HARRISON VICKERS & WATERMAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | For the Twelve Months Ended June 30, |
| | 2019 | | 2018 |
OPERATING ACTIVITIES | | | | | | |
Net Gain/(Loss) | | $ | (9,505,058) | | $ | 5,195,984 |
Adjustments to reconcile net (loss) to net cash used from operating activities: | | | | | | |
Depreciation expense | | | 266,923 | | | 346,083 |
Change in fair market value of derivative | | | 9,960,182 | | | (8,568,710) |
Gain on establishment of put premium and elimination of derivative liability | | | (2,371,607) | | | |
Derivative expense included in transfer to put premium | | | 408,522 | | | - |
Reserve on receivable from Attitude Drinks, Inc. | | | - | | | 321,811 |
Cash from Milford Crafts LLC Bankruptcy | | | - | | | (39,130) |
Amortization of debt discount | | | 201,549 | | | 1,281,817 |
Loss on liquidation of operations placed into bankruptcy | | | - | | | 968,684 |
Derivative expense | | | - | | | 278,134 |
Legal fees incurred on conversion of debt | | | 20,680 | | | 17,750 |
Non-controlling interest | | | (82,191) | | | (387,245) |
Net assets acquired in New Jersey Battery purchase | | | 52,321 | | | - |
Accrued interest recorded as non-convertible debt | | | 983,785 | | | 341,800 |
Legal settlement | | | - | | | 50,000 |
Gain on extinguishment and conversion of debt and preferred stock | | | - | | | (125,800) |
Changes in operating assets and liabilities: | | | | | | |
Prepaid Expenses and Other assets | | | (80,039) | | | (107,514) |
Inventories | | | 19,524 | | | 35,148 |
Related party payable | | | 22,321 | | | - |
Deposits | | | (43,751) | | | 3,300 |
Accounts payable | | | (17,232) | | | (39,130) |
Accrued expenses and accrued interest | | | 38,034 | | | 470,887 |
Deferred expenses | | | 2,879 | | | (9,940) |
Net Cash (Used) From Operating Activities | | | (145,479) | | | (16,229) |
| | | | | | |
INVESTING ACTIVITIES | | | | | | |
Purchase of infrastructure-taverns | | | - | | | (32,013) |
Capitalized costs-battery project | | | (39,000) | | | - |
Net Cash (Used) Investing Activities | | | (39,000) | | | (32,013) |
| | | | | | |
FINANCING ACTIVITIES | | | | | | |
Proceeds from convertible notes payable | | | 177,010 | | | 184,410 |
Loans payable converted to equity contribution | | | - | | | 71,034 |
Return of capital to investors | | | (91,295) | | | (50,000) |
Payments made to minority owners | | | (5,000) | | | (101,446) |
Net Cash provided by Financing Activities | | | 80,715 | | | 103,998 |
| | | | | | |
Net Increase (Decrease) in Cash and Cash Equivalents | | | (69,296) | | | 55,757 |
| | | | | | |
Cash and Cash Equivalents, Beginning of Period | | | 175,735 | | | 119,976 |
Cash and Cash Equivalents, End of Period | | $ | 71,972 | | $ | 175,735 |
| | | | | | |
Cash paid during the period for: | | | | | | |
Interest | | $ | - | | $ | |
Taxes | | $ | - | | $ | |
| | | | | | |
Non-cash Investing and Financing activities: | | | | | | |
Liabilities recorded from purchase of New Jersey Battery | | $ | 52,321 | | $ | - |
Debt Discount recorded on debt issued | | $ | 190,010 | | $ | 184,410 |
Accrued interest converted to non-current non-convertible debt | | $ | 983,785 | | $ | 1,615,609 |
Accrued interest extinguished on conversion of debt | | $ | 60,959 | | $ | 2,054 |
The accompanying notes are an integral part of these consolidated financial statements.
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HARRISON, VICKERS & WATERMAN, INC.
JUNE 30, 2019
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS
Corporate History
We were incorporated on June 5, 2008, under the laws of the State of Nevada under the name Sharp Performance Inc. From inception until September 2013, our business focus was on the provision of consulting services to the American automotive industry. From September 2013 until April 21, 2015, we were primarily engaged in the business of making commercial secured real estate loans. On October 24, 2013, we changed our name to Harrison, Vickers & Waterman Inc. in conjunction with the change in our business focus. On April 21, 2015, we commenced operations in a new line of business, the ownership of World of Beer taverns that serve craft and imported beer along with food and other spirits. We no longer are involved in the commercial secured real estate loans. On October 24, 2018, the Company entered into a Securities Exchange Agreement with NJ Battery Energy Storage Project 1, LLC.
