1. OVERVIEW | 1. OVERVIEW Nature of Operations DataSight Corporation, f/k/a LED Lighting Company and Fun Media World, Inc., was incorporated under the name of Pinewood Acquisition Corporation under the laws of the State of Delaware on July 19, 2010 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 28, 2013, the Companys board of directors and stockholders approved an amendment to the Companys Certificate of Formation to change its corporate name to LED Lighting Company, and the amendment was filed with the Secretary of State of the State of Delaware on May 30, 2013. On May 28, 2013, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the Company. On October 8, 2018, the Company completed the Amended and Restated Exchange Agreement (the Exchange Agreement) with DataSight, Inc., a Nevada corporation (DSI), and the shareholders of DSI (the DataSight Shareholders) which own over 90% of the outstanding shares of DSI and all of the outstanding options issued by DSI. Under the terms of the Exchange Agreement, the Company acquired DSI through the acquisition of the outstanding stock of DSI. In exchange, the Company agreed to issue to the DataSight Shareholders 7,317,767 shares of the Companys Series A Convertible Preferred Stock (the Company Preferred Stock) and will issue new options to the DataSight Shareholders which hold options. The Company Preferred Stock has 26 to 1 voting rights over the Company common stock and will automatically convert into shares of Company common stock upon the Companys completion of a reverse stock split. On October 11, 2018 the Companys Board of Directors, approved, a reverse stock split in the ratio of 1 for 26 for all shares of common stock, as of a record date of October 11, 2018. As of that date there were 27,890,537 common shares outstanding. The reverse stock split is subject to the Company receiving shareholder approval. The Series A Convertible Preferred Stock is not subject to the reverse split. In accordance with reverse merger or reverse acquisition accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Exchange Agreement will be replaced with the historical financial statements of DSI prior to the Exchange Agreement, in all future filings with the U.S. Securities and Exchange Commission, or SEC. The foregoing summary and description of the terms of the transaction contemplated under the Exchange Agreement contained herein is qualified in its entirety by reference to the complete agreement, a copy of which is filed as an exhibit to the Companys Form 8-K filed with the SEC on October 18, 2018 and incorporated herein by reference. Going Concern The Company has sustained operating losses and an accumulated deficit of $4,535,489 since inception of the Company on July 19, 2010 through September 30, 2018. In the nine months ended September 30, 2018, the Company incurred a loss of $64,335. The Companys continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties. These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. There is no assurance that the Company will ever be profitable. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |