. The Company agreed to issue 224,000 shares of the Company’s Series B Preferred Stock, and a Warrant for theto purchase of 1,120,000,0001,120,000 shares of Common Stockcommon stock as consideration for the advance agreement. The Series B Preferred Stock met the criteria for treatment as temporary equity and debt discount of $50,684 was recognized. The Warrant caused a recognition of $100,194 in debt discount. Total debt discount recognized was $179,878, to be amortized over the term of the loan, $44,846 was recognized as interest expense as of September 30, 2022 from amortization of discounts. The Company defaulted on the weekly payment terms of the note; however, the note holder granted a limited waiver of the default. Under the waiver amendment (see Note 11), the default interest rate still applies and now the note accrues interest of 22% and the payments are due upon the notes maturity. Total accrued interest at March 31,June 30, 2023 and September 30, 2022 is $22,897was $33,832 and $10,923, respectively. On October 25, 2022, the Company repaid $50,000 of the July merchant financing arrangement. The payment was applied to the Trillium LP notes’ accrued interest and principal bringing its principal balance to $183,259, at March 31,June 30, 2023.
On July 1, 2022, the “CompanyCompany entered into a Securities Purchase Agreement with JP Carey Limited Partners, LP (“JPC”). Under the terms of the SPA, JPC agreed to advance funds under a merchant financing arrangement, treated as a loan. The loan principal is $224,000, including legal fees of $5,000 and OID of $24,000, the Company received cash of $195,000. Loan bears interest of 12% per annum and matures on June 30, 2023. The Company agreed to issue 224,000 shares of the Company’s Series B Preferred Stock, and a Warrant for theto purchase of 1,120,000,0001,120,000 shares of Common Stockcommon stock as consideration for the advance agreement. The Series B Preferred Stock met the criteria for treatment as temporary equity and debt discount of $50,684 was recognized. The Warrant caused a recognition of $100,194 in debt discount. Total debt discount recognized was $179,878, to be amortized over the term of the loan, $44,845 was recognized as interest expense as of September 30, 2022 from amortization of discounts. The Company defaulted on the weekly payment terms of the note; however, the note holder granted a limited waiver of the default. Under the waiver amendment (see Note 11), the default interest rate still applies and now the note accrues interest of 22%, and the payments are due upon the notes maturity. Total accrued interest at March 31,June 30, 2023 and September 30, 2022 is $35,495was $47,781 and $10,923, respectively.
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BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,June 30, 2023
(Unaudited)
On April 28, 2023, Howco executed a sale of receivables agreement with Itria Ventures LLC (“Itria Ventures”), Itria funded $125,000, which included fees of $6,750 withheld for a net payment to Howco of $118,250. Itria will withdraw weekly repayments of $3,255.21 for 48 weeks. The total repayments is $156,250, including interest totaling $31,250. The Company recognized a total of $38,000 of debt discount related to this agreement to be amortized over the term of the receivable agreement. During the nine months ended June 30, 2023, the Company repaid $26,042. As of June 30, 2023, loan balance to Itria amounted to $99,117, net of unamortized debt discount of $31,091.
NOTE 11 - TEMPORARY EQUITYSERIES B AND SERIES C PREFERRED STOCK
Temporary Equity – Convertible Series B Preferred Stock
On July 1, 2022, the Company’s Board of Directors designated as Series B Preferred Stock and authorized 1,000,000 shares which will not be subject to increase without the consent of the holders (each a “Holder” and collectively, the “Holders”) of a majority of the outstanding shares of Series B Preferred Stock. The designations, powers, preferences, rights and restrictions granted or imposed upon the Series B Preferred Stock are as set forth in the Certificate of Designation as filed.filed in the State of Delaware. Each share of Series B Preferred Stock shall have an initial stated value of $1.00 (the “Stated Value”). Ranking The Series B Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends and right of liquidation with the Company’s common stock and (b) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company and existing and outstanding preferred stock of the Company.
Series B Preferred Stock shall have no right to vote on any matters requiring shareholder approval or any matters on which the shareholders are permitted to vote, with the exception to matters that would change the number or features of the Series B Preferred Stock.
Each share of Series B Preferred Stock will carry an annual dividend in the amount of twelve percent (12%) of the Stated Value (the “Divided Rate”), which shall be cumulative, payable solely upon redemption, liquidation or conversion. Upon the occurrence of an Event of Default, the Dividend Rate shall automatically increase to twenty two percent (22%).
Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or upon any Deemed Liquidation Event, after payment or provision for payment of debts and other liabilities of the Company, and after payment or provision for any liquidation preference payable to the holders of any Preferred Stock ranking senior upon liquidation to the Series B Preferred Stock, if any, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series B Preferred Stock by reason of their ownership thereof, the Holders will be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount with respect to each share of Series B Preferred Stock equal to (i) the Stated Value plus (ii) any accrued but unpaid dividends, the Default Adjustment, if applicable, Failure to Deliver Fees, if any, (the amounts in this clause (ii) collectively, the “Adjustment Amount”).
Conversion Right. At any time following the date which is one hundred eighty (180) days after the Issuance Date, the Holder shall have the right at any time, to convert all or any part of the outstanding Series B Preferred Stock into fully paid and non-assessable shares of Common Stock. The Holders of the Series B Preferred Stock are limited to holding no more than 9.99% of the Common Stock.
Conversion Price. The conversion price (the “Conversion Price”) shall equal the Fixed Conversion Price (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Fixed Conversion Price” shall mean $0.0002.$0.20. Notwithstanding anything contained herein to the contrary in the Event of Default, the Conversion Price shall be the lower of the Fixed Conversion Price and the Variable Conversion Price. The “Variable Conversion Price” shall mean 50% multiplied by the Market Price (as defined herein) (representing a discount rate of 50%). “Market Price” means the lowest bid price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.
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BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
Company will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Series B Preferred Stock issued. The Company is required at all times to have authorized and reserved four times the number of shares that would be issuable upon full conversion of the Series B Preferred, at any time the Company does not maintain the required Reserved Amount, the Company shall be put on notice by the Holder, and shall have five (5) days to cure its deficiency, after which time, such failure will be deemed an Event of Default hereunder.
During July 2022, the Company issued 448,000 shares of the Series B Preferred Stock in conjunction with a debt financing with two investors (See Note 10). The Company determined that under ASC 480, the Series B Preferred Stock should be treated as Temporary Equity and that it needed to apply the SAB topic 3c (SEC guidance) as well. Upon issuance of the shares, the Company allocated a relative value of $101,368 to the Preferred Stock. Upon issuance, the Company recorded an aggregate value of $461,440, with $360,072 charged to additional paid in capital including the dividends due of $13,440 at September 30, 2022. During the six months ended, March 31, 2023, the Company charged an additional $76,692 to additional paid in capital for the dividend of the preferred shares.
The Company breached its covenants in the Convertible Series B Preferred Stock in July 2022. The breached covenant defines as an event of default relates toas any breach of a material covenant or material terms ofor conditions contained in the Certificate of Designations or in any purchase agreement, subscription agreement or other agreement with any Holder (of the Convertible Series B Preferred Stock). As a result of this event of default, the Stated Value of the preferred stock increased to $1.50 per share and the conversion price became the “the lower of the Fixed Conversion Price ($0.0002)0.2) or 50% of the lowest closing bid price of the Company’s stock in the twenty days prior to a conversion”. The Preferred Stock’s redemption value was increased by another $224,000 as a result of the default and dividends are now accruing at 22%. At March 31,
On April 18, 2023, the Company and the Holder of 224,000 Series B Preferred Stock (the “Holder”) entered into an Exchange Agreement whereby the Holder exchanged (the “Exchange”) 224,000 Series B Preferred Stock of the Company for 224,000 Series C Preferred Stock of the Company which shall have the rights and preferences in the Certificate of Designation of the Series C Preferred Stock as discussed below and for no other consideration.
At June 30, 2023, there remains 224,000 outstanding Convertible Series B Preferred Stock with stated value of $1.50 and would convert into 6,720,000,000922,128,000 common shares. During the nine months ended June 30, 2023, the Company charged an additional $111,623 to additional paid in capital for the dividend of the preferred shares. At June 30, 2023, the Series B Preferred Stock redemption value amounted to $461,064 (including dividends of $125,063).
Mandatory Redeemable Series C Preferred Stock
Certificate of Designation of Series C 3% Preferred Stock
On April 25, 2023, the Company filed a Certificate of Designation for Series C Preferred Stock with the Delaware Secretary of State, designating 1,000,000 shares of preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock has a par value of $0.0001 per share and a stated value of $1.00 (the “Stated Value”). The Series C Preferred Stock shall have no right to vote on any matters requiring shareholder approval or any matters on which the shareholders are permitted to vote.
Each share of Series C Preferred Stock is entitled to an annual dividend equal to 3% of the stated value which shall be cumulative, payable solely upon redemption, liquidation or conversion. Upon the occurrence of an event of default, the dividend rate shall automatically increase to 18%.
