ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Brace Shop, LLC started operations in June 2004 as a Florida LLC and operates as an online retailer of orthopedic braces, physical therapy and rehabilitation equipment. The Company distributes these products to the general public through its website http://www.braceshop.com Braceshop Real Estate Holdings, LLC, was formed as a Florida limited liability company on April 12, 2012 and is an affiliate of Brace Shop, LLC. Brace Shop, LLC and Braceshop Real Estate Holdings, LLC (“Brace Shop”) are under common control and Brace Shop Real Estate Holdings, LLC is considered a variable interest entity for the purpose of the consolidated financial statements. On November 25, 2015, Brace Shop LLC, a Florida limited liability company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Veriteq Corporation (“Veriteq”) whereby Veriteq agreed to acquire (the “Acquisition”), all of the issued and outstanding membership interests (the “Stock”) of Brace Shop. The acquisition of Brace Shop was completed on May 6, 2016 (“closing date”), at which time Brace Shop became a wholly owned subsidiary of Veriteq. The combined companies is hereafter referred to as “the Company.” The reverse acquisition is being accounted for as a recapitalization of Brace Shop. Brace Shop is deemed to be the acquirer in the reverse acquisition. Consequently, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements prior to the reverse acquisition are those of Brace Shop and are recorded at the historical cost basis of Brace Shop, and the consolidated financial statements after completion of the reverse acquisition include the assets and liabilities of Brace Shop at historical cost, the assets and liabilities of VeriTeQ Corporation at historical cost, the historical operations of Brace Shop and the operations of VeriTeQ Corporation from the Closing Date of the reverse acquisition. On the closing date the Company assumed $13,828,808 of net liabilities and was deemed to have issued 39 Series E preferred shares and 965,635 common shares to the shareholders of Veriteq. In addition, the Company assumed options for 123,500,000 shares of common stock and assumed warrants which are treated as liabilities included in the $13,828,808 of net liabilities above (see note 14, Warrants Deemed as Liabilities). Pursuant to the terms of the Purchase Agreement, Veriteq paid (i) $250,000 in cash to Mrs. Lynne Shapiro, the sole member of Brace Shop, (ii) 849 shares of its newly designated Series E Convertible Preferred Stock (“Series E Preferred Stock”), which is convertible into 84.9% of the issued and outstanding shares of the Company’s common stock on a fully diluted basis, and has voting rights on an as converted basis and (iii) a goldenshare in the form of a 5-year warrant (the “Goldenshare”), exercisable at $0.00001 per share with a cashless exercise provision for that number of shares of common stock required to insure that the Series E Preferred Stock issued as part of the purchase price to Mrs. Lynne Shapiro is convertible into 84.9% of the issued and outstanding shares of the Company’s common stock, on a fully diluted basis. At the closing of the transaction, the former CEO of Veriteq received 39 shares of the Series E Preferred Stock convertible into 3.9% of the issued and outstanding Common Stock on a fully-diluted basis. The shares of Series E Preferred Stock and the Goldenshare shall not be convertible until the six (6) month anniversary of the closing of the transaction. Further, once a majority of the outstanding Series E Preferred Stock has been converted into common stock, then any other Series E Preferred Stock then outstanding shall automatically be deemed converted into common stock on the fifth business day following the date that a majority of the outstanding Series E Preferred Stock is converted into common stock. The following table presents the liabilities and redeemable preferred stock assumed in the reverse acquisition: Accounts payable $ 696,376 Accrued expenses 808,474 Interest payable 1,047,115 Liability for Conversion Option 3,841,921 Notes payable, net of discounts 4,309,333 Warrant liability 1,439,130 Subordinated note, at fair value 249,495 Series D Preferred Stock 1,400,000 Other 36,964 $ 13,828,808 On May 6, 2016 as part of the recapitalization the Company applied paragraph 505-10-S99-3 of the FASB Accounting Standards Codification (Topic 4B of the Staff Accounting Bulletins (“SAB”) (“SAB Topic 4B”) issued by the US Securities Exchange Commission (the “SEC”), by reclassifying the accumulated member’s deficit of, Brace Shop, LLC, of $2,575,902 to additional paid-in-capital. The Purchase Agreement contemplates that all interest, principal and any other required payments on all debt instruments of the Veriteq that are outstanding as of the date of the Purchase Agreement (but excluding the Acquisition Notes) shall only be paid through the issuance of shares of common stock. All options, warrants, shares of preferred stock and other securities of the Company outstanding as of the date of the Purchase Agreement are to remain in place on the terms set forth in each of such securities, except that