Acquisition of World of Beer
In April 2015, we entered into a Purchase Agreement (the “Purchase Agreement”), with the original shareholders of Attitude Beer Holdings, Inc. (“ABH”), namely, Attitude Drinks Incorporated, a Delaware corporation (“Attitude Drinks”), and two significant investors of ABH, pursuant to which the shareholders sold to us all of the outstanding shares of stock of ABH, and ABH thereupon became our wholly owned subsidiary. In consideration for the purchase of the shares of common stock of ABH, we issued: (i) to Attitude Drinks, 51 shares of our newly created Series B Preferred Stock of the Company (the “Series B Preferred Stock”) and a seven year warrant (the “B Warrant”) to purchase 5,000,000 shares of our common stock, par value $.0001 per share (the “Common Stock”), at an exercise price of $0.075 per share (subject to customary anti-dilution adjustments); (ii) to the significant investors, a secured convertible note of approximately $2.2 million and warrants to purchase approximately 1.7 billion shares at $.0025 per share. The warrants have a seven-year life commencing April 20, 2015. These investors also acquired an Additional Investment Right to invest up to $5,000,000 on the same terms.
One of the investors acquired 32,300 shares of our Series A Preferred Stock (convertible into 32,300,000 shares of Common Stock) from HVW Holdings LLC “HVW”, an entity of which Mr. James Giordano, our prior Chief Executive Officer and prior Chairman of the Board, was the managing member, subject to the terms of a Purchase Agreement. Attitude Drinks purchased 87,990,000 shares of Common Stock from HVW Holdings LLC at a price of $65,000.
Operations of World of Beer
Through our wholly owned subsidiary, Attitude Beer Holding Co., a Delaware corporation (“ABH”), we are an owner of a 51% interest in a World of Beer franchise taverns.
In December 2014, ABH entered into a joint venture with New England World of Beer (“NEWOB”) and together opened our first tavern in located in West Hartford, Connecticut. The West Hartford property is a 4,000 sq. foot tavern that sells a selection of over 500 craft and imported beers along with food and other spirits and cocktails. Similar taverns are currently open in 20 states nationwide. On December 27, 2017, the Company had reached an agreement with the operating and marketing units of the chain of World of Beer taverns, to manage our taverns in Connecticut and Massachusetts. The deal as structured, allows for World of Beer to take over the daily operations of the taverns which should dramatically improve efficiencies and top line sales. Additionally, the 9% royalties previously paid under the old agreement with NEWOB will be eliminated, thereby driving significant benefits to the bottom line of the business. Further, World of Beer has become an equity partner in both the West Hartford CT and Cambridge MA tavern operations, replacing the former minority owners.
At acquisition, ABH had an interest in one World of Beer tavern and had just started construction of a second World of Beer Tavern in Milford, Connecticut as well as planning construction of a third World of Beer Tavern in Cambridge, Massachusetts. We ultimately finished construction on Milford and Cambridge properties and commenced operations. However, the Milford property filed for bankruptcy protection in Connecticut Court. The
6
bankruptcy was dismissed and the Company liquidated its assets there and paid off its creditors. Operations ceased in July 2017. For financial statement purposes, the operating results and the liquidation for the twelve months ended June 30, 2018 have been recorded as “Loss on liquidation of operation put into bankruptcy.”
Acquisition of NJ Battery Energy Storage Project 1, LLC
On October 24, 2018, the Company entered into a Securities Exchange Agreement (the “Securities Exchange Agreement”) with NJ Battery Energy Storage Project 1, LLC, its Members, and various securities holders of the Company, under which the Company purchased approximately 80% of the LLC Membership Interest of NJ Battery Energy Storage Project 1, LLC in exchange for the issuance of 100,000 Shares of newly issued Series C Convertible Preferred Stock.
Each share of Series C Preferred Stock shall be convertible into 40,000 shares of Common Stock ("Conversion Ratio"), at the option of a Holder, at any time and from time to time, from and after the issuance of the Series C Preferred Stock; provided that, for a period of twenty for (24) months from the Issuance Date, if the Company issues shares of common stock (or securities, including any derivative securities, containing the right to purchase, exercise or convert into shares of common stock) (the "Dilution Shares") such that the outstanding number of shares of common stock on a fully diluted basis shall be greater than five billion (5,000,000,000) shares (inclusive of conversions of Series C Preferred Stock at the Conversion Ratio immediately above), then the Conversion Ratio for the Series C Preferred Stock then outstanding and unconverted as of the date the Dilution Shares are issued shall be adjusted to equal the Conversion Ratio multiplied by a fraction, the numerator of which shall be the number of shares outstanding on a fully diluted basis after the issuance of the Dilution Shares, and the denominator shall be five billion (5,000,000,000). Example: Company issues securities representing 1,000,000,000 Dilution Shares, then the Conversion Ratio shall equal [40,000 x 6BB/5BB (or 1.2) = 48,000]. A Holder shall effect a conversion by surrendering to the Company the original certificate or certificates representing the shares of Series C Preferred Stock to be converted to the Company, together with a completed form of conversion notice attached hereto as Exhibit B (the "Conversion Notice"). Each Conversion Notice shall specify the number of shares of Series C Preferred Stock to be converted, the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Conversion Notice (the "Conversion Date"), and the Conversion Price determined as specified in Section 5(c) hereof. If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is delivered pursuant to this Section 5(a). Subject to Section 5(b) hereof, each Conversion Notice, once given, shall be irrevocable.