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BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,June 30, 2023
(Unaudited)
Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary or upon any deemed liquidation event, after payment or provision for payment of debts and other liabilities of the Company and after payment or provision for ay liquidation preference payable to the holders of any preferred stock ranking senior upon liquidation to the Series C Preferred Stock, if any, but prior to any distribution or payment made to the holders of common stock or the holders of the preferred stock ranking junior upon liquidation to the Series C Preferred Stock, the holders will be entitled to be paid out of the assets of the Company available for distribution an amount equal to the stated value plus any accrued but unpaid dividends, default adjustment, if applicable, and any other fees (collectively the “Adjustment Amount”).
The Holder shall have no right at any time to convert all or any part of the outstanding Series C Preferred Stock into shares of common stock.
Mandatory Redemption by the Company. On the date which is the earlier of: (i) December 31, 2023; and (ii) upon the occurrence of an Event of Default (i) or (ii), the Mandatory Redemption Date the Company shall redeem all of the shares of Series C Preferred Stock of the Holders. Within five (5) days of the Mandatory Redemption Date, the Company shall make payment to each Holder of an amount in cash, or kind, equal to (i) the total number of Series C Preferred Stock held by the applicable Holder, multiplied by (ii) the then current Stated Value (including but not limited to the addition of any accrued, unpaid dividends and the Default Adjustment, if applicable) (the “Mandatory Redemption Amount”). The value of any payment in kind shall be as agreed between the Company and respective the Holder.
Upon the occurrence and during the continuation of any Event of Default (other than as set forth in Section 8ai of the amendment which is the failure to redeem), the Stated Value shall immediately be increased to $1.50 per share of Series C Preferred Stock; and upon the occurrence and during the continuation of any Event of Default specified in Section 8ai which is the failure to redeem, the Stated Value shall immediately be increased to $2.00 per share of Series C Preferred Stock (the amounts referred to herein shall be referred to collectively as the “Default Adjustment”). In the event of a Default Adjustment, the Company shall immediately, upon the demand of the Majority Holders, redeem the issued and outstanding Series C Preferred Stock and pay to the Holders the amount which is equal to (i) the number of shares of Series C Preferred Stock held by such Holders multiplied by (ii) the Stated Value plus any Adjustment Amount. Upon any Event of Default set forth in Section 8(A)(ix), provided that there is no other default, no Default Adjustment shall occur; however, the Company shall immediately, upon the demand of the Majority Holders, redeem the issued and outstanding Series C Preferred Stock and pay to the Holders the amount which is equal to (i) the number of shares of Series C Preferred Stock held by such Holders multiplied by (ii) the Stated Value plus any Adjustment Amount.
ASC 480, Distinguishing Liabilities from Equity, defines mandatorily redeemable financial instruments as any financial instruments issued in the form of shares that have an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. A mandatorily redeemable financial instrument shall be classified as a liability unless the redemption is required to occur only upon the liquidation or termination of the reporting entity. Under ASC 480, mandatorily redeemable financial instruments shall be measured initially at fair value. Due to the mandatory redemption feature, ASC 480 requires that these Series C Preferred Stock be classified as a liability rather than as a component of equity, with preferred annual returns being accrued and recorded as interest expense.
As a result of the Exchange of 224,000 shares of Convertible Series B Preferred Stock for Series C Preferred Stock on April 18, 2023 (see above), there were 224,000 shares of Series C Preferred Stock issued and outstanding as of June 30, 2023. The Series C preferred shares are mandatorily redeemable by the Company and are therefore classified as a liability for $336,000 (based on the $1.50 stated value) as reflected in the unaudited condensed consolidated balance sheet as of June 30, 2023. There was no gain or loss recognized in connection with the Exchange Agreement.
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BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
NOTE 12 - STOCKHOLDERS’ DEFICIT
Preferred Stock
As of March 31,June 30, 2023, the Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock, with designations, voting, and other rights and preferences to be determined by the Board of Directors of which 3,999,7502,999,750 remain available for designation and issuance.
As of March 31,June 30, 2023 and September 30, 2022, the Company has designated 250 shares of $0.0001 par value Series A preferred stock, of which 250 shares are issued and outstanding. These preferred shares have voting rights per shareholder equal to the total number of issued and outstanding shares of common stock divided by 0.99.
See Note 11, regarding the issuance of Series B and Series C Preferred Stock and the related designation.designations.
Common Stock
As of March 31,June 30, 2023 and September 30, 2022, there were 6,993,994,5326,994,378 and 4,407,320,832,4,407,321, shares outstanding, respectively.
Filing DEF 14CReverse Stock Split
On February 10,July 11, 2023, the Company submitted Form Def 14C announcing that the stockholdersfiled a certificate of record have approved by written consentamendment to amend the Certificateits certificate of Incorporationincorporation, as amended, to effect a reverse splitone-for-one thousand (1:1,000) Reverse Stock Split, effective as of July 17, 2023. Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the Company’s common stockearliest period presented in a range between 1:500 and 1:1,000. The Company has determinedthe consolidated financial statements to fixreflect the reverse split ratio to 1:1,000 and will file the amendment in Delaware (it’s state of registration). As of the date of this filing the reverse split is not effective.Reverse Stock Split.
Stock Incentive Plan
The Company established its 2016 Stock Incentive Plan (the “Plan”) that permits the granting of incentive stock options and other common stock awards. The maximum number of shares available under the Plan is 100,000100 shares. The Plan is open to all employees, officers, directors, and non-employees of the Company. Options granted under the Plan will terminate and may no longer be exercised (i) immediately upon termination of an employee or consultant for cause or (ii) one year after termination of employment, but not later than the remaining term of the option. As of March 31,June 30, 2023, 83,57784 awards remain available for grant under the Plan.
S-1 Offerings
On September 16, 2022, the Company submittedfiled a registration statement filed on Form S-1. The Company requested accelerated status and the registration statement became effective on September 29, 2022. The offering providesprovided for the issuance of up to 5,000,000,0005,000,000 shares of common stock at a price of $.0002,$0.20, under subscriptions. The Company will useused the proceeds for working capital and may seek to expand the business through investment.capital.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
Subscriptions Under January 21, 2022 Post-Effective Amendment to the S-1 Offering
During the sixnine months ending March 31,June 30, 2023, the Company issued 496,667,000496,667 shares of common stock under the September 16, 2022 S-1 offering and received $99,333.
Shares Issued for Conversion of Convertible Notes
In total 2,090,006,7002,090,007 shares of common stock were issued upon conversion of convertible notes and accrued interest during the sixnine months ended March 31,June 30, 2023 as follows:
On October 3, 2022, the Company issued 191,826,700191,827 shares of common stock in conversion of Frondeur Partners LLC, convertible note payable dated March 1, 2022, all principal of $15,000 and accrued interest of $888 were converted.
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BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
On November 17, 2022, the Company issued 384,804,200384,804 shares of common stock in conversion of Frondeur Partners LLC, convertible note payable dated April 1, 2022, all principal of $15,000 and accrued interest of $945 were converted.
On December 1, 2022, the Company issued 383,489,000383,489 shares of common stock in conversion of Frondeur Partners LLC, convertible note payable dated May 1, 2022, all principal of $15,000 and accrued interest of $879 were converted.
On January 11, 2023, the Company issued 384,311,000384,311 shares of common stock in conversion of Frondeur Partners LLC, convertible note payable dated June 1, 2022, all principal of $15,000 and accrued interest of $921 were converted.
On February 1, 2023, the Company issued 372,911,200372,911 shares of common stock in conversion of Frondeur Partners LLC, convertible note payable dated July 1, 2022, all principal of $15,000 and accrued interest of $884 were converted.
On March 1, 2023, the Company issued 372,664,600372,665 shares of common stock in conversion of Frondeur Partners LLC, convertible note payable dated August 1, 2022, all principal of $15,000 and accrued interest of $871 were converted.
$90,000 of put premiums (related to the Stock Settled Debt treatment of the conversions listed above) was reclassified to additional paid in during the sixnine months ended March 31,June 30, 2023.
Stock Options
The Company recognizes compensation cost for unvested stock-based incentive awards on a straight-line basis over the requisite service period.
There were no options granted under the 2016 Stock Incentive Plan for the sixnine months ended March 31,June 30, 2023 and 2022.
For the sixnine months ended March 31,June 30, 2023 and 2022, the Company recorded $0 and $69,108 of compensation and consulting expense related to stock options, respectively. Total unrecognized compensation was $0, at March 31June 30, 2023 and September 30, 2022.
