The financial statements and supplementary data of the Company required by this Item are described below in this Annual report on Form 10-K and are presented in the following order:
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Beyond Commerce, Inc. (the “Company”, “we” and “our”), has a planned business objective to develop, acquire, and deploy disruptive strategic software technology and market-changing business models through selling our own products and the acquisitions of existing companies. The Company currently owns and operates a data company and is actively seeking acquisition opportunities in high growth sectors such as psychedelics, cryptocurrency, ESports and Logistics among others.
Basis of Presentation
The consolidated financial statements and the notes thereto for the years ended December 31, 2022 and 2021 included herein included herein include the accounts of the Company, its wholly-owned subsidiary Service 800 Inc., and Customer Centered Strategies, LLC (“CCS”), which the Company has an 80% investment interest.
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. All significant intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
NOTE 2 - ACCOUNTING POLICIES
Use of Estimates
The preparation of consolidated financial statements and accompanying notes in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Estimates are used in the determination of depreciation and amortization and the valuation for non-cash issuances of equity instruments, income taxes, and contingencies, among others. Actual results could differ materially from these estimates.
Cash and Cash Equivalents
The Company classifies as cash and cash equivalents amounts on deposit in banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. The Company’s cash management system is currently integrated within several banking institutions.
Fair Value of Financial Instruments
The carrying value of the current assets and liabilities approximate fair value due to their relatively short maturities.
Fair Value Measurements
Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.
The Company applies the fair value hierarchy as established by GAAP. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value as follows.
• Level 1 – quoted prices in active markets for identical assets or liabilities.
• Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.
• Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.
Below is a summary of liabilities carried at fair value on a recurring basis:
| | December 31, 2022 Fair Value Measurements | |
| | Level 1 | | Level 2 | | | Level 3 | | | Total Fair Value | |
Liabilities | | | | | | | | | | | |
Derivative Liabilities | | $ | | $ | - | | | $ | 611,625 | | | $ | 611,625 | |
Total | | $ | | $ | - | | | $ | 611,625 | | | $ | 611,625 | |
| | December 31, 2021 Fair Value Measurements | |
| | Level 1 | | Level 2 | | | Level 3 | | | Total Fair Value | |
Liabilities | | | | | | | | | | | |
Derivative Liabilities | | $ | | $ | - | | | $ | 532,384 | | | $ | 532,384 | |
Total | | $ | | $ | - | | | $ | 532,384 | | | $ | 632,384 | |
Below is the summary of changes in Level 3 liabilities:
Derivative liability as of December 30, 2021 | | $ | 532,384 | |
Change in derivative liability during the period | | | 79,241 | |
Balance at December 31, 2022 | | $ | 611,625 | |
Management considers all of its derivative liabilities to be Level 3 liabilities.
Revenue Recognition
The Company recognizes revenue in accordance with FASB ASC Subtopic 606-10, Revenue Recognition. We recognize revenue as we transfer control of deliverables (products, solutions and services) to our customers in an amount reflecting the consideration to which we expect to be entitled. To recognize revenue, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. We account for a contract based on the terms and conditions the parties agree to, the contract has commercial substance and collectability of consideration is probable. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience.
The majority of the Company’s revenue is generated by the completion of a survey. Revenue is recognized and customers are billed at the point in time a survey occurs or when a related service is complete. The Company may require a deposit from new customers for set up costs or as down payments. These amounts are not significant to the financial statements.
Accounts receivable
The Company’s accounts receivable arise primarily from the sale of the Company’s products. On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. With most of our retail and distribution partners, invoices will typically be due in 30 or 45 days. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted. For the years ended December 31, 2022 and 2021 the Company has not provided any sales allowance nor any allowance for doubtful accounts.
Property and Equipment
Property and equipment are carried at cost, and are being depreciated using the straight-line over the estimated useful lives as follows:
Equipment, Furniture and fixtures | 5-7 years |
Software | 16-60 months |
When retired or otherwise disposed, the carrying value and accumulated depreciation of the property and equipment is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities.
Valuation of Derivative Instruments
ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts, and recognizes a net gain or loss on debt extinguishment.
Management used the following inputs to value the Derivative Liabilities for the years ended December 31, 2022 and 2021, respectively:
| 2022 Derivative Liability | | 2021 Derivative Liability |
Expected term | 1 year | | 1 year |
Exercise price | $0.00008 | | $0.00012 - $0.0014 |
Expected volatility | 320% | | 198% - 288% |
Expected dividends | None | | None |
Risk-free rate | 4.73% | | 0.07 % to 0.39% |
Intangible Assets
Intangible assets with a finite life consist of Technology/Intellectual Property; Customer Base; Tradename/Trademarks; Assembled Workforce; Non-Compete Agreements and Customer Relationships are carried at cost less accumulated amortization. The Company amortizes the cost of identified intangible assets on a straight-line basis over the expected period of benefit, which is generally three years for customer relationships and the contractual term for covenants not to compete, which range from five to ten years. No impairment was taken in 2022 or 2021.
Goodwill
Goodwill is recognized and initially measured as any excess of the acquisition-date consideration transferred in a business combination over the acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill. Impairment testing is performed at the reporting unit level. A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The goodwill impairment analysis is a single-step quantitative assessment that identifies both the existence of impairment and the amount of impairment loss by comparing the estimated fair value of a reporting unit to its carrying value, with any excess carrying value over the fair value being recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. The Company performs its annual goodwill impairment test as of December 31st of each year or when indicators exist, and has identified one reporting unit that currently carries a goodwill balance. No impairment was taken in 2022 or 2021.
Impairment of Long-lived Assets
The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35-21, Accounting for the Impairment 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 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 values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable. During 2021 the Company recognized impairment of the Customer Centered Strategies, LLC subsidiary customer relationships of $273,284. No impairment was taken in 2022.
Leases
The Company accounts for leases in accordance with the provisions of ASC 842, Leases. This standard requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease.
In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. The Company has an operating lease for the Company’s subsidiary Service 800 corporate office. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and noncurrent, on the consolidated balance sheet. Lease liabilities are initially recorded at the present value of the lease payments by discounting the lease payments by the Incremental Borrowing Rate and then recording accretion over the lease term using the effective interest method. Operating lease classification results in a straight-line expense recognition pattern over the lease term and recognized lease expense as a single expense component, which results in amortization of the ROU asset that equals the difference between lease expense and interest expense. Operating lease expense is included in selling, general and administrative expense, based on the use of the leased asset, on the consolidated statement of income. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are not material; the Company recognizes lease expense for these leases on a straight-line basis over the remaining lease term.
Income Taxes
The Company accounts for income taxes under ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income of the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some or all of the deferred tax assets may not be realized.
The Company follows the guidance of ASC 740-10-25 in determining whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company had no material adjustments to its liabilities for unrecognized income tax benefits.
Stock Based Compensation
During the year ending December 31, 2022, the Company issued 133,902,874 shares of common stock to an officer and director and recorded stock based compensation in the amount of $53,561. No stock based compensation was recorded in 2021.
During the year ending December 31, 2021, the Company issued 18 shares of Preferred Stock Series B to two officers. The value of the share issuance was zero based upon an independent valuation of the transaction.
Recent Accounting Pronouncements
Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements. The Company has taken the position that any future standards will not be disclosed to the extent they are not material to our operations.
NOTE 3 - GOING CONCERN
The Company’s financial statements are prepared using GAAP, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because of recent events, the Company cannot state with certainty of its ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The Company has suffered losses from operations and has a working capital deficit, and negative cash flows from operations which raise substantial doubt about its ability to continue as a going concern. As of December 31, 2022, the accumulated deficit was $70,188,859 and the negative working capital was $5,617,613. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in attempting to raise capital from additional debt and equity financing. Due to its nominal revenues, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue, including through the acquisition of Service 800 and CCS or through a merger transaction with a well-capitalized entity. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. If we are unable to obtain additional funds, or if the funds cannot be obtained on terms favorable to us, we will be required to delay, scale back or eliminate our plans to continue to develop and expand our operations or in the extreme situation, cease operations altogether.
NOTE 4 - PROPERTY, SOFTWARE AND COMPUTER EQUIPMENT
Property and equipment at December 31, 2022 and 2021 consisted of the following:
| | 2022 | | | 2021 | |
Office and computer equipment | | $ | 25,003 | | | $ | 25,003 | |
Furniture and fixtures | | | 17,888 | | | | 17,888 | |
Software | | | 20,822 | | | | 20,822 | |
Total property, software and computer equipment | | | 63,713 | | | | 63,713 | |
Less: accumulated depreciation | | | (54,998 | ) | | | (39,733 | ) |
| | $ | 8,715 | | | $ | 23,980 | |
Depreciation expense for the years ended December 31, 2022 and 2021 was $ 15,265.
NOTE 5 – INVESTMENTS
On November 23, 2021, the Company entered into a simple agreement for future equity (the “SAFE”) with Cityfreighter, Inc. (“Cityfreighter”), pursuant to which the Company invested $250,000 (the “Purchase Amount”). Cityfreighter is a California based developer of electric low-floor trucks for the last mile delivery industry. Beyond Commerce received customary representations and warranties from Cityfreighter. The SAFE provides the Company with the right to either (a) future equity in Cityfreighter when it completes an Equity Financing (as defined below), or (b) future equity in Cityfreighter or cash proceeds if there is a liquidity or dissolution event.
On December 2, 2021 the Company executed a binding Letter of Intent (“LOI”) with Elettricars (of Italy) to attain the exclusive U.S. rights to its low-speed electric vehicle (“LSEV”). Elettricars is focused on manufacturing and commercializing a low-speed electric vehicle (“LSEV”), a 4-wheeled motor vehicle, not an ATV, with a top speed of 25 mph and weighs less than 3,000 lbs. The Company paid Elettricars an initial payment in the amount of $50,000 in connection with the execution of a Definitive Agreement, which was being held in escrow. During the first quarter the parties determined not to proceed with the transaction and the $50,000 in escrow was returned to the Company.
On April 8, 2022, the Company executed a binding Letter of Intent (“LOI”) with Electric Built, Inc., headquartered in Inglewood, California. The acquisition will provide the Company exclusive access to Electric Built’s commercial business know-how, intellectual property, and business relationships and operations in electric vehicle fleet service. The Company paid Electric Built an initial payment in the amount of $50,000 in shares of restricted common stock of Beyond Commerce in connection with the execution of a Definitive Agreement, which shares are being held in escrow. If the closing has not occurred prior to the termination date in the Definitive Agreement, Electric Built shall release such shares and return the shares to the Company.
The Company and Electric Built entered into a Stock Purchase Agreement (the “SPA”) dated as of June 27, 2022, setting forth the definitive terms and condition for the Transaction, whereby the Company would acquire, for a balance of $950,000 in the form of shares of the Company’s common stock, all equity of Electric Built. Pursuant to the SPA, the SPA is subject to termination if due diligence review and required conditions for closing have not been satisfied by September 20, 2022 (the “Termination Date”).
On September 14, 2022, the Company and Electric Built entered into a First Amendment to the SPA (the “Amendment”), whereby the Termination Date was extended until October 31, 2022, and then, on October 24, 2022, Electric Built requested that the October 2022 Termination Date be extended (the “Extension”), to accommodate Electric Built’s need to relocate its operations, among other reasons. The Company has accepted such request and the SPA, as amended by the Amendment, is subject to the Extension.
NOTE 6 - INTANGIBLE ASSETS
Intangible Assets of the Company at December 31, 2022 and 2021 are summarized as follows:
| | December 31, 2022 | | | | |
| | Cost | | | Accumulated | | | Impairment of | | | Net | |
| | | | | Amortization | | | Asset | | | | |
| | | | | | | | | | | | |
Tradename-Trademarks | | $ | 547,300 | | | $ | (209,800 | ) | | $ | - | | | $ | 337,500 | |
Assembled Workforce | | | 405,546 | | | | (155,461 | ) | | | - | | | | 250,085 | |
IP/Technology | | | 176,000 | | | | (134,933 | ) | | | - | | | | 41,067 | |
Customer Base | | | 1,613,538 | | | | (657,814 | ) | | | - | | | | 955,724 | |
Non-Competition agreements | | | 226,100 | | | | (226,100 | ) | | | - | | | | - | |
Customer Relationships - CCS | | | 264,715 | | | | (189,578 | ) | | | - | | | | 75,137 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 3,233,199 | | | $ | (1,573,686 | ) | | $ | - | | | $ | 1,659,513 | |
| | December 31, 2021 | | | | |
| | Cost | | | Accumulated | | | Impairment of | | | Net | |
| | | | | Amortization | | | Asset | | | | |
| | | | | | | | | | | | |
Tradename-Trademarks | | $ | 547,300 | | | $ | (155,068 | ) | | $ | - | | | $ | 392,232 | |
Assembled Workforce | | | 405,546 | | | | (114,905 | ) | | | - | | | | 290,641 | |
IP/Technology | | | 176,000 | | | | (99,733 | ) | | | - | | | | 76,267 | |
Customer Base | | | 1,613,538 | | | | (496,462 | ) | | | - | | | | 1,117,076 | |
Non-Competition agreements | | | 226,100 | | | | (226,100 | ) | | | - | | | | - | |
Customer Relationships - CCS | | | 537,998 | | | | (153,714 | ) | | | (273,284 | ) | | | 111,000 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 3,506,482 | | | $ | (1,245,982 | ) | | $ | (273,284 | ) | | $ | 1,987,216 | |
Amortization expense for the year ended December 31, 2022 was $327,703 compared to $396,958 for the year ended December 31, 2021. The Company recognized an impairment expense of $0 and $273,284 for the years ended December 31, 2022 and 2021, respectively, of its intangible assets.