The Series C Convertible Preferred Stock is in the form of the Certificate of Designation attached as Exhibit 2.2 in our Form 8-K filed on November 7, 2018. See Exhibit 10.1 of the aforementioned 8-k for the ownership of the Series C Preferred.
During March of 2019, the Company completed the purchase of the additional 20% of NJ Battery Energy Storage Project 1, LLC that it did not own for $250,000 in cash and 100,000,000 shares of stock in the Company. To date, neither the cash nor the common shares have been issued. As such, the Company is still accounting for the transaction as if it were the 80% owner.
Operations of NJ Battery Energy Storage Project 1, LLC
As of the date of this report, operations of NJ Battery Energy Storage Project 1, LLC have not yet commenced. However, the Company is in discussions with electric utilities for the sale of the project.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company prepares its consolidated financial statements are prepared in conformity with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.
Principles of Consolidation
The consolidated financial statements include the accounts of GMEV and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.
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Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, allowance for accounts receivable, depreciable lives of the web site, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, and valuation of share-based payments.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Property, Equipment and Depreciation
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred.
Accounting for Derivatives
The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.
Impairment of Long-Lived Assets
The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, deposits received from customers for layaway sales and short-term loans the carrying amounts approximate fair value due to their short maturities.
We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach
8
(present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.
Revenue Recognition
The Company recognized revenue for our services in accordance with ASC 605-10, "Revenue Recognition in Financial Statements." Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured.
Restatements
All financial statements for prior periods have been restated to more accurately present Financial condition. There has been no profit and loss impact on any prior period statements.
Stock-Based Compensation
The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.
The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of September 30, 2020. Interest and penalties in any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor were any significant interest expense recognized during the six months ended September 30, 2020 and 2019.
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Net Earnings (Loss) Per Share
In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.
Segment Information
In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments. The Company has two operating segments as of June 30, 2019 and 2018, Tavern and Battery
NOTE 3 - INVENTORIES
Inventories, as estimated by management, currently consist of inventory for our World of Beer franchise locations in West Hartford, New Milford and Cambridge. Inventories are stated at the lower of cost on the first in, first-out method or market. The inventory is comprised of the beverages and food and other items needed for the preparation of meals and spirits to our customers. Balances at June 30, 2019 and June 30, 2018 by tavern were as follows:
Tavern | | June 30, 2019 | | June 30, 2018 |
West Hartford/Cambridge | | $ | 77,796 | | $ | 97,320 |
Inventorie | | $ | 77,796 | | $ | 97,320 |
NOTE 4 - FIXED ASSETS- NET
Property and equipment relate to the fixtures at our World of Beer taverns. They are reported net of accumulated depreciation and included tenant equipment, bar equipment and improvements. Assets are depreciated over usable lives estimated to be between five and twenty years. Balances at June 30, 2019 and June 30, 2018 by tavern were as follows:
Tavern | | June 30, 2019 | | June 30, 2018 |
West Hartford | | $ | 805,565 | | $ | 905,565 |
Cambridge | | | 1,451,247 | | | 1,541,247 |
Pre-opening costs | | | - | | | 76,923 |
Fixed Assets, Net | | $ | 2,256,812 | | $ | 2,253,735 |
During the year ended June 30, 2019, the Company wrote off all of the pre-opening costs via depreciation expense.
NOTE 5 - CAPITALIZED COSTS- BATTERY PROJECT
Capitalized costs - battery project represent all costs incurred in order to begin the battery project. Such costs included licenses, consulting fees and engineering costs. These costs will be amortized over the useful life of the project. The current useful life cannot be estimated and no amortization has occurred to date.
| | June 30, 2019 | | June 30, 2018 |
Capitalized costs | | $ | 92,321 | | $ | - |
Accumulated amortization | | | - | | | - |
Total | | $ | 92,321 | | $ | - |
NOTE 6 - GOODWILL
The Company recorded goodwill as a result of its business acquisition of New Jersey Battery. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible assets acquired. Based upon that analysis, the Company determined that the value of the Goodwill was as follows:
Discounted present value of assets required | $ | 520,545 |
Net assets acquired at acquisition | | 52,321 |
Goodwill | $ | 468,224 |
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The Company evaluated goodwill at the end of the quarter and found no impairment had occurred. At June 30, 2019 and June 30, 2018, balances were as follows:
| | June 30, 2019 | | June 30, 2018 |
Goodwill | | $ | 468,224 | | $ | - |
Estimated impairment | | | - | | | - |
Total | | $ | 468,224 | | $ | - |
NOTE 7 - ACCRUED EXPENSES
Accrued Expenses at June 30, 2019 and June 30, 2018 represent the following:
| | June 30, 2019 | | June 30, 2018 |
Accrued compensation | | $ | 20,000 | | $ | 10,000 |
Professional fees | | | 94,232 | | | 56,839 |
Other | | | 4,464 | | | - |
Total | | $ | 118,696 | | $ | 66,839 |
Accrued compensation
Accrued compensation represents amounts owed to our prior Chief Executive. Upon his resignation, it was agreed that he was owed $20,000.
Professional fees
Professional fees represent legal fees incurred associated with the lawsuit filed by a former Chief Executive plus other corporate matters. See footnote 18.
NOTE 8 - ACCRUED INTEREST
Accrued interest
At June 30, 2019 and June 30, 2018, accrued interest totals were as follows:
| | June 30, 2019 | | June 30, 2018 |
Total accrued interest | | $ | 2,547,239 | | $ | 1,664,065 |
Less; accrued interest on Non-convertible notes | | | (2,464,457) | | | (1,615,609) |
Accrued interest-current | | $ | 82,782 | | $ | 48,456 |
NOTE 9 - PUT PREMIUM ON CONVERTIBLE DEBT
In connection with the private placement and debt transactions during the period ended December 31, 2015, the Company issued 4,955,000 warrants, to purchase common stock with an exercise price of $0.40 and a three-year term. During the year ended December 31, 2016 an additional 166,756 warrants were issued with an exercise price of $.08 and having a three-year term. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants as a derivative liability. During the year ended December 31, 2017, 2,250,000 warrants expired.
In connection with the issuance of convertible notes as discussed above in Note 7, the Company evaluated the note agreements to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the convertible note agreement that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the conversion feature as a derivative liability.
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During the year ended June 30, 2019 the Company revaluated the note agreements and determined that all of the conversion features meet the standard for classification of those features as stock settled debt in accordance with ASC 480 - Distinguishing Liabilities from Equity, whereby a put premium is calculated using the stock price discount and recorded as a liability fully recognized as interest expense on the date the issued. As of June 30, 2019, The Company has recognized the put premiums as calculated by reclassifying the derivative liabilities and fully amortizing the corresponding debt discounts into interest expense.
NOTE 10 - DERIVATIVE LIABILITIES
Pursuant to Generally Accepted Accounting Principles (GAAP), the Company assigns a value to the equity component of all convertible securities, known as a derivative liability. Based upon the nature of the Company’s outstanding debt instruments, it was determined that the binomial lattice method, which is recommended for GAAP, should be utilized. The following assumptions were utilized in determining the derivative liability:
Volatility: | 162% |
Interest rate: | 1.5% per year |
Dividends: | $0 |
At March 31, 2019 and June 30, 2018, derivative liability totals were as follows:
| | June 30, 2019 | | June 30, 2018 |
Derivative liability-Notes | | $ | 946,626 | | $ | 3,542,918 |
Derivative liability-Warrants | | | 33,284 | | | 295,873 |
Total Derivative liability | | | 979,911 | | | 3,838,791 |
Less: current portion | | | - | | | - |
Derivative liability-non-current | | $ | 979,911 | | $ | 3,838,791 |
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
The following is the Company’s derivative liability measured at fair value on a recurring basis at June 30, 2019 and June 30, 2018:
| | June 30, 2019 | | June 30, 2018 |
Level 1 | | $ | - | | $ | - |
Level 2 - Derivative Liability | | | - | | | - |
Level 3 | | | 979,911 | | | 3,838,791 |
Total | | $ | 979,911 | | $ | 3,838,791 |
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NOTE 11 - CONVERTIBLE DEBENTURES, NET
See Issuance History, Item 3, above, for Notes issued during the current fiscal year.
Balances of convertible debt are as follows:
Creditor | Issued | Date | Rate | 30-Jun-2019 | 30-Jun-2018 |
Oscaleta Partners, LLC | 08-Jan-13 | 30-Jun-14 | 10% | $ | 2,500 | $ | 2,500 |
Tarpon Bay Parnters, LLC | 13-Feb-13 | 01-Jan-15 | 10% | | 5,000 | | 5,000 |
Jefferson Street LLC | 30-Apr-14 | 31-Dec-14 | 10% | | 3,502 | | 32,178 |
Oscaleta Partners, LLc | 01-Oct-14 | 01-Jan-17 | 10% | | 25,000 | | 25,000 |
Alpha Capital Anstalt | 21-Apr-15 | 20-Apr-17 | 10% | | 1,619,375 | | 1,619,375 |
Tarpon Bay Parnters, LLC | 21-Apr-15 | 20-Apr-17 | 10% | | 554,792 | | 554,792 |
Oscaleta Partners, LLC | 27-Apr-15 | 31-Dec-16 | 10% | | 13,250 | | 13,250 |
Tarpon Bay Parnters, LLC | 08-May-15 | 31-Dec-16 | 10% | | 7,500 | | 7,500 |
Alpha Capital Anstalt | 29-Jul-15 | 28-Jul-17 | 10% | | 80,000 | | 80,000 |
Tarpon Bay Parnters, LLC | 04-Oct-15 | 14-Oct-17 | 10% | | 78,000 | | 78,000 |
Tarpon Bay Parnters, LLC | 20-Oct-15 | 20-Oct-17 | 10% | | 24,525 | | 35,000 |
Alpha Capital Anstalt | 19-Nov-15 | 19-Nov-17 | 10% | | 325,000 | | 325,000 |
Tarpon Bay Parnters, LLC | 19-Nov-15 | 19-Nov-17 | 10% | | 110,000 | | 110,000 |
Alpha Capital Anstalt | 07-Dec-15 | 07-Dec-17 | 10% | | 25,000 | | 25,000 |
Tarpon Bay Parnters, LLC | 26-Jan-16 | 26-Jan-18 | 10% | | 102,500 | | 102,500 |
Alpha Capital Anstalt | 26-Jan-16 | 26-Jan-18 | 10% | | 343,745 | | 343,745 |
Alpha Capital Anstalt | 29-Feb-16 | 28-Feb-18 | 10% | | 200,000 | | 200,000 |
Alpha Capital Anstalt | 01-Apr-16 | 01-Apr-18 | 10% | | 300,000 | | 300,000 |
EMA Financial | 25-Apr-16 | 28-Feb-18 | 10% | | 200,000 | | 200,000 |
Southridge Partners, LLC | 09-May-16 | 09-May-18 | 10% | | 100,000 | | 100,000 |
Southridge Partners, LLC | 20-May-16 | 20-May-18 | 10% | | 100,000 | | 100,000 |
Alpha Capital Anstalt | 25-May-16 | 25-May-18 | 10% | | 300,000 | | 300,000 |
Southridge Partners, LLC | 26-May-16 | 26-May-18 | 10% | | - | | 25,000 |
Alpha Capital Anstalt | 08-Jun-16 | 08-Jun-18 | 10% | | 150,000 | | 150,000 |
Southridge Partners, LLC | 08-Jun-16 | 08-Jun-18 | 10% | | 100,000 | | 100,000 |
Alpha Capital Anstalt | 07-Jul-16 | 30-Jun-18 | 10% | | 200,005 | | 200,005 |
Southridge Partners, LLC | 07-Jul-16 | 30-Jun-18 | 10% | | 100,000 | | 100,000 |
Alpha Capital Anstalt | 15-Aug-16 | 15-Aug-18 | 10% | | 250,005 | | 250,005 |
Southridge Partners, LLC | 18-Nov-16 | 18-Nov-18 | 10% | | 10,000 | | 10,000 |
Joseph Canouse | 14-Aug-17 | 24-May-18 | 0% | | 5,000 | | 5,000 |
Alpha Capital Anstalt | 14-Sep-17 | 31-Aug-18 | 10% | | 50,005 | | 50,005 |
Oscaleta Partners, LLC | 20-Nov-17 | 20-Nov-18 | 10% | | 15,000 | | 15,000 |
Oscaleta Partners, LLC | 15-Dec-17 | 31-Dec-18 | 10% | | 40,000 | | 40,000 |
Oscaleta Partners, LLC | 15-Dec-17 | 31-Dec-18 | 10% | | 28,905 | | 28,905 |
Oscaleta Partners, LLC | 05-Feb-18 | 04-Feb-19 | 12% | | 10,000 | | 10,000 |
Oscaleta Partners, LLC | 08-Mar-18 | 07-Mar-09 | 12% | | 15,500 | | 15,500 |
Oscaleta Partners, LLC | 04-Dec-18 | 07-Mar-19 | 12% | | 27,500 | | - |
Oscaleta Partners, LLC | 10-Dec-18 | 31-Dec-19 | 12% | | 22,500 | | - |
Alpha Capital Anstalt | 10-Dec-18 | 31-Dec-19 | 12% | | 25,010 | | - |
Oscaleta Partners, LLC | 07-Jan-19 | 06-Jul-19 | 12% | | 27,000 | | - |
Oscaleta Partners, LLC | 28-Jan-19 | 27-Jul-19 | 12% | | 40,000 | | - |
Oscaleta Partners, LLC | 22-Feb-19 | 21-Aug-19 | 12% | | 30,000 | | - |
Oscaleta Partners, LLC | 22-Mar-19 | 21-Sep-19 | 12% | | 18,000 | | - |
| | | | | | | |
Convertible notes outstanding, gross | $ | 5,684,119 | $ | 5,558,260 |
Less: Discount on notes | | (98,783) | | (29,495) |
Convertible notes outstanding, net | | 5,585,336 | | 5,528,765 |
Less; Non-current portion | | (5,309,945) | | (5,331,343) |
Convertible notes outstanding, current portion | $ | 275,391 | $ | 197,422 |
Debt retired for the twelve months ended June 30, 2019 is as follows:
a)On July 17 , 2018 the Company issued 78,400,000 shares of common stock to Oscaleta Partners LLC for the extinguishment of $10,525 of convertible debt, $-0- of accrued interest and $1,235 in fees.
