UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedJune 30, 2014
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number000-54746
NOHO, INC.
(Exact name of registrant as specified in its charter)
| Wyoming | | 27-2300669 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| 8340 E. Raintree Dr. Unit D, Scottsdale, AZ | | 85260 |
| (Address of principal executive offices) | | (Zip Code) |
(480) 306-7319
(Registrant’s telephone number, including area code)
Indicate by check mark whether the issuer(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| | |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☑ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares of Common Stock, $0.001 par value, outstanding on August 19, 2014 was 17,370,091 shares.
NOHO, INC.
QUARTERLY REPORT
PERIOD ENDED JUNE 30, 2014
TABLE OF CONTENTS
| | | | Page No. |
| | | PART I - FINANCIAL INFORMATION | |
| Item 1. | | Financial Statements | 4 |
| | | | |
| Item 2. | | Management's Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| | | | |
| Item 3. | | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| | | | |
| Item 4T. | | Controls and Procedures | 19 |
| | | | |
| | | PART II - OTHER INFORMATION | |
| | | | |
| Item 1. | | Legal Proceedings | 20 |
| | | | |
| Item1A. | | Risk Factors | 20 |
| | | | |
| Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | 20 |
| | | | |
| Item 3. | | Defaults Upon Senior Securities | 21 |
| | | | |
| Item 4. | | Mine Safety Disclosures | 21 |
| | | | |
| Item 5. | | Other Information | 21 |
| | | | |
| Item 6. | | Exhibits | 21 |
| | | | |
| | | Signatures | 22 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of NOHO Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "DRNK" refers to NOHO Inc.
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| INDEX | F-1 |
| Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013 (Unaudited) | F-2 |
| Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013 (Unaudited) | F-3 |
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (Unaudited) | F-4 |
| Notes to the Condensed Consolidated Financial Statements (Unaudited) | F-5 |
NOHO, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
| | | June 30, | | | December 31, | |
| | | 2014 | | | 2013 | |
| | | | | | | | (RESTATED) | |
| ASSETS | | | | | | | | |
| Current assets: | | | | | | | | |
| Cash | | $ | — | | | $ | 18,804 | |
| Accounts receivable | | | 216,459 | | | | 50,392 | |
| Prepaid expenses | | | — | | | | 61,583 | |
| Inventory | | | 81,844 | | | | 120,203 | |
| Total current assets | | | 298,303 | | | | 250,982 | |
| | | | | | | | | |
| Fixed assets, net of accumulated depreciation of $8,096 and $6,267, respectively | | | 10,943 | | | | 12,772 | |
| | | | | | | | | |
| Intangible assets, net of accumulated amortization of $47,845 and $43,911, respectively | | | 124,630 | | | | 132,498 | |
| Total assets | | $ | 433,876 | | | $ | 396,252 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 666,094 | | | $ | 272,253 | |
| Accrued compensation - related party | | | 996,572 | | | | 803,236 | |
| Accrued interest | | | 100,794 | | | | 46,312 | |
| Accrued interest - related party | | | — | | | | 10,014 | |
| Line of credit - related party | | | 233,492 | | | | 205,500 | |
| Notes payable, net of discounts of $62,037 and $0, respectively | | | 492,463 | | | | 189,500 | |
| Convertible notes payable, net of discounts of $435 and $1,232, respectively | | | 259,065 | | | | 254,268 | |
| Total current liabilities | | | 2,748,480 | | | | 1,781,083 | |
| | | | | | | | | |
| Total liabilities | | | 2,748,480 | | | | 1,781,083 | |
| | | | | | | | | |
| Stockholders' (deficit): | | | | | | | | |
| Common stock $0.001 par value, 760,000,000 shares authorized, 18,343,081 and 16,919,081 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | | | 18,344 | | | | 16,920 | |
| Additional paid in capital | | | 6,716,657 | | | | 4,438,500 | |
| Accumulated (deficit) | | | (9,049,605 | ) | | | (5,840,251 | ) |
| Total stockholders' (deficit) | | | (2,314,604 | ) | | | (1,384,831 | ) |
| Total liabilities and stockholders' (deficit) | | $ | 433,876 | | | $ | 396,252 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOHO, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
