Organization and Basis of Operations | Note 1 - Organization and Basis of Operations Nature of Business We are a market leader in the emerging virtual human likeness space, and the foremost developer of hyper-realistic digital humans - computer generated assets that appear to be human and can perform in live shows, virtual reality, augmented reality, holographic, 3D stereoscopic, web, mobile, interactive and artificial intelligence applications. We believe that digital humans will be ubiquitous in society, culture and industry. In the last decade, hyper-realistic digital humans have performed in movies such as The Curious Case of Benjamin Button or on stage such as the virtual performance of a digital Tupac Shakur at the Coachella Valley Music Festival. We expect that, in years to come, digital humans will not only perform for audiences on stage and in film, but they will also represent individual consumers as digital likeness avatars, in realistic and fantasy form, appearing and interacting on the consumer’s behalf in electronic and mobile communication, social media, video game, virtual reality, and augmented reality. The Company’s long-term goal is to be the ‘face’ of artificial intelligence, to provide a human form to interactive artificially intelligent computer beings that will be common in society, providing useful information and services to people in diverse industries, such as education, health care, telecommunications, defense, transportation and entertainment. Our leadership team is currently focused on applications of digital humans in entertainment. We believe the entertainment industry provides us with attractive near-term opportunities to put digital humans to work in proven performance-oriented business models, while also allowing us to use the visibility of our globally recognized celebrities to showcase our digital human technologies and their applications across other industries. Accordingly, our current business plan is to generate revenues from our digital human representations of three of the world’s best-known late celebrities - Michael Jackson, Elvis Presley and Marilyn Monroe - in full length entertainment experiences, brand marketing events and digital products. The Company has a long-term agreement with Company shareholder, the Estate of Michael Jackson, to share in the revenues of any commercial use of the digital likeness of Michael Jackson. The Company is also in negotiations regarding the amendment and re-instatement of rights agreements relating to the intellectual property of two other Company shareholders, the Estate of Marilyn Monroe and Authentic Brands Group / Elvis Presley Enterprises. We believe our specific business opportunity will be driven by the rapid evolution of the methods by which people access information and content through various forms of interactive electronic media. We believe that we are moving toward a world in which we will simply ask a computer a question and we will be given an answer, by a hyper-realistic digital human who possesses a universe of accurate and relevant information. Through our continued development of the world’s most advanced human animation technology, and our collaboration with the larger community of artificial intelligence pioneers, we expect that we will do more than just put a face on ‘AI.’ We intend to build your most knowledgeable teacher, your most trusted advisor, and in a digital world that reveals more possibilities each day, maybe even your best friend. Company History Recall Studios, Inc. was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. The Company changed its name to Brick Top Productions, Inc. in October 2010, and to Carolco Pictures, Inc. in January 2015, both names relating to the Company’s then principal business of feature film entertainment. Effective November 29, 2017, the Company’s corporate name was changed to Recall Studios, Inc., and its stock symbol was changed to “BTOP.” On August 8, 2018, the Company entered into an agreement to acquire 99.7% of Evolution AI Corporation (EAI), a private corporation incorporated in the State of Florida in November 2017. EAI owned approximately 58% of Pulse Evolution Corporation (“Pulse”) (OTC Pink: PLFX), a corporation incorporated in the State of Nevada. The Company acquired its ownership interest in EAI by issuing Preferred X stock for a total consideration valued at $211,500,000. The financial statements as of September 30, 2018 reflect the assets and liabilities acquired from EAI and Pulse, including Goodwill and the Non-Controlling interest arising from the business combination. Going Concern The Company’s condensed consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the condensed consolidated financial statements, the Company had an accumulated deficit of $18,295,687 at September 30, 2018 and incurred a net loss for the nine months ended September 30, 2018 of $7,142,257 and utilized net cash used in operating activities of $2,461,968. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. In addition, the Company’s independent public accounting firm in its audit report to the financial statements included in the 2017 Annual Report expressed substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management estimates that the current funds on hand and raising capital through proceeds from the sale of common stock subscriptions will be sufficient to continue operations through 2018. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and in its ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash to operate its business. Management is also monetizing the Company’s intellectual property and seeks to increase operational revenues through its myriad applications which are available on various platforms. No assurance can be given that any future financing will be available, or operational revenues, or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case or equity financing. Restatement In connection with the preparation of the Company’s condensed consolidated financial statements as of and for the fiscal year ended December 31, 2018, the Company identified an error whereby, the deferred tax liability on a temporary tax difference between tax and accounting basis on intangible assets had not been recognized. This error resulted in an understatement of the deferred tax liability and goodwill by $37.0 million. This Amendment is being filed solely to restate the condensed consolidated financial statements (i) for the accounting error described above and (ii) for measurement period adjustments also related to the Company’s acquisition of Evolution AI. A reconciliation of the previously reported condensed consolidated balance sheet as of September 30, 2018 and the restated September 30, 2018 condensed consolidated balance sheet is as follows: September 30, 2018 Measurement September 30, as Previously Period Effect of 2018 Reported Adjustment Restatement as Restated ASSETS Current assets Cash $ 36,551 $ - $ - $ 36,551 Prepaid expenses 685,200 - - 685,200 Deposits and retainers 126,072 - - 126,072 Total current assets 847,823 - - 847,823 Property and equipment, net 76,987 - - 76,987 Goodwill 81,267,181 29,843,665 36,944,000 148,054,846 Acquired and licensed technology, net 209,276,639 (68,387,000 ) - 140,889,639 Total assets $ 291,468,630 $ (38,543,335 ) $ 36,944,000 $ 289,869,295 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 2,324,117 $ - $ - $ 2,324,117 Accrued expenses 5,774,685 (1,262,335 ) - 4,512,350 Amounts owed to related parties 840,364 - - 840,364 Deposit on future sale of equity 55,000 - - 55,000 Note Payable 2,700,000 - - 2,700,000 Note Payable - related parties 65,000 - - 65,000 Convertible notes payable, net of discount 137,131 - - 137,131 Convertible notes - related party 484,365 - - 484,365 Warrant liability 3,714,541 - - 3,714,541 Derivative liability 2,393,891 - - 2,393,891 Total current liabilities 18,489,094 (1,262,335 ) - 17,226,759 Deferred income taxes - - 36,944,000 36,944,000 Total liabilities 18,489,094 (1,262,335 ) 36,944,000 54,170,759 COMMITMENTS AND CONTINGENCIES (Note 16) Stockholders’ equity: Series A Preferred stock, par value $0.0001, 5,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2018 - - - - Series B Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2018 - - - - Series C Convertible Preferred stock, par value $0.0001, 41,000,000 shares authorized, 1,262,491 shares issued and outstanding as of September 30, 2018 126 - - 126 Series X Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding as of September 30, 2018 100 - - 100 Common stock par value $0.01: 400,000,000 shares authorized; 214,557,207 shares issued and outstanding as of September 30, 2018 21,456 - - 21,456 Additional paid-in capital 225,304,099 - - 225,304,099 Shares to be issued 50,000 50,000 Accumulated deficit (18,295,687 ) - (18,295,687 ) Non-controlling interest 65,899,442 (37,281,000 ) - 28,618,442 Total stockholders’ equity 272,979,536 (37,281,000 ) - 235,698,536 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 291,468,630 $ (38,543,335 ) $ 36,944,000 $ 289,869,295 |