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b)On August 6, 2018 the Company issued 78,066,667 shares of common stock to Oscaleta Partners LLC for the extinguishment of $10,475 of convertible debt, $-0- of accrued interest and $1,235 in fees.
c)On September 5, 2018 the Company issued 88,315,800 shares of common stock to Oscaleta Partners LLC for the extinguishment of $1,750 of convertible debt, $5,846.58 of accrued interest and $1,235 in fees.
d)On October 3, 2018 the Company issued 97,031,600 shares of common stock to Oscaleta Partners LLC for the extinguishment of $850 of convertible debt, $3,646.58 of accrued interest and $355 in fees.
e)On November 8, 2018 the Company issued 84,949,400 shares of common stock to Oscaleta Partners LLC for the extinguishment of $1,100 of convertible debt, $2,742.47 of accrued interest and $405 in fees.
f)On November 28, 2018 the Company issued 50,958,651 shares of common stock to Red Clover Capital for the extinguishment of $5,095.87 of convertible debt.
g)On November 30, 2018 the Company issued 50,958,651 shares of common stock to Red Clover Capital for the extinguishment of $5,095.87 of convertible debt.
h)On November 30, 2018 the Company issued 21,868,500 shares of common stock to Oscaleta Partners LLC for the extinguishment of $275 of convertible debt, $1,506.85 of accrued interest and $405 in fees.
i)On December 6, 2018 the Company issued 33,700,000 shares of common stock to EMA Financial for the extinguishment of $5,055.00 of convertible debt.
j)On December 7, 2018 the Company issued 108,680,100 shares of common stock to Oscaleta Partners LLC for the extinguishment of $1,000 of convertible debt, $9,463.01 of accrued interest and $405 in fees.
k)On December 18, 2018 the Company issued 80,000,000 shares of common stock to Carpathia LLC for the extinguishment of $2,650 of convertible debt and $1,350 in fees.
l)On January 10, 2019 the Company issued 92,158,933 shares of common stock to Oscaleta Partners LLC for the extinguishment of $5,080 of convertible debt, $7,443.84 of accrued interest and $1,300 in fees.
m)On January 31, 2019 the Company issued 62,000,000 shares of common stock to Red Clover Capital for the extinguishment of $6,200 of convertible debt.
n)On February 1, 2019 the Company issued 98,187,025 shares of common stock to Oscaleta Partners LLC for the extinguishment of $35,000 of convertible debt, $232.62 of accrued interest and $1,300 in fees.
o)On February 5, 2019 the Company issued 66,562,500 shares of common stock to Oscaleta Partners LLC for the extinguishment of $20,000 of convertible debt and $1,300 in fees.
p)On February 13, 2019 the Company issued 81,511,600 shares of common stock to Oscaleta Partners LLC for the extinguishment of $14,945 of convertible debt, $57.32 of accrued interest and $1,300 in fees.
q)On February 13, 2019 the Company issued 49,887,000 shares of common stock to Oscaleta Partners LLC for the extinguishment of $800 of convertible debt, $8,677.40 of accrued interest and $1,300 in fees.
r)On March 1, 2019 the Company issued 42,133,333 shares of common stock to Oscaleta Partners LLC for the extinguishment of $3,756 of convertible debt and $1,300 in fees.
s)On March 12, 2019 the Company issued 170,000,000 shares of common stock to Oscaleta Partners LLC for the extinguishment of $5,500 of convertible debt and $1,300 in fees.
t)On March 21, 2019 the Company issued 117,050,000 shares of common stock to Oscaleta Partners LLC for the extinguishment of $3,382 of convertible debt, and $1,300 in fees.
u)On March 27, 2019 the Company issued 117,671,200 shares of common stock to Oscaleta Partners LLC for the extinguishment of $4,633.56 of accrued interest and $1,300 in fees.
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v)On May 29, 2019 the Company issued 154,178,000 shares of common stock to Oscaleta Partners LLC for the extinguishment of $4,633.56 of accrued interest plus $1,300 in fees.
w)On June 25, 2019 the Company issued 226,538,400 shares of common stock to Oscaleta Partners LLC for the extinguishment of $10,221.92 of accrued interest plus $1,105 in fees.
NOTE 12 - LOANS PAYABLE TO INVESTORS
On December 27, 2017, the Company terminated its relationship with its former minority owners and agreed that the amount owed was $311,531.66. This amount was reclassified to Loan payable to investors since they were no longer minority owners.
At June 30, 2019 and June 30, 2018, loans payable to investors:
| | June 30, 2019 | | June 30, 2018 |
Total loans payable to investors | | $ | 296,532 | | $ | 296,532 |
Less: Long-Term portion | | | (266,532) | | | (266,532) |
Loans payable-current | | $ | 30,000 | | $ | 30,000 |
Reconciliation of balances
Balance at June 30, 2018 | $ | 299,032 |
Payments during twelve months ended June 30, 2019 | | (5,000) |
Balance at June 30, 2019 | $ | 294,032 |
The loan shall be repaid at the greater of: a) 50% of the prior month’s cash flow from operations or b) $2,500. Thusly, the minimum repayment of $30,000, $2,500 for 12 months is included as current.
NOTE 13 - NON-CONVERTIBLE NOTES PAYABLE
During May 2018, the Company and its investors agreed to restructure its existing accrued interest payable to a long term note due December 31, 2019. The note shall be non-interest bearing and non-convertible.
At June 30, 2019 and June 30, 2018, loans payable to investors
| | June 30, 2019 | | June 30, 2018 |
Reclassified accrued Interest | | $ | 2,464,457 | | $ | 1,615,609 |
Non-convertible notes Payable | | $ | 2,464,457 | | $ | 1,615,609 |
NOTE 14 - STOCKHOLDERS’ DEFICIENCY
Common stock
There are 2,000,000,000 shares of common stock authorized of June 30, 2019. At June 30, 2019 and June 30, 2018, there were 2,403,847,374 and 733,756,414, shares of Common stock outstanding, respectively. As of the date of this report, there are 2,558,025,374 shares of common stock outstanding.