| | | For the Three Months Ended | | For the Six Months Ended |
| | | June 30, | | June 30, |
| | | 2014 | | 2013 | | 2014 | | 2013 |
| | | | | | | | | |
| Revenue, net | | $ | 283,640 | | | $ | 100,355 | | | $ | 430,641 | | | $ | 277,978 | |
| Cost of goods sold | | | 151,605 | | | | 55,944 | | | | 226,374 | | | | 281,835 | |
| | | | | | | | | | | | | | | | | |
| Gross profit | | | 132,035 | | | | 44,411 | | | | 204,267 | | | | (3,857 | ) |
| | | | | | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | | | | | | |
| Consulting fees | | | 40,000 | | | | 88,882 | | | | 164,209 | | | | 289,001 | |
| Compensation expense | | | 565,014 | | | | 187,900 | | | | 2,642,059 | | | | 187,900 | |
| Amortization and depreciation | | | — | | | | 4,774 | | | | — | | | | 9,547 | |
| General and administrative | | | 135,574 | | | | 250,211 | | | | 218,782 | | | | 485,864 | |
| Professional fees | | | 76,395 | | | | — | | | | 119,528 | | | | — | |
| Promotional and marketing | | | 20,544 | | | | — | | | | 38,344 | | | | — | |
| Selling expense | | | 36,212 | | | | — | | | | 188,402 | | | | — | |
| Total operating expenses | | | 873,739 | | | | 531,707 | | | | 3,301,324 | | | | 972,312 | |
| | | | | | | | | | | | | | | | | |
| Loss from continuing operations | | | (741,704 | ) | | | (487,296 | ) | | | (3,097,057 | ) | | | (976,169 | ) |
| | | | | | | | | | | | | | | | | |
| Other income (expense): | | | | | | | | | | | | | | | | |
| Interest expense, net | | | (35,898 | ) | | | — | | | | (61,328 | ) | | | — | |
| Interest expense - related party | | | (23,056 | ) | | | (52,431 | ) | | | (50,969 | ) | | | (80,892 | ) |
| Total other income (expense) | | | (58,954 | ) | | | (52,431 | ) | | | (112,297 | ) | | | (80,892 | ) |
| | | | | | | | | | | | | | | | | |
| Net loss | | $ | (800,658 | ) | | $ | (539,727 | ) | | $ | (3,209,354 | ) | | $ | (1,057,061 | ) |
| | | | | | | | | | | | | | | | | |
| Net loss per share - basic and fully diluted | | $ | (0.04 | ) | | $ | (0.01 | ) | | $ | (0.18 | ) | | $ | (0.02 | ) |
| Weighted average number of shares outstanding - basic and fully diluted | | | 17,981,613 | | | | 14,257,528 | | | | 17,981,613 | | | | 14,257,528 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOHO, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| | | For the Six Months Ended | |
| | | June 30, | |
| | | 2014 | | | | 2013 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | |
| Net loss | | $ | (3,209,354 | ) | | $ | (1,057,061 | ) |
| Adjustments to reconcile net loss from operations to net cash used in operating activities: | | | | | | | | |
| Shares issued for services | | | 2,156,889 | | | | — | |
| Shares issued for stock-based compensation | | | — | | | | 16,919 | |
| Depreciation and amortization | | | 9,702 | | | | 9,548 | |
| Amortization of debt discount | | | 797 | | | | 4,033 | |
| Amortization of warrants issued for financing | | | 5,155 | | | | — | |
| Charges in operating assets and liabilities: | | | | | | | | |
| Decrease (increase) in accounts receivable | | | (166,067 | ) | | | (1,689 | ) |
| (Increase) in prepaid expenses | | | 61,583 | | | | — | |
| (Increase) in inventory | | | 38,359 | | | | (1,986 | ) |
| Increase in accounts payable | | | 393,836 | | | | 90,537 | |
| Increase in accrued payroll | | | 193,336 | | | | 175,400 | |
| Increase in accrued expenses | | | — | | | | 19,900 | |
| Increase in accrued interest payable | | | (14,522 | ) | | | — | |
| Increase in accrued interest payable - related party | | | 54,482 | | | | 43,774 | |
| Net cash used by operating activities | | | (475,804 | ) | | | (700,625 | ) |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
| Bank overdraft | | | — | | | | (11,689 | ) |
| Proceeds (payments) from line of credit, net - related party | | | 32,500 | | | | — |
| Proceeds from notes payable | | | 365,000 | | | | 371,500 | |
| Payments on notes payable | | | — | | | | (12,000 | ) |
| Proceeds from convertible notes payable | | | 4,000 | | | | — | |
| Proceeds from the sale of common stock | | | 55,500 | | | | — | |
| Proceeds from capital contributions | | | — | | | | 249,000 | |
| Capital distributions, net - related party | | | — | | | | — | |
| Net cash provided by financing activity | | | 457,000 | | | | 596,811 | |
| | | | | | | | | |
| Net change in cash | | | (18,804 | ) | | | (103,814 | ) |
| Cash - beginning | | | 18,804 | | | | 92,125 | |
| Cash - ending | | $ | — | | | $ | (11,689 | ) |
| | | | | | | | | |
| SUPPLEMENTAL INFORMATION: | | | | | | | | |
| Interest paid | | $ | 2,569 | | | $ | 2,500 | |
| Income taxes paid | | $ | — | | | $ | — | |
| | | | | | | | | |
| SUPPLEMENTAL NON-CASH DISCLOSURES: | | | | | | | | |
| Shares issued for debt conversion | | $ | — | | | $ | — | |
| Shares issued in connection with convertible debenture | | $ | — | | | $ | — | |
| Shares issued for intangible asset | | $ | — | | | $ | 109,397 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOHO, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 – Basis of presentation
The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto included in the Company's Annual Report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual results.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.
Concentration of credit risk
The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.
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.
Income taxes
The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.
Revenue recognition
The Company recognizes revenues from sales of products when the items have shipped and title has transferred to the purchaser.
Accounts receivable
Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.
Inventory
Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).
Property and equipment
Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income.
Depreciation is computed on the straight-line and accelerated methods for financial reporting and income tax reporting purposes based upon the following estimated useful lives:
| Computer equipment | 3 years |
| Computer hardware | 5 years |
| Office furniture | 7 years |
Long-lived assets
The Company accounts for its long-lived assets in accordance with Accounting Standards Codification (“ASC”) Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. The Company determined that none of its long-term assets at June 30, 2014 were impaired
The Company's intangible assets consist of the costs of filing and acquiring various patents and trademarks. The trademarks are recorded at cost. The Company determined that the trademarks have an estimated useful life of approximately 11 years and will be reviewed annually for impairment. Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial statement purposes.
Stock-based compensation
The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.
The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date. The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant.
Stock-based compensation (continued)
The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on compensation under ASC Topic 505-50, In accordance with ASC 505-50, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Binomial or Black-Scholes option-pricing models, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
Loss per share
The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect.
Recent accounting pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.
Note 3 – Going concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of $800,658 and $3,209,354 for the three and six months ended June 30, 2014, respectively and has an accumulated deficit of $9,049,605.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
Note 4 - Inventory
Inventories consist of the following:
| | | June 30, | | December 31, |
| | | 2014 | | 2013 |
| Raw materials | | $ | 55,659 | | | $ | 43,851 | |
| Finished goods | | | 26,185 | | | | 76,352 | |
| | | $ | 81,844 | | | $ | 120,203 | |
NOTE 5 – FIXED ASSETS
Fixed assets consisted of the following:
| | | June 30, | | December 31, |
| | | 2014 | | 2013 |
| Computer equipment | | $ | 9,769 | | | $ | 9,769 | |
| Furniture and fixtures | | | 9,270 | | | | 9,270 | |
| Fixed assets, total | | | 19,039 | | | | 19,039 | |
| Less: accumulated depreciation | | | (8,096 | ) | | | (6,267 | ) |
| Fixed assets, net | | $ | 10,943 | | | $ | 12,772 | |
Depreciation expense for the three months ended June 30, 2014 and 2013 was $1,121 and $1,678, respectively.
NOTE 6 – LINE OF CREDIT – RELATED PARTY
On November 15, 2011, the Company executed a revolving credit line with a related party for up to $150,000. The related party was an entity that is owned and controlled by an officer of the Company.
On November 15, 2012, the lender agreed to increase the credit line up to $200,000, extend the maturity date to March 31, 2013 and to decrease the interest rate from 30% to 15% per annum. On April 1, 2013, the lender agreed to a further increase up to $300,000 and to extend the maturity date to December 31, 2013, which was subsequently extended to March 31, 2015. As of June 30, 2014, the Company has drawn down a total of $484,000 and repaid $253,500 leaving a principal balance owed of $230,500. As of June 30, 2014 and 2013, the Company recorded interest expense of $5,363 and $7,955, respectively.
NOTE 7 – NOTES PAYABLE
Notes payable consisted of the following as of
| | | June 30,
2014 | | December 31, 2013 |
| Debenture to an entity, unsecured, 0% interest, default interest at 18%, matured December 2013 | | $ | — | | | $ | 100,000 | |
| Debenture to an individual, unsecured, 12% interest, default interest at 24%, matured April 2013 | | | 125,000 | | | | 125,000 | |
| Debenture to an individual, unsecured, 12% interest, default interest at 24% matured July 2013 | | | 75,000 | | | | 75,000 | |
| Debenture to an individual, unsecured, 24% interest, default interest at 24% matured October 2013 | | | 110,000 | | | | 110,000 | |
| Debenture to an individual, unsecured, 12% interest, default interest at 24% matured September 2013 | | | 100,000 | | | | 100,000 | |
| Debenture to an individual, unsecured, 12% imputed interest, due on demand | | | 4,500 | | | | 4,500 | |
| Note payable to an entity, unsecured, 8% interest, maturing on March 5, 2015 | | | 150,000 | | | | — | |
| Convertible debenture to an entity, unsecured, 12% imputed interest, convertible at $2 per share, maturing May 2014 | | | 21,500 | | | | 17,500 | |
| Convertible debenture to an individual, unsecured, interest due in 5,000 shares of common stock fair valued at $14,000, matured October 2013 | | | 13,000 | | | | — | |
| | | | | | | | | |
| Debt discount | | | (62,037 | ) | | | (1,232 | ) |
| Total notes payable, net of discounts | | $ | 492,463 | | | $ | 443,768 | |
NOTE 8 – STOCKHOLDERS’ (DEFICIT)
The Company is authorized to issue up to 760,000,000 shares of $0.001 par value, common stock as a result of the Company’s 15.2 to 1 forward split effective as of January 16, 2013. All equity has been retroactively restated for the effects of the forward split.
During the three months ended June 30, 2014, the Company authorized the issuance of a total of 355,000 shares of common stock for services rendered and recorded compensation expense in the amount of $283,430 representing the fair value of the shares on the date of grant.
On May 22, 2014 the Company issued 50,000 shares of its common stock for cash proceeds of $45,000 or $0.90 per share.
NOTE 9 – RELATED PARTY TRANSACTIONS
Employment agreement with Chief Executive Officer
Effective January 1, 2014, the Company executed a five year employment agreement with its Chief Executive Officer, superseding all previous agreements. Pursuant to the agreement, the Company has agreed to pay the following cash and equity compensation over the five-year term of the agreement:
| Years Ended December 31, | | Annual Base Salary | | Equity Compensation |
| | 2014 | | | $ | 240,000 | | | 450,000 shares |
| | 2015 | | | | 300,000 | | | 500,000 shares |
| | 2016 | | | | 375,000 | | | 575,000 shares |
| | 2017 | | | | 450,000 | | | 700,000 shares |
| | 2018 | | | | 550,000 | | | 850,000 shares |
| | Total | | | $ | 1,915,000 | | | 3,075,000 shares |
In addition, the Company has agreed to grant has an automobile allowance of $18,000 per year. In the event, the Company does not make timely payments of salary; the interest is accrued on any unpaid portion at a rate of 10% per annum.
During the three months ended June 30, 2014, the Company recorded executive compensation totaling $60,000 and interest expense totaling $23,056.
Employment agreement with Chief Operating Officer
Effective January 1, 2014, the Company executed a five year employment agreement with its Chief Operating Officer, superseding all previous agreements. Pursuant to the agreement, the Company has agreed to pay the following cash and equity compensation over the five-year term of the agreement:
| Years Ended December 31, | | Annual Base Salary | | Equity Compensation |
| | 2014 | | | $ | 135,000 | | | 250,000 shares |
| | 2015 | | | | 150,000 | | | 275,000 shares |
| | 2016 | | | | 185,000 | | | 325,000 shares |
| | 2017 | | | | 225,000 | | | 450,000 shares |
| | 2018 | | | | 270,000 | | | 550,000 shares |
| | Total | | | $ | 965,000 | | | 1,850,000 shares |
In addition to the above compensation, the Company has agreed to a one-time grant of 250,000 shares as a signing bonus. Further, in the event, the Company does not make timely payments of salary; the interest is accrued on any unpaid portion at a rate of 10% per annum.
During the three months ended June 30, 2014, the Company recorded executive compensation totaling $33,750 and no interest expense.
Consulting agreement with Chief Financial Officer
Effective January 1, 2014 the Company extended its consulting agreement for services of the chief financial officer for an additional three-month term. In accordance with the agreement, the Company granted 30,000 shares of its common stock as full consideration for these services and has recorded compensation expense totaling $55,500 based on the fair market value on the date of grant. As of June 30, 2014, the shares are unissued. On April 1, 2014, the parties agreed to a subsequent term of three months and an additional issuance of 30,000 shares of common stock.
NOTE 10– COMMITMENTS AND CONTINGENCIES
On May 2, 2012, the Company executed a lease agreement for a period of 39 months with a monthly base rent of $750 plus estimated common area maintenance and HVAC charges of $1,230. The Company was required to pay a security deposit of $2,186.
The future minimum lease payments are as follows:
| | Years Ended December 31, | | | |
| | 2014 | | 23,760 | |
| | 2015 | | 13,860 | |
| | Total | $ | 37,620 | |
NOTE 11 – SUBSEQUENT EVENTS
None.
END OF NOTES TO FINANCIAL STATEMENTS
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION |
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Overview of Operations
Our flagship product “NOHO®” – The Hangover Defense® (“NOHO”) is a dietary supplement, taken before or during the consumption of alcohol that may help to prevent the symptoms associated with a hangover. NOHO was formulated by a Doctor of Pharmacy and comes in a 2 ounce “shot” that can be consumed on a stand-alone basis or as a mixer available in an 8.4 ounce can that can be consumed by itself or mixed with an alcoholic drink. It is recommended that the 2 ounce shot be taken as the first and last shot of the night, while the mixer can be consumed alone or mixed with subsequent drinks. NOHO has a refreshing flavor, containing no caffeine or stimulants. Although the method by which NOHO works has not been confirmed through clinical testing, field tests conducted throughout the country have demonstrated NOHO’s effectiveness. NOHO is intended to pre-plenish common electrolytes and trace elements lost by alcohol consumption.
RESULTS OF OPERATIONS
Revenues
Comparison of the three month period ended June 30, 2014 and 2013.