For the sixnine months ended March 31,June 30, 2023, a summary of the Company’s stock options activity is as follows:
| Number of Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (Years) | Weighted- Average Grant-Date Fair Value | Aggregate Intrinsic Value | ||||||||||||||||
| Outstanding at September 30, 2022 | 16,423 | $ | 220.00 | 1.97 | $ | - | $ | - | ||||||||||||
| Outstanding at December 31, 2022 | 16,423 | 220.00 | 1.72 | - | - | |||||||||||||||
| Outstanding and Exercisable at March 31, 2023 | 16,423 | $ | 220.00 | 1.47 | $ | - | $ | - | ||||||||||||
| Number of Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (Years) | Weighted- Average Grant-Date Fair Value | Aggregate Intrinsic Value | ||||||||||||||||
| Outstanding at September 30, 2022 | 16 | $ | 220,000 | 1.97 | $ | - | $ | - | ||||||||||||
| Outstanding and Exercisable at June 30, 2023 | 16 | $ | 220,000 | 1.22 | $ | - | $ | - | ||||||||||||
All options were issued at an options price equal to the market price of the shares on the date of the grant.
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BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,June 30, 2023
(Unaudited)
Warrants
For the sixnine months ended March 31,June 30, 2023, a summary of the Company’s warrant activity is as follows:
| Number of Warrants | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (Years) | Weighted- Average Grant-Date Fair Value | Aggregate Intrinsic Value | ||||||||||||||||
| Outstanding and exercisable at September 30, 2022 | 2,240,000,000 | $ | .0002 | 6.75 | $ | .0002 | $ | 448,000 | ||||||||||||
| Outstanding and exercisable at December 31, 2022 | 2,240,000,000 | .0002 | 6.5 | .0002 | 112,000 | |||||||||||||||
| Outstanding and exercisable at March 31, 2023 | 2,240,000,000 | $ | .0002 | 6.25 | $ | .0002 | $ | 112,000 | ||||||||||||
| Number of Warrants | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (Years) | Weighted- Average Grant-Date Fair Value | Aggregate Intrinsic Value | ||||||||||||||||
| Outstanding and exercisable at September 30, 2022 | 2,240,000 | $ | 0.20 | 6.75 | $ | 0.20 | $ | 448,000 | ||||||||||||
| Outstanding and exercisable at June 30, 2023 | 2,240,000 | $ | 0.20 | 6.00 | $ | 0.20 | $ | - | ||||||||||||
There were no new warrants issued during the sixnine months ended March 31,June 30, 2023.
NOTE 13 - DEFINED CONTRIBUTION PLANS
In August 2016, Bantec established a qualified 401(k) plan with a discretionary employer matching provision. All employees who are at least twenty-one years of age and no minimum service requirement are eligible to participate in the plan. The plan allows participants to defer up to 90% of their annual compensation, up to statutory limits. Employer contributions charged to operations for the six months ended March 31, 2023 and 2022, was $0 and $0, respectively.
The Company’s subsidiary, Howco, is the sponsor of a qualified 401(k) plan with a safe harbor provision. All employees are eligible to enter the plan within one year of the commencement of employment. Employer contributions charged to expense for the sixnine months ended March 31,June 30, 2023 and 2022 was $2,123were $3,126 and $3,517,$4,502, respectively.
NOTE 14 - RELATED PARTY TRANSACTIONS
On October 1, 2016, the Company entered into employment agreements with the Company’s President and CEO which provides for annual base compensation of $370,000 for a period of three years, which can, at the Company’s election, be paid in cash or Common Stock or deferred if insufficient cash is available, and provides for other benefits, including a discretionary bonus and equity provision for the equivalent of 12 months’ base salary, and an additional one-time severance payment of $2,500,000 upon termination under certain circumstances, as defined in the agreement. On September 16, 2019, this employment agreement was modified for a period of five years to provide an annual salary of $624,000 along with the aforementioned benefits including education reimbursement. The Company recognized expenses of $312,000$468,000 for the sixnine months ended March 31,June 30, 2023 and 2022 for the CEO’s base compensation.
During the six months ended March 31, 2023, the Company’s CEO advanced $24,000 to the Company which was repaid prior to March 31, 2023.
The Company had certain other promissory notes payable to related parties (see Note 8).
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
NOTE 15 - COMMITMENTS AND CONTINGENCIES
Contingencies
Legal Matters
On February 6, 2018, the Company sent a letter to the previous owners of Howco Distributing Co. (“Howco”) alleging that they made certain financial misrepresentations under the terms of the Stock Purchase Agreement by which the Company acquired control of Howco during 2016. The Company claimed that the previous owners took excessive amounts of cash from the business prior to the close of the merger. On March 13, 2018, the Company filed a lawsuit against the previous owners by issuing a summons. On April 12, 2018, the Company received the Defendants’ answer. On July 22, 2019, the Company sought and was granted a dismissal without prejudice of the lawsuit filed against the previous owners of Howco. The CompanyA company representative and the previous owners arehave been in discussion to settle the matter as of March 31, 2023.contact. An informal oral agreement with the Seller has beenwas made whereby the Company hashad been paying the previous owners $3,000 per month since January 2021 in satisfaction of Seller’s note payable.month. The Company is no longer paying the previous owner $3,000 a month. A company representative informed the previous owner that the Company will resume the $3,000 payment as soon as it is able to do so (see Note 7).
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BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
In connection with the merger in fiscal 2016, with Texas Wyoming Drilling, Inc., a vendor has a claim for unpaid bills of approximately $75,000 against the Company. The Company and its legal counsel believe the Company is not liable for the claim pursuant to its indemnification clause in the merger agreement.
In the suit Drone USA, Inc and Michael Bannon (plaintiffs) vs the former Chief Financial Officer or CFO, currently pending in New York State court, the plaintiffs seeksought to compel the former CFO to meet his obligations under an agreement guaranteeing payments to another former executive. The former CFO filed a cross-claim against the plaintiffs for past due salary. The employment agreement with the former CFO allowed salary payments to be paid in cash or stock. During the year ended September 30, 2021, the Company issued 36,821,33036,821 shares of its common stock for the past due salary and claims that this payment moots the former CFO’s claim for past due salary. During the year ended September 30, 2022, the Company began the process to cancel the shares issued and reclassified the amount to equity and a previously recorded liability for $119,670 remains (see Note 6), which is included in the settlement payable balance at March 31,June 30, 2023. The former CFO filed a motion for summary judgement which was denied, then filed an appeal to that order. The appellate court reversed the lower court’s decision. The Company settled the lawsuit for $90,000. Three equal payments of $30,000 were required to be made. As of the date of filing this Form 10-Q, all payments have been made and the matter has paid $2,222 of its obligation. A settlement was reached following March 31, 2023.been concluded (see Note 17)6).
On April 10, 2019, a former service provider filed a complaint with three charges with the Superior Court Judicial District of New Haven, CT seeking payment for professional services. The Company has previously recognized expenses of $218,637, which remain unpaid in accounts payable. The Company has retained an attorney who is currently working to addressOn May 2, 2023, the complaint. On August 9, 2019 the Company filed a motion to dismiss the charge of unjust enrichment. The judge granted the Company’s motion to dismiss. The Company, through its attorney, is working to negotiate a settlement. A trial is scheduled for March 2023. The Company reached a settlement following March 31, 2023. (see Note 17)agreement with a former vendor which had a pending legal action against the Company concerning services rendered having outstanding amounts owed of $219,613. The Company agreed to pay a total of $110,000 in total, consisting of a cash payment of $25,000 and a note payable of $85,000 (having a 3% annual interest). The Company will pay $2,472 for 36 months.
During the year ended September 30, 2019, two vendors (The Equity Group and Toppan Vintage) have asserted claims for past due amounts of approximately $59,000, arising from services provided. The Company has fully recognized in accounts payable the amounts associated with these claims and expects to resolve the matters to satisfaction of all parties. claims.
On December 30, 2020, a Howco vendor filed a lawsuit seeking payment of past due invoices totaling $276,430 and finance charges of $40,212. The Company has recorded the liability for the invoices in the normal course of business. Management at Howco as well as an intermediary consultant structured a repayment plan with this vender and other venders as well.
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
The Impact of COVID-19
The Company is a wholesale vendor to the Department of Defense through its wholly owned subsidiary Howco whose business has been affected due to the COVID-19 social distancing requirements mandated by the federal, state and local governments where the Company’s operations occur. For some businesses, like the Company’s, core business cannot always be done through “virtual” means, and even when this is possible, it requires significant capital and time to achieve. During the six months ended March 31, 2023 sales and shipments at Howco have increased from the six months ended March 31, 2022. It is believed that previous COVID-19 restrictions had an impact on the Company’s operations in prior years.
Settlements
On January 29, 2018, the Company entered into a settlement agreement and mutual release with a vendor who had provided public relations and other consulting services whereby the Company shall pay to this vendor an aggregate amount of $60,000 of which $30,000 was paid on February 2, 2018. The Company was to have paid ten monthly payments of $3,000 per month beginning on February 29, 2018. The vendor is to return 4001 common sharesshare of the Company’s common stock which will be cancelled upon satisfaction of the liability. The liability is recorded at $21,000 as of March 31,June 30, 2023, and September 30, 2022.