On February 28, 2019, the Company filed with the Secretary of state of Nevada to increase the authorized number of shares from 2,000,000,000 to 5,000,000,000.
The Company is obligated to issue another 100,000,000 shares for the purchase of the 20% of New Jersey Battery Project that they had not previously owned. To date, these shares have not been issued.
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Preferred Stock
Here is a summary of the Company’s outstanding preferred stock
Shares authorized and par value
Preferred Series Class | Shares authorized | | Par value |
| | | | |
Series A | 100,000 | | $ | 0.0001 |
Series B | 51 | | | 0.0001 |
Series C | 100,000 | | $ | 0.001 |
Shares outstanding
| June 30, 2019 | | June 30, 2018 |
| | | | |
Series A | 98,000 | | | 98,000 |
Series B | 51 | | | 51 |
Series C | 100,000 | | | - |
Common shares to be issued upon conversion
Preferred Series Class | June 30, 2019 | | June 30, 2018 |
| | | | |
Series A | 292 million | | | 292 million |
Series B | 51 | | | 51 |
Series C | 4 billion | | | -0- |
NOTE 15 - NON-CONTROLLING INTEREST
The Company has majority stakes in its two operating subsidiaries as follows:
New England World of Beer | 51% |
New Jersey Battery | 80%* |
*- The Company has agreed to purchase the other 20% of New Jersey Battery for 100 million shares and $250,000. To date, this compensation has not been paid and as such the Company has not yet accounted for the purchase.
As such, the Company must account for the share of each entity it does not own. As of June 30, 2019 and June 30, 2018, non-controlling interest was as follows:
| | June 30, 2019 | | June 30, 2018 |
New England World of Beer | | $ | (805,310) | | $ | (835,576) |
New Jersey Battery | | | 34,330 | | | - |
Total | | $ | (771,980) | | $ | (835,576) |
The minority interest was reduced by approximately $20,000 during the twelve months ended June 30, 2019 for returns of capital to minority owners.
The Company has agreed to issue 100,000,000 shares of common stock plus $250,000 for the ownership of the remaining 20% of New Jersey Battery. To date, these shares or the cash payment have not been issued.
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NOTE 16 - SEGMENT REPORTING
The Company has two segments; a) tavern and b) battery project. Information on the battery project is presented from the date of acquisition, October 24, 2018 through June 30, 2019
Balance sheet information as of June 30, 2019:
| Tavern | | Battery | | Corporate | | Total |
| | | | | | | |
Cash | $ | 71,473 | | $ | 61 | | $ | 438 | | $ | 71,972 |
Fixed Assets-net | | 2,256,812 | | | - | | | - | | | 2,256,812 |
Goodwill | | - | | | - | | | 468,224 | | | 468,224 |
Total assets | $ | 2,631,756 | | $ | 77,147 | | $ | 547,034 | | $ | 3,255,937 |
Income statement information for twelve months ended June 30, 2019:
| Tavern | | Battery | | Corporate | | Total |
| | | | | | | |
Revenues | $ | 4,258,159 | | $ | - | | $ | - | | $ | 4,258,159 |
Cost of goods sold | | 1,228,604 | | | - | | | - | | | 1,228,604 |
Gross margin | | 3,029,555 | | | - | | | - | | | 3,029,555 |
Operating expenses | | 3,234,747 | | | 171,449 | | | 47,333 | | | 3,453,529 |
Operating loss | | (205,192) | | | (171,449) | | | (47,333) | | | (423,974) |
Other (expenses) | | - | | | - | | | (9,155,798) | | | (9,155,798) |
Net income before income taxes | | (205,192) | | | (171,449) | | | (9,203,131) | | | (9,579,772) |
Non-controlling interest | | 40,425 | | | 34,289 | | | - | | | 74,714 |
Net income | $ | (164,767) | | $ | (137,160) | | $ | (9,203,131) | | $ | (9,505,058) |
NOTE 17 - MANAGEMENT CHANGES
Resignation of Former Chief Executive Officer and Chief Operating Officer
On October 24, 2018, Mr. Jeffrey Canouse, CEO and Director There were no disagreements between the Company and Mr. Canouse.
Appointment of New Chief Executive Officer and Director
Effective October 24, 2018, Christopher Harrison was named the new Chief Executive Officer and director of the Company.
NOTE 18 - LIQUIDATION OF OPERATIONS IN BANKRUPTCY
On June 6, 2017, the Company’s 51% owned tavern in Milford CT, Milford Craft LLC, filed for bankruptcy in United States Bankruptcy Court, District of Connecticut. During the first quarter of the current fiscal year, the Company completely ceased operations at Milford Craft LLC.
For financial statement purposes, the company eliminated all balances on the balance sheet and recorded a loss for its investment in the property as follows:
Net investment in Milford Craft LLC | $ | 1,371,760 |
Net equity of Milford Craft LLC | | (403,076) |
Loss on liquidations of operations placed into bankruptcy | $ | (968,684) |
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NOTE 19 - LEGAL SETTLEMENT
On September 21, 2015, Mr. James Giordano, the former Chief Executive Officer filed suit against the Company for back wages in the Judicial District of Stamford CT. Shortly after the commencement of trial on September 13, 2017, the parties reached a settlement whereby Mr. Giordano would receive $50,000 and release any future claims he might have against the Company.
Amounts owed to Mr. Giordano were paid in the fiscal year ended June 30, 2018. There is no remaining liability.
NOTE 20- INCOME TAXES
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the net deferred taxes, as of June 30, 2019 and June 30, 2018 are as follows:
Deferred tax asset | | 30-Jun-19 | | 30-Jun-18 |
| | | | |
Net income (loss) | | $ | (9,505,058) | | $ | 5,195,984 |
| | | | | | |
Add: | | | | | | |
Amortization of debt discount | | | 201,549 | | | 1,281,817 |
| | | | | | |
Change in Fair market value of derivative liability | | | 9,960,182 | | | (8,568,710) |
| | | | | | |
Derivative expense on transfer of put premium | | | 408,522 | | | - |
| | | | | | |
Write-down of property placed in bankruptcy | | | - | | | 968,684 |
| | | | | | |
Reserve on receivable from Attitude Drinks, Inc. | | | - | | | 321,811 |
| | | | | | |
Gain on establishment of put premium | | | (2,371,607) | | | - |
| | | | | | |
Taxable income | | $ | (1,306,412) | | $ | (800,414) |
Marginal tax rate | | | 26% | | | 26% |
| | | | | | |
Deferred tax asset | | | 339,667 | | | 208,108 |
Change in valuation | | | | | | |
allowance | | | (339,667) | | | (208,108) |
| | | | | | |
Deferred tax asset | | $ | - | | $ | - |
The federal statutory tax rate reconciled to the effective tax rate during fiscal years ended June 30, 2019 and 2018, respectively, is as follows:
| 2020 | | 2019 |
Tax at U.S. Statutory Rate | 21.0% | | 21.0% |
Estimated state income tax rate | 5.0% | | 5.0% |
Less valuation allowance | (26.0)% | | (26.0)% |
| 0.0% | | 0.0% |
Utilization of the Company’s net operating losses may be subject to substantial limitations if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Service Code and similar state provisions.
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NOTE 21 - SUBSEQUENT EVENTS
There were no events of a material nature that occurred subsequent to the Balance sheet date and the date of this report except for the following items mentioned below:
Sale of WOB Taverns
On September 28, 2020, the Company sold its interests in the West Hartford World of Beer, and Cambridge Craft restaurants. Concurrent with this sale, the Purchase also acquired the debt associated with the restaurants. As a result, after this transaction, there will be approximately $10,000 of debt remaining on the balance sheet from this line of business.
Rescission of Battery Project
In January of 2020, the assets of the Battery project were sold for $125,000. The proceeds from the sales were issued to the former owners of the Battery. Concurrent with the sale of the asset, the Series C preferred issued to the former owners of Battery were cancelled. As of that date, there are no assets or liabilities on the books of the Company related to the Battery project.
Management Changes and Compensation agreement
Effective January 4, 2021, Mr. Harrison resigned as the Chief Executive Officer and was replaced by Jeffrey M. Canouse on that date. Mr. Canouse signed a Management compensation agreement whereby his monthly compensation is $15,000 per month.
Issuance of convertible debt
Harrison Note
Upon leaving the company, Mr. Harrison received a note for services rendered of $100,000. The note bears interest at a rate of 8% and matures on January 4, 2022. The note is convertible into common stock of the Company at the lower of seventy five percent (75%) of the closing bid price for the Company’s common stock on the date of this Note, or (b) fifty percent (50%) (“Discount”) of the lowest closing bid price for the Company’s common stock during the thirty(30) trading days immediately preceding the date of delivery by Holder to Company of the Conversion Notice.
Canouse Note
Upon becoming Chief Executive of the Company, Mr. Canouse received a note of $150,000. The note bears interest at a rate of 12% and matures on January 4, 2022. The note is convertible into common stock of the Company at the lower of seventy five percent (75%) of the closing bid price for the Company’s common stock on the date of this Note, or (b) fifty percent (50%) (“Discount”) of the lowest closing bid price for the Company’s common stock during the thirty(30) trading days immediately preceding the date of delivery by Holder to Company of the Conversion Notice.
Issuance of common stock for extinguishment of debt
The following conversions were made subsequent to the Balance sheet date
Debt holder | Date | Principal | Accrued Interest | Fees | Total | Shares Issued |
| | | | | | |
CARPATHIA, LLC | 28-Jan-21 | $ | 5,000 | $ | 3,109 | $ | 1,500 | $ | 9,609 | 217,000,000 |
| | | | | | | | | | |
Total | | $ | 5,000 | $ | 3,109 | $ | 1,500 | $ | 9,609 | 217,000,000 |
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