Total net revenue during the three months ended June 30, 2014 was $283,640 as compared to $100,355 for the three months ended June 30, 2013. Gross profit for the three months ended June 30, 2014 and 2013 was $132,035 and $44,411, respectively. Additionally, during the three months ended June 30, 2014, the cost of goods sold was $151,605 as compared to $55,944 for the three months ended June 30, 2013. The decrease in total net revenue for the three months ended June 30, 2014, as compared to three months ended June 30, 2013, was due to continuing efforts with regards to consumer education, as well as international expansion. This new focus took time away from domestic sales, but will allow us to grow our brand internationally.
Comparison of the six month period ended June 30, 2014 and 2013.
Total net revenue during the six months ended June 30, 2014 was $430,641 as compared to $277,978 for the six months ended June 30, 2013. Gross profit for the six months ended June 30, 2014 and 2013 was $204,267 and $(3,857), respectively. Additionally, during the six months ended June 30, 2014, the cost of goods sold was $226,374 as compared to $281,835 for the six months ended June 30, 2013.
Operating Expenses
Comparison of the three month period ended June 30, 2014 and 2013.
Operating expenses during the three months ended June 30, 2014 were $873,739, of which $40,000 was for consulting fees, $565,014 was for compensation expense, $135,574 was for general and administrative costs, $76,395 was for professional fees, $20,544 was for promotional and marketing, and the remaining $36,212 was related to selling expense. In comparison, operating expenses for the three months ended June 30, 2013 were $531,707. The increase in professional fees was due to increased legal and accounting work. Additionally, the increase in compensation expense and consulting fees was a result of issuance of equity compensation to company executives and other partners, this compensation is not cash compensation and was based on the stock price at time of issuance.
Comparison of the six month period ended June 30, 2014 and 2013.
Operating expenses during the six months ended June 30, 2014 were $3,301,324 of which $164,209 was for consulting fees, $2,642,059 was for compensation expense, $218,782 was for general and administrative costs, $119,528 was for professional fees, $38,344 was for promotional and marketing, and the remaining $118,402 was related to selling expense. In comparison, operating expenses for the six months ended June 30, 2013 were $972,312.
Net Loss
As a result of the foregoing, we reported a net loss attributable to common shareholders for the three months ended June 30, 2014 and 2013 of $800,658 and $539,727, respectively.
Our net loss for the six months ended June 30, 2014 was $3,209,354 as compared to $1,057,061 for the comparable six month period in 2013, an increase in net loss of $2,152,293 which is significantly related to our increase in compensation expense. As we achieve an increase to our existing market share, with an expected result of greater net revenues over the next twelve months, we expectantly would also anticipate a relative decrease in net loss as a direct result.
Plan of Operations
We intend to use our cash reserves to fund further marketing, manufacture, distribution and product development activities. We expect to receive a certain amount of additional funds, either through the sale of equity, obtaining debt financing or through sales of our products, but this is not assured and, otherwise, we do not currently have any alternative source of revenues.
In the event that additional financing is delayed or the Company does not generate enough revenues to meet its needs, the Company will scale down its operations. However, in that case, the marketing, development, manufacture and distribution of its products would be diminished, delayed, or even halted. In the event of an ongoing lack of financing, we may be obliged to discontinue operations, which will adversely affect the value of our common stock.
Liquidity and Capital Resources
The following table summarizes total current assets and total current liabilities at June 30, 2014 compared to December 31, 2013 (restated).
| | | Period Ended June 30, 2014 | | Year Ended December 31, 2013
(restated) |
| Total Current Assets | | $ | 298,303 | | | $ | 250,982 | |
| Total Liabilities | | $ | 748,480 | | | $ | 1,781,083 | |
| | | | | | | | | |
For the period ended June 30, 2014, the Company had total current assets of $298,303 which consists of cash of $NIL, accounts receivable of $216,459, non-cash prepaid expenses of $NIL, and inventory of $81,844. For the period ending June 30, 2014, the Company had total current liabilities of $2,748,480 which consists of accounts payable of $666,094, accrued compensation for related party of $996,572, accrued interest of $100,794, accrued interest payable to related parties of $nil, line of credit for related party of $233,492, notes payable of $492,463, and convertible notes payable of $259,065. This represents a working capital deficit of $2,450,177. Nevertheless, as of the date of filing this Report, the Company’s cash reserves are only adequate to fund operations for a limited period of time.