On November 13, 2018, the Company and a vendor agreed to settle $161,700 in past due professional fees for a convertible note in the amount of $90,000. The note bears interest at 5% and matures in July 2019, and has a fixed discount conversion feature. The note is now past due and remains unconverted at March 31,June 30, 2023 and September 30, 2022; however there is no default interest or penalty associated with the default. The difference between the settlement amount and the recorded amount in accounts payable of $71,700 was recognized as a gain on debt extinguishment upon receipt of the waiver and release from the vendor in 2018.
| 25 |
BANTEC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
On June 23, 2023, Howco entered into a settlement agreement with Crane Machinery Inc. (CMI). Howco agreed to pay $16,500 with an initial settlement of $2,000, to be followed by five monthly installments of $2,900, until paid in full.
As of March 31,June 30, 2023, the Company has received demand for payment of past due amounts for services by several consultants and service providers.
Commitments
Lease Obligations
The Company entered into an agreement with a manufacturer in Pismo Beach, California. The agreement provides for certain services to be provided by the manufacturer as needed by the Company. The agreement has an initial term of three years with one year renewals. In connection with this agreement, the Company has agreed to sublease space based in San Luis Obispo, California from the manufacturer for the purposes of the development and manufacturing of unmanned aerial vehicles. The lease provides for base monthly rent of approximately $15,000 for the initial term to be increased to $16,500 per month upon extension. The lease term begins February 1, 2017 and expires January 31, 2019 with the option to extend the term an additional 24 months. However, the Company never took possession of the premises and in July 2017, the Company made a decision to not take possession of the premises. The Company is in default of the rent payments and had received oral demand for payments. As of March 31,June 30, 2023 and September 30, 2022, , the Company has not made any of the required monthly rent payments in connection with this agreement. During fiscal 2017, the Company had expensed and accrued into accounts payable the remaining amounts due under the term of the lease for a total accrual of $360,000 pursuant to ASC 420-10-30. This balance remains accrued as of March 31,June 30, 2023 and September 30, 2022.
On April 16, 2020 the Company’s subsidiary Howco renewed its office and warehouse lease in Vancouver, WA for a term commencing on June 1, 2020 extending through June 1, 2023 at an initial monthly rent of approximately $5,154. The lease requires monthly payments including base rent plus CAM with annual increases. The Company
On April 16, 2023, Howco renewed its office and warehouse lease for 3an additional three years. The initial year (commencing on June 1, 2023) monthly lease payment is $4,542, in years following March 31, 2023 (see Note 17).two and three the monthly lease payments are $4,679 and $4,819 respectively. Monthly common charges at $1,481 for the first year, subject to change in years two and three.
The Company recognized a right-of-use asset of and a lease liability of $156,554,$140,561, which represents the fair value of the lease payments calculated as present value of the minimum lease payments using a discount rate of 10%12% on date of the lease renewal in accordance with ASC 842. The asset and liability will be amortized as monthly payments are made and lease expense will be recognized on a straight-line basis over the term of the lease.
Right of use asset (ROU) is summarized below:
| June 30, 2023 | September 30, 2022 | |||||||
| Operating lease at inception | $ | 140,561 | $ | 156,554 | ||||
| Less accumulated reduction | (- | ) | (122,986 | ) | ||||
| Balance ROU asset | $ | 140,561 | $ | 33,568 | ||||
Operating lease liability related to the ROU asset is summarized below:
| Operating lease liabilities at inception | $ | 140,561 | $ | 156,554 | ||||
| Reduction of lease liabilities | (- | ) | (122,079 | ) | ||||
| Total lease liabilities | $ | 140,561 | $ | 34,475 | ||||
| Less: current portion | (40,311 | ) | - | |||||
| Lease liabilities, non-current | $ | 100,250 | $ | - |
| 26 |
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,June 30, 2023
(Unaudited)
Right of use asset (ROU) is summarized below:
| March 31, 2023 | September 30, 2022 | |||||||
| Operating lease at inception - June 2, 2020 | $ | 156,554 | $ | 156,554 | ||||
| Less accumulated reduction | (149,111 | ) | (122,986 | ) | ||||
| Balance ROU asset | $ | 7,443 | $ | 33,568 | ||||
Operating lease liability related to the ROU asset is summarized below:
| Operating lease liabilities at inception - June 2, 2020 | $ | 156,554 | $ | 156,554 | ||||
| Reduction of lease liabilities | (148,884 | ) | (122,079 | ) | ||||
| Total lease liabilities | $ | 7,670 | $ | 34,475 | ||||
| Less: current portion | - | - | ||||||
| Lease liabilities, non-current | $ | - | $ | - |
Non-cancellable operating lease total future payments are summarized below:
| Total minimum operating lease payments | $ | 7,640 | $ | 42,929 | $ | 167,061 | $ | 42,929 | ||||||||
| Less discount to fair value | - | (8,454 | ) | (26,500 | ) | (8,454 | ) | |||||||||
| Total lease liability | $ | 7,640 | $ | 34,475 | $ | 140,561 | $ | 34,475 |
Future minimum lease payments under non-cancellable operating leases at March 31,June 30, 2023 are as follows:
| Years ending September 30, | Amount | Amount | ||||||
| 2023 | 7,670 | |||||||
| 2024 | $ | 31,277 | ||||||
| 2025 | 56,279 | |||||||
| 2026 | 53,005 | |||||||
| Total minimum non-cancelable operating lease payments | $ | 7,670 | $ | 140,561 | ||||
ForThe weighted average remaining lease term for the six months ended March 31, 2023 and 2022, rent expense for all leases amounted to $38,991 and $34,643, respectively.operating lease is 2.92 years as of June 30, 2023.
In December 2019, the Company relocated its primary office to 195 Paterson Avenue, Little Falls, New Jersey, under a one-year lease with a renewal option having monthly payments of $500. Following subsequent renewals the current rent is $700, per month as of March 31,June 30, 2023.
Profit Sharing Plan (for Howco)
On April 13, 2018, Howco announced to its employees a Company-wide profit sharing program. The employee profit share is equal to their annual salary divided byFor the Company’s total annual payroll and multiplied by 10% of net income for the fiscal year. During the sixnine months ended March 31,June 30, 2023 and 2022, the employees earned $0rent expense for all leases amounted to $57,356 and $0, under this plan.$53,855, respectively.
Notice of Default
On September 6, 2019, the Company received a notice of default under its senior secured credit facility with TCA, for non-payment of amounts due among other matters. Left uncured the default remedies include seizure of operating assets such as the Company’s subsidiary. Additionally, the default may trigger cross default provisions under other agreements with other creditors.creditors (see Note 17)9).
Directors’ & Officers’ Insurance Policy Expiration
On October 11, 2019, the Company’s insurance policy covering directors and officers expired and the carrier declined to renew the policy. The Company is working with its broker and other carriers to obtain coverage. This lapse of insurance coverage exposes the Company to the risk associated with its indemnification of its officers against legal actions by third parties as outlined in the officers’ employment agreements as amended on September 16, 2019.
| 27 |
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,June 30, 2023
(Unaudited)
NOTE 16 - CONCENTRATIONS
Concentration of Credit Risk
The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits of $250,000. At March 31,June 30, 2023, cash in a bank did not exceed the federally insured limits. The Company has not experienced any losses in such accounts through March 31,June 30, 2023.
Economic Concentrations
With respect to customer concentration, one customer accounted for approximately 86%85% of total sales for the sixnine months ended March 31,June 30, 2023. One customer accounted for approximately 78%80% of total sales for the sixnine months ended March 31,June 30, 2022.
With respect to accounts receivable concentration, twothree customers accounted for 84%73%, 13% and 13%11% of total accounts receivable at March 31,June 30, 2023. Three customers accounted for approximately 50%, 23% and 15% of total accounts receivable at September 30, 2022.
With respect to supplier concentrations, threeone supplier accounted for approximately 14% of total purchases for the nine months ended June 30, 2023. Three suppliers accounted for approximately 13%21%, 11% and 10% of total purchases for the sixnine months ended March 31, 2023. One supplier accounted for approximately 26% of total purchases for the six months ended March 31,June 30, 2022.
With respect to Howco accounts payable concentration, two suppliers accounted for approximately 26%15% and 15%13% of total accounts payable at March 31,June 30, 2023. Three suppliers accounted for approximately 27%, 24% and 13% of total accounts payable at September 30, 2022.
Foreign sales were $4,509 and $0 for the sixnine months ended March 31,June 30, 2023 and 2022, respectively.
NOTE 17 - SUBSEQUENT EVENTS
Convertible Notes – Frondeur Partners, LLC
On July 10, 2023, the Company and Frondeur Partners LLC., signed an Omnibus Amendment to Promissory Notes dated between October 2022 and May 2023 eliminating conversion rights in each note. All other terms remain the same.
Senior Debt – TCA Global Credit Master Fund, LP
OnThe Company previously reported that, on April 12, 2023, the outstanding principal of $5,747,872 and accrued interest of $2,798,462 was purchased from the receiver for TCA byGlobal Credit Master Fund, LP (“TCA”) sold and assigned to Ekimnel Strategies, LLC, for $200,000,a Delaware limited liability company (“Ekimnel”), and Ekimnel purchased and assumed, all of TCA’s rights and obligations as a lender under that certain Senior Secured Credit Facility Agreement (the “Agreement”). Ekimnel is a company controlled by Michael Bannon, the Company’s CEO. The conversion terms and total amount payable of $8,546,334 are unchanged with respect to Company obligations at the date of filing of this report.Chief Executive Officer.
SaleOn August 12, 2023, the Company, as the Borrower, and the Company’s subsidiaries: Drone USA, LLC and Howco Distributing Co., as Corporate Guarantors, and Michael Bannon, as a Validity Guarantor (collectively, “Credit Parties”), entered into an Amendment (the “Amendment”) to the Agreement with Ekimnel, as the Lender, pursuant to which the Company issued the Second Replacement Promissory Note (the “Note”) to Ekimnel in the principal amount of Howco Receivables – Financing
On April 28, 2023, Howco executed a sale of receivables agreement with Itria Ventures, LLC (“Itria”$8,676,957. The Note was issued in substitution for and to supersede the First Replacement Promissory Convertible Note A and the First Replacement Promissory Convertible Note B, previously issued by the Company, as amended from time to time (collectively “Replacement Notes”). Iteria funded $125,000, which included fees of $6,750 withheld for a net paymentCapitalized terms used but not defined herein shall have the meanings ascribed to Howco of $118,250. Iteria will withdraw weekly repayments of $3,255.21 for 48 weeks. The total repayments is $156,250, including interest totaling $31,250.
Lease Renewal – Howco
On April 16, 2023, Howco renewed its office and warehouse lease for three years. The initial year (commencing on June 1, 2023) monthly lease payment is $4,542,them in years two and three the monthly lease payments are $4,679 and $4,819 respectively. Monthly common charges at $1,481 forAmendment or the first year, subject to change in years two and three.Agreement.
| 28 |
BANTEC, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,June 30, 2023
(Unaudited)
Vendor – Suit Settlement
On May 2, 2023,Pursuant to the Company reached a settlement agreement with a former vendor which had a pending legal action againstAmendment, the Company concerning services rendered having outstanding amounts owed of $219,613. The Company agreed to pay a total of $110,000 in total, consisting of a cash payment of $25,000Lender and a note payable of $85,000 (having a 3% annual interest). The Company will pay $2,472 for 36 months.the Credit Parties:
| (i) | combined and consolidated both the Replacement Notes into the Note; |
Settlement of Judgement Held by Former CFO
| (ii) | extended the Maturity Date of the Note to August 12, 2047; |
| (iii) | lowered the interest rate on the Note to 2.0% per year, with (a) the principal and interest payments starting on August 12, 2026, and (ii) for the period commencing on August 12, 2023 and ending on August 11, 2026, interest due on the Note being added to the outstanding principal amount of the Note; |
On February 14, 2023, the former CFO received a judgement of $130,400 relating to compensation. On May 3, 2023, the Company and the former CFO executed an agreement to settle the judgement amount plus potential obligations for legal fees incurred by the former CFO for a total amount of $90,000 to be paid in three equal installments beginning May 4, 2023, June 3, 2023 and July 3, 2023. The payment due on May 4, 2023 has been paid.
| (iv) | removed the Lender’s right to convert the Company’s obligations under the Note into shares of common stock of the Company; and |
| (v) | made certain conforming changes to the terms of the Agreement. |
Convertible Notes Issued
On April 1,July 17, 2023, the Company entered into the Securities Purchase Agreement (the “Agreement”) with 1800 Diagonal Lending LLC (“Lender”), pursuant to which the Company issued a convertible promissory note (the “Note”) to Frondeur Partners LLC for $15,000the Lender in the principal for services (service agreement replacing agreement with Livingston Asset Management LLC)amount of $90,400, including an original issue discount of $10,400. The Agreement contains certain customary representations, warranties, and covenants made by the Company.
Under the Note, the Company is required to make ten payments of $10,305.60, which includes a one-time interest charge of 14% ($12,565). The convertible note bearsfirst payment is due on August 30, 2023, with nine subsequent payments due each month thereafter. The Note is not secured by any collateral. The Note matures on May 15, 2024 and contains customary events of default. Upon the occurrence and during the continuation of any such event of default, the Note will become immediately due and payable, and the Company is obligated to pay to the Lender an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of 12%the Note to the date of payment plus (y) default interest at 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant to Article IV of the Note (amounts set forth in clauses (w), (x), (y) and matures in nine months. The note issued(z) are collectively referred to as the “Default Amount”). If the Company fails to pay the Default Amount within five (5) business days of the Lender’s written notice that such amount is convertibledue and payable, then the Lender has the right to convert the balance owed pursuant to the Note, including the Default Amount, into shares of common stock of the Company (“Common Stock”) at a discount of 50%variable conversion price equal to 39% of the lowest closing bid price pe share of Common Stock during the twentyten trading daysday period ending on the latest complete trading day prior to conversion.the conversion date, provided that the Lender and its affiliates may not own greater than 4.99% of the Company’s outstanding shares of Common Stock, as set forth in the Note. The note has a conversion feature and is treated as stock settled debtCompany received funding under ASC 480 and a debt premium of $15,000 is recognized as interest expensethe Note on note issuance date.July 24, 2023. The Company intends to use the proceeds from the Note for general working capital purposes.
Bantec Environmental Corp.
On April 1,August 26, 2023, the Company issuedfiled incorporation documents to set up a convertible note to a law firm, having principal of $4,000, six-month term to maturity and 10% annual interest and conversion terms with a fixed discount of 50% of the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes have cross default provisions. The Company has accounts for the convertible promissory notes as stock settled debt under ASC 480 and will record debt premiums equal to the face value of the notes with a charge to interest expense. The note principal amount was charged to professional fees during the month the note was issuedsubsidiary called Bantec Environmental Corp.
Demand and Default Letter
On May 1,July 26, 2023, the Company issuedreceived a convertible promissory notedemand and default letter from Trillium Partners L.P. The letter references a document titled “Securities Purchase Agreement” dated July 2022. In the demand letter, Trillium is looking for immediate payment of $275,710.25. On August 4, 2023, the Company received a demand notification revising the demand amount to $214,563.33 with $183,259 in principal and $31,304.33 in interest and for JP Carey, a total of $270,947.95 with $224,000 in principal and $46,947.95 in accrued interest. In addition, the demand notification included outstanding fee notes for Frondeur Partners LLC, for $15,000a total of $135,000 in principal for services (service agreement replacing agreementand $7,903 of accrued interest. According to the demand notification, as of this day, only one note, dated October 1st, 2022, matured. A company representative is in talks with Livingston Asset Management LLC). The convertible note bears interest of 12% per annumTrillium and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date.
On May 1, 2023, the Company issued a convertible noteis looking to a law firm, having principal of $4,000, six-month term to maturity and 10% annual interest and conversion terms with a fixed discount of 50% ofresolve the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes have cross default provisions. The Company has accounts for the convertible promissory notes as stock settled debt under ASC 480 and will record debt premiums equal to the face value of the notes with a charge to interest expense. The note principal amount was charged to professional fees during the month the note was issued.matter amicably.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results
This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans, estimates and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the SEC on January 12, 2023.
We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.
Overview
Bantec, Inc. is a product and service company targeting the U.S. Government, state governments, municipalities, hospitals, universities, manufacturers and other building owners. Bantec also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co., (“Howco”) (collectively, the “Company”) to the United States Department of Defense and Defense Logistics Agency. The Company established Bantec Sanitizing in fiscal 2021, which offers sanitizing products and equipment through its new store bantec.store. The Company has operations based in Little Falls,Sparta, New Jersey and Vancouver, Washington. The Company continues to seek strategic acquisitions and partnerships that offer us an opportunity to grow sales and profit.
The Impact of COVID-19
The Company is a wholesale vendor to the Department of Defense through its wholly owned subsidiary Howco whose business has been affected due to the COVID-19 social distancing requirements mandated by the federal, state and local governments where the Company’s operations occur. For some businesses, like the Company’s, core business cannot always be done through “virtual” means, and even when this is possible, it requires significant capital and time to achieve. During the six months ended March 31, 2023 sales and shipments at Howco have increased 60% from the six months ended March 31, 2022. It is believed that previous COVID-19 restrictions had an impact on the Company’s operations during prior years.
Liquidity and Capital Resources
As of March 31, 2023 we had $398,000 in current assets, including $10,149 in cash, compared to $703,917 in current assets, including $186,386 in cash, at September 30, 2022. Current liabilities at March 31, 2023, totaled $17,458,914 compared to $16,504,500, at September 30, 2022. The decrease in current assets from September 30, 2022 to March 31, 2023 is primarily due to decreases in: cash of $176,237, and accounts receivable of $120,601. The increase in current liabilities from September 30, 2022 to March 31, 2023, of approximately $954,000, is primarily due to the increases in: accrued expenses of approximately $774,000, and related party notes of approximately $89,0000. While we have revenues from UAV sales as of this date, no significant UAV revenues are anticipated until we have implemented our full plan of operations, specifically, initiating sales campaigns for our UAV internet and social media platforms. We must raise cash to implement our strategy to grow and expand per our business plan. We anticipate over the next 12 months the cost of being a reporting public company will be approximately $250,000.