all options, warrants and shares of preferred stock are to be converted into common stock within six months of the date of closing of the Acquisition. Basis of Presentation Interim Financial Statements The accompanying unaudited consolidated financial statements and condensed notes thereto should be read in conjunction with the audited consolidated financial statements of Brace Shop, LLC included in the Company’s Current Report on Form 8-K for the fiscal years ended December 31, 2015 and 2014 which was filed on May 11, 2016. These interim financial statements have been prepared in accordance the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”) and therefore omit or condense certain footnotes and other information normally included in interim financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of the condensed interim financial statements have been made. Results of operations reported for interim periods may not be indicative of the results for the entire year. Principles of Consolidation The unaudited consolidated financial statements include the accounts of the Veriteq Corp. and its two subsidiary’s Brace Shop, LLC and Braceshop Real Estate Holdings, LLC. In the preparation of unaudited consolidated financial statements of the Company, intercompany transactions and balances are eliminated. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). Summary of Significant Accounting Policies Use of Estimates In preparing the unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited consolidated financial statements and revenues and expenses during the reporting period. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for doubtful accounts, inventory valuation, useful life of property and equipment, valuation of long lived assets, sales returns reserves, fair value of guarantees, assumptions used in valuation models used in estimating the fair values of certain promissory notes, warrants, embedded conversion options, stock-based compensation and determining valuation allowance for deferred assets. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. As of September 30, 2016 the Company did not have any balances that exceeded the federally insured limits. Accounts Receivable The Company extends thirty-day credit terms to certain customers based on credit worthiness of medical supply companies, hospitals, military, government institutions and schools. Management reviews any account receivable balances over thirty days. Account balances that are deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. The accounts receivable balance is comprised mostly of internet sales due to merchant account timing differences. During the nine months ended September 30, 2016 and 2015, the Company recognized $0 of expenses related to uncollectible accounts receivable and management has determined that an allowance was not necessary at September 30, 2016 and December 31, 2015. Inventories Inventories, consisting of finished goods are stated at the lower of cost and net realizable value utilizing the first-in, first-out method. Property and Equipment and Building and Building Improvements Property and equipment and building and building improvements are carried at cost. The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. Building improvements are amortized on a straight-line basis over the building depreciable period. Internal Use Software Costs incurred to develop internal-use software during the preliminary project stage are expensed as incurred. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of five years of the internal-use software development costs and related upgrades and enhancements. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use. Impairment of Long-Lived Assets Long-Lived Assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets” Loan Costs In 2012 the Company incurred loan costs associated with mortgage notes payable. The Company has early adopted ASU 2015-3 “Interest – Imputation of Interest” - Simplifying the Presentation of Debt Issuance Costs. The loan costs are recorded as a debt discount and amortized to interest expense over the terms of the mortgage notes payable. Sales Returns Reserve The Company extends a thirty-day return policy period from the date of purchase. Returns have a 15% restocking fee for refunds. The restocking fee is waived for exchanges. The Company maintains a sales returns reserve liability account based on its estimate of future returns. Warranty The Company’s manufacturers provide the highest quality products available. If there is a defect in a product related to materials or workmanship the Company extends the manufacturer’s warranty to its customers. Therefore no warranty liability is recorded. Revenue Recognition The Company follows the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials. The Company records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectibility is reasonably assured. The Company derives revenue from online orders from customers and direct sales via purchase orders to a variety of industries and enterprises including healthcare professionals, hospitals and clinics, government institutions, and school sports teams. The Company recognizes revenue upon shipment of its products. Cost of Retail Sales Cost of retail sales includes cost of finished good products and shipping in and out costs. There was no depreciation expense that was allocable to cost of retail sales. Marketing and Promotion Marketing and promotion is expensed as incurred. Marketing and promotion expenses for the nine months ended September 30, 2016 and 2015 were $926,733 and $1,008,164, respectively. Shipping Costs Shipping costs are included in cost of retail sales and totaled $572,602 and $567,949 for the nine months September 30, 2016 and 2015, respectively. Derivative Financial Instruments The Company accounts for notes payable that are convertible into shares of the Company’s common stock and warrants issued in conjunction with the issuance of such notes in accordance with the guidance contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging Distinguishing Liabilities From Equity Stock-Based Compensation Stock-based compensation awards to employees are measured at fair value on the grant date and compensation cost is recognized on a straight line basis over the requisite service period of each award. Stock-based compensation awards to nonemployees are measured and expensed at fair value at the date services are rendered. Loss per Common Share Basic loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. The following stock options and warrants and shares issuable upon conversion of convertible notes payable outstanding at September 30, 2016 and 2015 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive: September 30, September 30, 2016 2015 Stock options 123,500,000 - Warrants 91,054,552 - Shares issuable upon conversion of Series D preferred stock 27,988,804 - Shares issuable upon conversion of convertible notes payable 237,990,962 - Shares issuable upon conversion of subordinated note 20,257,095 - Shares issuable upon conversion of Series E preferred stock 1,383,715,403 Shares issuable to a consultant 665,309 - 1,885,172,125 - Income Taxes Prior to May 6, 2016 Brace Shop, LLC and Braceshop Real Estate Holdings, LLC were single member Limited Liability Companies (LLC) and as such were disregarded entities for federal income tax purposes. Accordingly, all income was reported on the member’s personal income tax return and no provisions for income taxes were reported in the Brace Shop, LLC’s consolidated financial statements. Starting on May 6, 2016, income taxes are accounted for under the asset and liability method as prescribed by ASC Topic 740: Income Taxes (“ASC 740”), except for Braceshop Real Estate Holdings, LLC which as a VIE remains owned by an individual member and therefore as a disregarded entity is taxed on the member’s personal income tax return. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance, when in the Company's opinion it is likely that some portion or the entire deferred tax asset will not be realized. Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The adoption had no effect on the Company’s consolidated financial statements. Concentrations of Major Customer and Major Vendors Brace Shop, LLC holds a United States Government GSA VA government contract. Revenues from this contract are approximately 1.71% and 1.59% of total revenues in for the nine months ended September 30, 2016 and 2015, respectively. The loss of this contract or any other government contract or institutional supply contract could have an effect on our sales. If the Brace Shop failed to maintain the proper reporting or management of the VA contract, this could result in a loss of business. As of September 30, 2016 100% of accounts receivable was due from one customer. As of December 31, 2015 approximately 83% of accounts receivable was due from one merchant bank related to the processing of on-line orders. As of September 30, 2016, three vendors accounted for 39% of accounts payable. As of December 31, 2015, three vendors accounted for 38% of accounts payable. The Brace Shop, LLC has a concentration of major vendors. During the nine months ended September 30, 2016, two vendors accounted for 49% of cost of retail sales as follows; 25% and 24%. The Brace Shop, LLC has a concentration of major vendors. During the nine months ended September 30, 2015, two vendors accounted for 45% of cost of retail sales as follows; 21% and 24%. The Company had foreign sales totaling $230,887 or 5% of total revenue of $5,014,251 for the nine months ended September 30, 2016. For the nine months ended September 30, 2015 the Company had foreign sales totaling $321,078 or 6.5% of total revenue of $5,228,835. Segment Reporting Per review of ASC Topic 280, “Segment Reporting” it has been determined that the Company operates in one segment. Braceshop Real Estate Holdings, LLC and Brace Shop have a Variable Interest Entity (VIE) relationship, however the revenue stream related to the VIE is eliminated in consolidation. Related Parties Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party. Recent Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”). There have been no new relevant pronouncements since those disclosed in the December 31, 2015 Consolidated Financial Statements. |