For the year ended December 31, 2013, the Company had total current assets of $250,982 which consists of cash of $18,804, accounts receivable of $50,392, prepaid expenses of $61,583 and inventory of $120,203. As of December 31, 2013, the Company had total current liabilities of $1,781,083 which consists of accounts payable of $272,253 accrued payroll of $803,236, notes payable of $189,500, line of credit to related party of $205,500, convertible notes payable net of discounts of $254,268, accrued interest payable of $46,312 and accrued interest payable to related parties of $10,014. This represents a working capital deficit of $1,530,101.
Growth of our operations will be based on our ability to internally finance from cash flow, raise equity and/or debt to increase sales and production. Our primary sources of liquidity are: (i) cash from sales of our products; and (ii) financing activities.
Cash Flows
| | Six Months Ended June 30, 2014 | Six Months Ended June 30, 2013 |
| Cash Flows from (used in) Operating Activities | $ 475,804 | $ (700,625) |
| Cash Flows from (used in) Investing Activities | $ - | $ - |
| Cash Flows from (used in) Financing Activities | $ 457,000 | $ 596,811 |
| | | |
Operating Activities
Net cash used by operating activities was $475,804 for the six months ended June 30, 2014, as compared to $(700,625) used in operating activities for the six months ended June 30, 2013. The increase in net cash used in operating activities was primarily due to an increase in contract labor and increases in professional fees, as a result of increased legal work and accounting work.
Financing activities and future financings
Net cash provided by financing activities for the six months ended June 30, 2014 was $457,000, as compared to $596,811 for the six months ended June 30, 2013. The increase of net cash provided by financing activities was mainly attributable to capital provided through private placements of the Company’s common stock and proceeds from notes payable of related party loans.
We will continue to rely on revenues generated from sales of products and equity sales of our common shares in order to continue to fund our expanding business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Cash Requirements
Our cash on hand as of June 30, 2014 was $NIL. The Company has incurred a net loss of $(2,992,899) for the six months period ended June 30, 2014 as compared to $(1,057,061) at June 30, 2013. While the Company has recognized revenues from operations, the revenues generated are not sufficient to sustain operations. The Company does have sufficient funds to acquire new business assets and maintain its existing operations at this time.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Off-Balance Sheet Arrangements
We did 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 is material to investors.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Critical Accounting Policies
Our 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 financial statements. A complete summary of these policies is included in note 1 of the notes to our financial statements contained herein. In general, management's estimates are based on historical experience, information from third party professionals, and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has evaluated all new accounting pronouncements that are in effect and believes that none will have a material impact on its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
| ITEM 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2014, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
Changes in Internal Control Over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
PART II—OTHER INFORMATION
Other than as previously reported on our annual report on Form 10-K/A for the year ended December 31, 2013, filed with the SEC on June 17, 2014 , we know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Quarterly Issuances:
On April 7, 2014, the Company issued 30,000 shares of restricted common stock to the Company’s CFO as compensation pursuant to the First Addendum, dated January 1, 2014, to the Employment Agreement originally dated September 24, 2013, for services rendered between January 1, 2014 and March 31, 2014. The Company issued an additional 30,000 shares of restricted common stock on April 7, 2014 to the Company’s CFO pursuant to the Second Addendum, dated April 1, 2014, for services rendered between April 1, 2014 and June 30, 2014.
On April 7, 2014, the Company issued 5,000 shares of restricted common stock as consideration of the extension of a promissory note.
On April 7, 2014, the Company issued 9,000 shares of restricted common stock for services rendered pursuant to that a Promotion and Consulting Agreement dated June 18, 2013.
On April 7, 2014, the Company issued 2,500 shares of restricted common stock pursuant to a Settlement and General Mutual Release dated February 6, 2014.
On April 7, 2014, the Company issued 6,000 shares of restricted common stock pursuant to an Independent Contractor Agreement dated January 13, 2014.