We are currently issuing shares under the S-1 offering but expect to raise additional proceeds with debt securities, and/or more loans, however if sufficient funding is not available, we would be required to cease business operations. As a result, investors would lose all of their investment. Under the terms of our credit agreement with TCA, all potential new investments must first be reviewed and approved by TCA, which may constrain our options for new fundraising. However, we have been in contact with the receiver for the TCA management companies and funds and do not expect any such objections over investment opportunities. We are currently in discussion to undertake a second S1 offering.
We anticipate our short-term liquidity needs to be approximately $5,000,000 which will be used to satisfy certain of our existing current liabilities and we expect gross profits of approximately $500,000. To meet these needs, we intend to complete our equity financing and refinance or restructure certain existing liabilities. Once this is completed, and we implement our sales and marketing plan to sell UAV products, we anticipate minimal long-term liquidity needs which we expect to meet through equity financing or short-term borrowings.
Additionally, we will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. Our management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement the business plan and may impede the speed of its operations.
The following is a summary of the Company’s cash flows provided by (used in) operating, investing and financing activities:
| Six Months Ended March 31, 2023 | Six Months Ended March 31, 2022 | |||||||
| Net Cash Provided by (Used in) Operating Activities | $ | (320,732 | ) | $ | (985,226 | ) | ||
| Net Cash Used in Investing | - | - | ||||||
| Net Cash Provided by (Used in) Financing Activities | $ | 144,495 | $ | 387,103 | ||||
| Net Increase (Decrease) in Cash | $ | (176,237 | ) | $ | (598,123 | ) | ||
2023, Net cash used in operating activities of $320,732, is largely the result of net losses of $1,612,343, partially offset by non-cash charges for premiums on stock settled debt, debt discount amortization, non-cash charges for services and increases to accrued expenses.
2023, Cash provided by financing activities is largely the result of stock sales for cash of $144,495, and loan advances from related parties, partially offset by repayments of various debts including loans and other financing arrangements at Howco.
Refer also to the Consolidated Statements of Changes in Cash Flows included in the financial statement section of this report.
Results of Operations
Three months Ended March 31, 2023 and 2022
We generated sales of $623,123 and $369,908 for the six months ended March 31, 2023 and 2022, respectively, an increase of approximately $253,000, or 68%. For the three months ended March 31, 2023 and 2022, we reported cost of goods sold of $514,946 and $322,053, respectively, an increase of approximately $193,000, or 60%. The increase in sales and cost of goods sold for the 2023 period as compared to the 2022 period is due to higher sales in current period due to lowered COVID 19 restrictions. Gross margins were 17% and 13% for the three months ended March 31, 2023 and 2022, respectively. We believe that the Company is situated to capture greater sales without incurring significant fixed costs. The Efforts are underway to market an expanded suite of Howco product lines on the east coast. We are expanding product offerings with high tech tactical gear to regular federal government entities (Howco lines of business), adding the high-tech tactical gear to our traditional drone assemblies along with newer more rapidly deployed drones focused on municipalities and lastly, we are adding construction contracting and sanitizing services.
For the three months ended March 31, 2023 and 2022, we reported selling, general, and administrative expenses of $481,483 as compared to $547,529, a decrease of approximately $66,000, or 12%. For the three months ended March 31, 2023 and 2022, selling, general, and administrative expenses consisted of the following:
| For the Three Months ended | For the Three Months ended | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Compensation and related benefits | $ | 261,969 | $ | 321,580 | ||||
| Professional fees | 167,363 | 187,003 | ||||||
| Other selling, general and administrative expenses | 52,151 | 38,946 | ||||||
| Total selling, general and administrative expenses | $ | 481,483 | $ | 547,529 | ||||
The decrease in selling, general, and administrative costs for the 2023 period as compared to the 2022 period was due to the decrease in compensation and professional fees, slightly offset by an increase in other selling, general and administrative costs stemming from lower levels of management and staff at Howco and general decreased operations (also at Howco).
For the three months ended March 31, 2023 and 2022, other expense amounted to $457,362 and $223,030, respectively, a increase of approximately $234,000. The increase was attributable increased interest expense of approximately $148,000 during the 2023 quarter. Additionally during the 2022 period gains on debt extinguishment and fair market value changes offset other expenses by a total of approximately $87,000.
As a result, we reported net losses of $830,668, or $0.00 per common share, and $722,704, or $0.00 per common share, for the three months ended March 31, 2023 and 2022, respectively.
The Company has incurred dividend charges of $39,732, for the three months ended March 31, 2023. The dividends to be paid are included in temporary equity as presented on the balance sheet. There was no temporary equity with a related dividend in the 2022 comparative period.
Six months Ended March 31, 2023 and 2022
We generated sales of $1,229,289 and $772,025 for the six months ended March 31, 2023 and 2022, respectively, an increase of approximately $457,000, or 59%. For the six months ended March 31, 2023 and 2022, we reported cost of goods sold of $1,026,162 and $629,353, respectively, an increase of approximately $397,000, or 63%. The increase in sales and cost of goods sold for the 2023 period as compared to the 2022 period is due to higher sales in current period due to lowered COVID 19 restrictions. We believe that the Company is situated to recapture sales without incurring significant fixed costs through three initiatives. Efforts are underway to market an expanded suite of Howco product lines on the east coast. We are expanding product offerings with high tech tactical gear to regular federal government entities (Howco lines of business), adding the high-tech tactical gear to our traditional drone assemblies along with newer more rapidly deployed drones focused on municipalities. Gross margins were 17% and 18% for the six months ended March 31, 2023 and 2022, respectively, Higher margins during the 2022 were largely due to a single customer for packaging services. During the 2023 period sales of product to a higher percentage of commercial customers rather than government (department of defense).
For the six months ended March 31, 2023 and 2022, we reported selling, general, and administrative expenses of $995,773 as compared to $1,201,825, a decrease of approximately $206,000, or 17%. For the six months ended March 31, 2023 and 2022, selling, general, and administrative expenses consisted of the following:
| For the Six Months ended | For the Six Months ended | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Compensation and related benefits | $ | 521,951 | $ | 640,420 | ||||
| Professional fees | 375,288 | 459,543 | ||||||
| Other selling, general and administrative expenses | 98,534 | 101,862 | ||||||
| Total selling, general and administrative expenses | $ | 995,773 | $ | 1,201,825 | ||||
The decrease in selling, general, and administrative costs for the 2023 period as compared to the 2021 period was due to decreases: in compensation of approximately $118,000 or 18% and professional services expenses of approximately $84,000 or 18%.
For the six months ended March 31, 2023 and 2022, other expense amounted to $819,697 and $516,523, respectively, an increase of approximately $303,000. The increase was attributable to, higher interest costs of approximately $216,000 in current period compared to gains on debt extinguishment and fair market value changes offsetting other expenses by a total of $87,000, in the prior year period.
As a result, we reported a net loss of $1,612,343 or $0.00 per common share, and $1,575,676 or $0.00 per common share, for the six months ended March 31, 2023 and 2022, respectively.
The Company has incurred dividend charges of $76,692, for the six months ended March 31, 2023. The dividends to be paid are included in temporary equity as presented on the balance sheet. There was no temporary equity with a related dividend in the 2022 comparative period.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the sixnine months ended March 31,June 30, 2023, the Company has incurred a net loss of $1,612,343$2,255,726 and used cash in operations of $320,732.$479,809. The working capital deficit, stockholders’ deficit and accumulated deficit was $17,060,914, $17,964,143$18,073,165, $18,642,457 and $37,242,529,$37,885,912, respectively, at March 31,June 30, 2023. On September 6, 2019 theThe Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 9), defaulted on its Note Payable – Seller in September 2017 and has since defaulted on other promissory notes. As of March 31,June 30, 2023, the Company has received demands for payment of past due amounts from several consultants and service providers. It is the management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon the management’s ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has continued to implement cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. However, additional funding may not be available to the Company on acceptable terms, or at all. Any failure to raise capital as and when needed could have a negative impact on the Company’s ability to pursue its business plans and strategies, and the Company would likely be forced to delay, reduce, or terminate some or all of its activities, all of which could have a material adverse effect on the Company’s business, results of operations and financial condition.
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Liquidity and Capital Resources
As of June 30, 2023 we had $401,602 in current assets, including $43,772 in cash, compared to $703,917 in current assets, including $186,386 in cash, at September 30, 2022. Current liabilities at June 30, 2023, totaled $18,474,767 compared to $16,504,500, at September 30, 2022. The decrease in current assets from September 30, 2022 to June 30, 2023 is primarily due to decreases in: cash of $142,614, and accounts receivable of $151,771. The increase in current liabilities from September 30, 2022 to June 30, 2023, of approximately $1,970,267, is primarily due to the increases in: convertible notes of approximately $132,000, notes and loans payable of $306,000, accrued expenses and interest of approximately $1,164,000, and related party notes of approximately $169,000. While we have revenues from UAV sales as of this date, no significant UAV revenues are anticipated until we have implemented our full plan of operations, specifically, initiating sales campaigns for our UAV internet and social media platforms. We must raise cash to implement our strategy to grow and expand per our business plan.
The following is a summary of the Company’s cash flows provided by (used in) operating, investing and financing activities:
| Nine Months Ended June 30, 2023 | Nine Months Ended June 30, 2022 | |||||||
| Net Cash Provided by (Used in) Operating Activities | $ | (479,809 | ) | $ | (1,240,506 | ) | ||
| Net Cash Provided by (Used in) Financing Activities | $ | 337,195 | $ | 497,679 | ||||
| Net Increase (Decrease) in Cash | $ | (142,614 | ) | $ | (742,827 | ) | ||
For the nine months ended June 30, 2023, Net cash used in operating activities of $479,809, is largely the result of net losses of $2,255,726, partially offset by non-cash charges for premiums on stock settled debt of approximately $156,000, debt discount amortization of $277,000, fees notes issued of $156,000 and increase from changes in assets and liabilities of $1,168,000 primarily due to increase in accounts payable and accrued expenses of $1,107,000.
For the nine months ended June 30, 2023, Cash provided by financing activities of $337,195 is largely the result of common stock sales for cash of approximately $99,000, loan advances from related parties of $245,000, net proceeds from notes payable of $118,000 partially offset by repayments of various debts including loans and other financing arrangements at Howco for a total of approximately $145,000.
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Refer also to the Consolidated Statements of Changes in Cash Flows included in the financial statement section of this report.
Results of Operations
Three months Ended June 30, 2023 and 2022
We generated sales of $590,333 and $750,756 for the three months ended June 30, 2023 and 2022, respectively, a decrease of approximately $160,000, or 21%. For the three months ended June 30, 2023 and 2022, we reported cost of goods sold of $489,822 and $629,023, respectively, a decrease of approximately $139,000, or 22%. The decrease in sales and cost of goods sold for the 2023 period as compared to the 2022 period is due to cost cutting measures we implemented during that period. Gross margins were 17% and 16% for the three months ended June 30, 2023 and 2022, respectively.
For the three months ended June 30, 2023 and 2022, we reported selling, general, and administrative expenses of $397,360 as compared to $477,310, a decrease of approximately $80,000, or 17%. For the three months ended June 30, 2023, and 2022, selling, general, and administrative expenses consisted of the following:
| For the Three Months ended | For the Three Months ended | |||||||
| June 30, 2023 | June 30, 2022 | |||||||
| Compensation and related benefits | $ | 133,959 | $ | 259,605 | ||||
| Professional fees | 177,283 | 159,336 | ||||||
| Other selling, general and administrative expenses | 86,118 | 58,369 | ||||||
| Total selling, general and administrative expenses | $ | 397,360 | $ | 477,310 | ||||
The decrease in selling, general, and administrative costs for the 2023 period as compared to the 2022 period was primarily attributable to the decrease in compensation and professional fees due to cost cutting measures we implemented during that period, slightly offset by an increase in other selling, general and administrative costs stemming from lower levels of management and staff at Howco and general decreased operations (also at Howco).
For the three months ended June 30, 2023, and 2022, other expense amounted to $346,534 and $101,680, respectively, an increase of approximately $245,000. The increase was attributable to increased interest expense of approximately $106,000 during the 2023 quarter. Additionally during the 2022 period gains on debt extinguishment and fair market value changes of derivative offset other expenses by a total of approximately $139,000.
As a result, we reported net loss of $643,383 and $457,257 for the three months ended June 30, 2023 and 2022, respectively.
The Company has incurred dividend charges from Series B preferred stock of $34,931, for the three months ended June 30, 2023. The dividends to be paid are included in temporary equity as presented on the balance sheet. There was no temporary equity with a related dividend in the 2022 comparative period.
As a result, we reported net loss available to common stockholders of $678,314, or $0.10 per common share, and $457,257, or $0.12 per common share, for the three months ended June 30, 2023 and 2022, respectively.
Nine months Ended June 30, 2023 and 2022
We generated sales of $1,819,622 and $1,522,781 for the nine months ended June 30, 2023 and 2022, respectively, an increase of approximately $297,000, or 16%. For the nine months ended June 30, 2023 and 2022, we reported cost of goods sold of $1,515,984 and $1,258,376, respectively, an increase of approximately $258,000, or 17%. The increase in sales is primarily attributable to the increase in sales to one of our major customers, Defense Logistics Agency. The cost of goods sold increased for the 2023 period as compared to the 2022 period is due to higher sales over the last nine months. Gross margins were 17% and 17% for the nine months ended June 30, 2023 and 2022, respectively.
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For the nine months ended June 30, 2023, and 2022, we reported selling, general, and administrative expenses of $1,393,133 as compared to $1,679,135, a decrease of approximately $286,000, or 21%. For the nine months ended June 30, 2023 and 2022, selling, general, and administrative expenses consisted of the following:
| For the Nine Months ended | For the Nine Months ended | |||||||
| June 30, 2023 | June 30, 2022 | |||||||
| Compensation and related benefits | $ | 655,910 | $ | 900,026 | ||||
| Professional fees | 552,571 | 618,879 | ||||||
| Other selling, general and administrative expenses | 184,652 | 160,230 | ||||||
| Total selling, general and administrative expenses | $ | 1,393,133 | $ | 1,679,135 | ||||
The decrease in selling, general, and administrative costs for the 2023 period as compared to the 2022 period was primarily attributable to decreases: in compensation of approximately $244,000 or 27% and professional services expenses of approximately $66,000 or 11% due to cost cutting measures we implemented during that period.
For the nine months ended June 30, 2023 and 2022, other expense amounted to $1,166,231 and $618,203, respectively, an increase of approximately $548,000. The increase was attributable to higher interest costs of approximately $322,000. Additionally during the 2022 period gains on debt extinguishment and fair market value changes of derivative offset other expenses by a total of approximately $226,000.
As a result, we reported net loss of $2,255,726 and $2,032,933 for the nine months ended June 30, 2023 and 2022, respectively.
The Company has incurred dividend charges from Series B preferred stock of $111,623, for the nine months ended June 30, 2023. The dividends to be paid are included in temporary equity as presented on the balance sheet. There was no temporary equity with a related dividend in the 2022 comparative period.
As a result, we reported a net loss available to common stockholders of $2,367,349 or $0.38 per common share, and $2,032,933 or $0.68 per common share, for the nine months ended June 30, 2023 and 2022, respectively.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Significant Accounting Estimates
Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. In general, management’s estimates are based on historical experience, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of intangible assets for impairment analysis, valuation of the lease liability and related right-of-use asset, valuation of stock-based compensation, the valuation of derivative liabilities, valuation of redeemable preferred stock, valuation of derivative liabilities, and the valuation allowance on deferred tax assets.
We have identified the accounting policies below as critical to our business operations.
Accounts Receivable
Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value based on the present value of estimated future cash flows.
Revenue Recognition
The Company follows Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, which has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.
The Company sells a variety of products to government entities. The purchase order received specifies each item and its manufacturer; the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligations exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation.
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The Company through its subsidiary Howco may enterenters into contracts to package products for a third-party company servicing the same government customer base. The contracts are based on the job lot as shipped to Howco for packaging. The customer is billed upon completion each job lot at which time revenue is recognized.
The Company sells drones and related products manufactured by third parties to various parties, primarily local government entities. The Company also offers technical services related to drone utilization and performs other services. Contracts for drone related products and services sales will be evaluated using the five-step process outline above. There have been no material sales for drone products or other services for which full compliance with performance obligations has not been met. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics.
The Company began sales of sanitizing products and services during the year ended September 30, 2022. Revenue for this line of business is recognized upon shipment and delivery of training services (as applicable).
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. Additionally, effective October 1, 2016, the Company adopted the Accounting Standards Update No. 2016-09 (“ASU 2016-09”), Improvements to Employee Share-Based Payment Accounting. Among other changes, ASU 2016-09 permits the election of an accounting policy for forfeitures of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award. The Company has elected to recognize forfeitures as they occur and the cumulative impact of this change did not have any effect on the Company’s consolidated financial statements and related disclosures.
As of October 1, 2018, the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore, the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date.
Derivative Liabilities
The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.
Convertible Notes with Fixed Rate Conversion Options
The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 – “Distinguishing Liabilities from Equity”.
Net Loss Per Share
Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution.