On May 22, 2014, the Company issued 50,000 shares of restricted common stock at a cost basis of $0.90 per share pursuant to a Private Placement Subscription Agreement dated April 27, 2014.
On May 29, 2014, the Company issued 20,000 shares of restricted common stock pursuant to an Independent Contractor Agreement dated February 24, 2014.
On June 18, 2014, the Company issued 16,000 shares of restricted common stock for services rendered pursuant to a Promotion and Consulting Agreement dated June 18, 2013.
On June 18, 2014, the Company issued 100,000 shares of restricted common stock pursuant to the Third Addendum to Subscription and Purchase Agreement dated February 28, 2014.
On June 18, 2014, the Company issued 100,000 shares of restricted common stock pursuant to that certain Marketing and Sale Agreement dated April 10, 2014.
On June 27, 2014, the Company issued 50,000 shares of restricted common stock pursuant to an Investor Relations and Funding Agreement dated June 20, 2014.
Subsequent Issuances:
On July 1, 2014, the Company authorized the issuance of 21,000 shares of restricted common stock as origination fees to three Lenders as consideration for entering into Convertible Promissory Note(s) dated July 1, 2014.
On July 1, 2014, the Company authorized the issuance of 15,000 shares of restricted common stock pursuant to a Consulting Agreement dated July 1, 2014.
On July 21, 2014 the Company issued 21,000 shares of restricted common stock, at a cost basis of $1.00 to three Lenders pursuant to the Conversion Notice(s) dated July 2, 2014 converting those certain Convertible Promissory Note(s) dated July 1, 2014.
| ITEM 3. | Defaults Upon Senior Securities |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
On April 23, 2014, NOHO Asia Ltd. entered into a Distribution Agreement with Telford International Company Limited (“Telford”) wherein Telford will act as the exclusive seller and distributor of NOHO products in the Honk Kong and Macau Special Administration Regions for a term of three years unless terminated pursuant to the Distribution Agreement.
Effective as of June 20, 2014, the Company entered into an Investor Relations and Funding Agreement with Belmont Acquisitions Corp. and their partner Pyrenees Investments, LLC (collectively referred to as “Belmont”), pursuant to which Belmont shall provide certain services to the Corporation including but not limited to investor relations services to support the Company’s goals of enhancing shareholder value, and assist the Company in the raising of $10,000,000 in either debt or equity financing.
Exhibit
Number | Description | Filed |
| 3.1 | Articles of Incorporation filed with the Wyoming Secretary of State on September 30, 2011. | Incorporated by reference as an Exhibit to the Form S-1 filed on December 15, 2011 |
| 3.1(a) | Amendment to Articles of Incorporation filed with the Wyoming Secretary of State on January 9, 2013. | Incorporated by reference as an Exhibit to the Form 8-K filed on March 28, 2013. |
| 3.1 (b) | Amendment to Articles of Incorporation filed with the Wyoming Secretary of State on January 9, 2013. | Incorporated by reference as an Exhibit to the Form 8-K filed on January 17, 2013. |
| 3.1(c) | Amendment to Articles of Incorporation filed with the Wyoming Secretary of State on December 31, 2012 | Incorporated by reference as an Exhibit to the Form 8-K filed on January 8, 2013. |
| 3.2 | Bylaws. | Incorporated by reference as an Exhibit to the Form S-1 filed on December 15, 2011 |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith. |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith. |
| 95.1 | Mine Safety Disclosures. | Filed herewith. |
| 101.INS* | XBRL Instance Document. | Filed herewith. |
| 101.SCH* | XBRL Taxonomy Extension Schema Document. | Filed herewith. |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | Filed herewith. |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | Filed herewith. |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | Filed herewith. |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | Filed herewith. |
*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | NOHO, INC. |
| | | |
| | | |
| Date: August 19, 2014 | By: | /s/ John Grdina |
| | | John Grdina |
| | | Its: President |
| | | (Principal Executive Officer and duly authorized signatory) |
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