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Lease Accounting
In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to report on their balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases under the prior guidance (ASC Topic 840). Under the new guidance, codified as ASC Topic 842, the lease liability must be measured initially based on the present value of future lease payments, subject to certain conditions. The right-of-use asset must be measured initially based on the amount of the liability, plus certain initial direct costs. The new guidance further requires that leases be classified at inception as either (a) operating leases or (b) finance leases. For operating leases, periodic expense generally is flat (straight-line) throughout the life of the lease. For finance leases, periodic expense declines over the life of the lease. The new standard, as amended, provides an option for entities to use the cumulative-effect transition method. As permitted, the Company adopted ASC Topic 842 effective June 1, 2020. The adoption of ASC Topic 842 did not have a material impact on the Company’s consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures
We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of March 31,June 30, 2023, our disclosure controls and procedures were not effective.
The ineffectiveness of our disclosure controls and procedures was due to the following material weaknesses in our internal control over financial reporting. Currently there is no staff with knowledge of Generally Accepted Accounting Procedures on site at Howco.Howco and segregation of duties is lacking. To remediate, this situation, we have engaged outsourced accountants.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31,June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In connection with the 2016 fiscal year merger with Texas Wyoming Drilling, Inc., a vendor has a claim for unpaid bills of approximately $75,000 against the Company. The Company and its legal counsel believe the Company is not liable for the claim pursuant to its indemnification clause in the merger agreement.
On February 6, 2018, the Company sent a letter to the previous owners of Howco Distributing Co. (“Howco”) alleging that they made certain financial misrepresentations under the terms of the Stock Purchase Agreement by which the Company acquired control of Howco during 2016. The Company claimed that the previous owners took excessive amounts of cash from the business prior to the close of the merger. On March 13, 2018 the Company filed a lawsuit against the previous owners by issuing a summons. On April 12, 2018, the Company received the Defendants’ answer. On July 22, 2019, the Company sought and was granted a dismissal without prejudice of the lawsuit filed against the previous owners of Howco. The Company andhad previously made $3,000 monthly payments to the previous owners areformer owner, however for the time being, we have decided to suspend those payments until we feel Bantec is in discussiona better position to settle the matter as of March 31, 2023. An informal oral agreement with the Sellerresume. A company representative has been made whereby the Company has been paying thein contact with previous owners $3,000 per month since January 2021 in satisfaction of Sellers note payable.owners.
In the suit Drone USA, Inc and Michael Bannon (plaintiffs) vs the former Chief Financial Officer or CFO, currently pending in New York State court, the plaintiffs seek to compel the former CFO to meet his obligations under an agreement guaranteeing payments to another former executive. The former CFO filed a cross-claim against the plaintiffs for past due salary. The employment agreement with the former CFO allowed salary payments to be paid in cash or stock. During the year ended September 30, 2021, the Company issued 36,821,33036,821 shares of its common stock for the past due salary and claims that this payment moots the former CFO’s claim for past due salary. During the year ended September 30, 2022 the Company began the process to cancel the shares issued which were reclassified to equity. The former CFO filed a motion for summary judgement which was denied, then filed an appeal to that order. The appellate court reversed the lower court’s decision. TheOn February 14, 2023, the former CFO received a judgement of $130,400 relating to compensation. On May 2, 2023, the Company hasand the former CFO executed an agreement to settle the judgement amount plus potential obligations for legal fees incurred by the former CFO for a total amount of $90,000 to be paid $2,222 of its obligation. A settlement was reached following March 31,in three equal installments beginning May 4, 2023, June 3, 2023 and July 3, 2023. (see Note 17)Bantec made all three payments, and the matter is now closed.
On April 10, 2019, a former service provider filed a complaint with three charges with the Superior Court Judicial District of New Haven, CT seeking payment for professional services. The Company has previously recognized expenses of $218,637, which remain unpaid in accounts payable. The Company has retained an attorney who is currently working to address the complaint. On August 9, 2019 the Company filed a motion to dismiss the charge of unjust enrichment. The judge granted the Company’s motion to dismiss. The Company, through its attorney, is working to negotiate a settlement. A trial is scheduled for March 2023. TheOn May 2, 2023, the Company reached a settlement following March 31, 2023. (see Note 17)agreement and agreed to pay a total of $110,000 in total, consisting of a cash payment of $25,000 and a note payable of $85,000 (having a 3% annual interest). The Company will pay $2,472 for 36 months. The Company is one payment behind and intends to catch up with the payment schedule.
During the year ended September 30, 2019, two vendors (The Equity Group and Toppan Vintage) have asserted claims for past due amounts of approximately $59,000, arising from services provided. The Company has fully recognized, in accounts payable the amounts associated with these claims and expects to resolve the matters to satisfaction of all parties.claims. The Company has not been in contact with these entities.
On December 30, 2020, a Howco vendor filed a lawsuit seeking payment of past due invoices totaling $276,430 and finance charges of $40,212. The Company has recorded the liability for the invoices in the normal course of business. Management at Howco as well as an intermediary consultant structured a repayment plan with this vender and other venders as well.
On June 23, 2023, Howco entered into a settlement agreement with Crane Machinery Inc. (CMI). Howco agrees to pay $16,500 with an initial settlement of $2,000, to be followed by monthly installments of $2,900, until paid in full.
On July 26, 2023, Bantec received a demand and default letter from Trillium Partners L.P. The letter references a document titled “Securities Purchase Agreement” dated July 2022. In the demand letter Trillium is looking for immediate payment of $275,710.25. On August 4, 2023, we received a demand letter revising the demand amount to $214,563.33 with $183,259 in principal and $31,304.33 in interest. A company representative is in talks with Trillium and we are looking to resolve the matter amicably. In addition, the demand letter included outstanding fee notes for Frondeur Partners LLC., a total of $135,000 in principal and $7,903 of accrued interest. According to the demand letter, as of this day, only one note, dated October 1st, 2022, matured.
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ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuance of Unregistered Securities
Since December 31, 2022,April 1, 2023, the Company issued the following unregistered securities:
Shares Issued for Conversions of Convertible Notes
On MarchApril 18, 2023, we entered into an exchange agreement with Trillium, pursuant to which Trillium exchanged 224,000 shares of our Series B Preferred Stock for 224,000 shares of our Series C Preferred Stock. The Series Preferred C does not have voting or conversion rights. Section 6 outlines the mandatory redemption by the Company on a date which is earlier of: (i) December 31, 2023; and (ii) upon the occurrence of an Event of Default (i) or (ii), the Mandatory Redemption Date”).
On June 1, 2023, the Companywe issued 372,664,600224,000 shares of common stock inSeries C Preferred Stock to Trillium.
On June 6, 2023, we received a notice of conversion offrom Frondeur Partners LLC, convertible note payable dated August 1, 2022, all principalLLC. Frondeur was looking to convert $19,017.47 into 380,349 shares of $15,000 and accrued interest of $871 were converted.our common stock. To date the stock has not been electronically sent to Frondeur’s bank. Our transfer agent is still waiting on DWAC instructions.
Convertible Notes Issued
On MarchBetween April 1, 2023 and May 1, 2023, the Company issued a convertible promissory notenotes to Frondeur Partners LLC for $15,000 in principal for services. The convertible note bears interesta total of 12% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date.
On March 1, 2023, the Company issued a convertible note to a law firm, having principal of $4,000, six-month term to maturity and 10% annual interest and conversion terms with a fixed discount of 50% of the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes have cross default provisions. The Company has accounts for the convertible promissory notes as stock settled debt under ASC 480 and recorded debt premiums equal to the face value of the notes with a charge to interest expense. The note principal amount was charged to professional fees during the month the note was issued.
On April 1, 2023, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000$30,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 12% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and atotal debt premium of $15,000$30,000 is recognized as interest expense on note issuance date.
OnBetween April 1, 2023 and June 1, 2023, the Company issued a convertible notenotes to a law firm, having a total principal of $4,000, six-month term to maturity and 10% annual interest and conversion terms with a fixed discount of 50% of the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes have cross default provisions. The Company has accounts for the convertible promissory notes as stock settled debt under ASC 480 and will record debt premiums equal to the face value of the notes with a charge to interest expense. The note principal amount was charged to professional fees during the month the note was issued
On May 1, 2023, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 12% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date.
On May 1, 2023, the Company issued a convertible note to a law firm, having principal of $4,000,$12,000, six-month term to maturity and 10% annual interest and conversion terms with a fixed discount of 50% of the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The notes have cross default provisions. The Company has accounts for the convertible promissory notes as stock settled debt under ASC 480 and will record debt premiums equal to the face value of the notes with a charge to interest expense. The note principal amount was charged to professional fees during the month the note was issued.
The securities were issued by the Company in reliance on the exemption from the registration requirements under section 4(a)(2) of the Securities Act of 1933 as amended, and the provisions of Regulation D thereunder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
See Notes 9 and 19 to the Condensed Consolidated Financial Statements included in Part 1 of this Form 10-Q.
On September 6, 2019, the Company received a default notice on its payment obligations under the senior secured credit facility agreement from TCA.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 10-Q
| * | Filed herewith. |
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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.
| BANTEC, INC. | ||
| Dated: | By: | /s/ Michael Bannon |
| Michael Bannon | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| /s/ Michael Bannon | ||
| Michael Bannon | ||
| Chief Financial Officer (Principal Financial Officer) | ||
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