As of December 31, 2022, future amortization expense is expected to be:
Fiscal years ended December 31, | | Amortization | |
| | | |
2023 | | | 314,138 | |
2024 | | | 284,805 | |
2025 | | | 278,938 | |
2026 | | | 278,938 | |
2027 | | | 278,938 | |
Thereafter | | | 223,756 | |
Total | | $ | 1,659,513 | |
Goodwill
The carrying value of Goodwill for the years ended 2022 and 2021 was $1,299,144. The Company performs its annual goodwill impairment test as of December 31st of each year or when indicators exist, and has identified one reporting unit that currently carries a goodwill balance. No impairment was taken in 2022 or 2021.
NOTE 7 - SHORT AND LONG TERM BORROWINGS
Short-term and Long-term borrowings, consist of the following: | | December 31, | | | December 31, | |
Short term debt; | | 2022 | | | 2021 | |
| | | | | | |
Convertible Promissory Notes, bearing an annual interest rate of 24% secured, past due | | $ | 112,259 | | | $ | 112,259 | |
Short-Term Note - Jean Mork Bredeson cash deficit holdback, 15%, past due | | | 210,000 | | | | 210,000 | |
Short-Term Note - Jean Mork Bredeson purchase allocation, 15%, past due | | | 1,409,169 | | | | 1,409,169 | |
Convertible promissory note, related party, interest rate 2.0% | | | 1,350,000 | | | | 1,500,000 | |
Note payable – Discover Growth Fund, 20% OID, prime rate, due 04/01/2023 | | | 1,200,000 | | | | - | |
| | | | | | | | |
Total short-term debt | | | 4,281,428 | | | | 3,231,428 | |
| | | | | | | | |
Long term debt; | | | | | | | | |
| | | | | | | | |
Promissory Note - Jean Mork Bredeson, interest rate 5.5%, due 2/28/2022, past due | | | 2,100,000 | | | | 2,100,000 | |
Funding from SBA Program, annual interest of 3.75%, due 03/30/2051 | | | 150,000 | | | | 150,000 | |
Senior Secured Redeemable Debenture, bearing an annual interest rate of 16%, due 12/31/2021, past due | | | 826,547 | | | | 826,547 | |
Total short-term and long-term borrowings, before debt discount | | | 7,357,975 | | | | 6,307,975 | |
Less debt discount – Note payable – Discover Growth Fund | | | (50,000 | ) | | | (17,719 | ) |
Total short-term and long-term borrowings, net | | $ | 7,307,975 | | | $ | 6,290,256 | |
Short-term and Long-term borrowings, consist of the following: | | | | | | |
Short-term borrowings - net of discount | | $ | 4,231,428 | | | $ | 3,231,428 | |
Long-term borrowings - net of discount | | | 3,076,547 | | | | 3,058,828 | |
Total short-term and long-term borrowings - net of discount | | $ | 7,307,975 | | | $ | 6,290,256 | |
On November 27, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated November 27, 2018, in the amount of $250,000. The lender was Auctus Fund LLC. The notes have a maturity of August 27, 2019 and interest rate of 12% per annum and are convertible at a price of 60% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty-five (25) trading days immediately prior to conversion. Additionally, if the stock price falls below par value, additional shares will be issued at the lower conversion rate so that stocks continue to be issued at par value. The note may be prepaid but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company is currently negotiating an extension with the noteholder as it is currently past due. As a result of a default provision, the interest rate has increased to 24% and additional principal was added in the amount of $15,000. As of December 31, 2022 and 2021, the outstanding balance with accrued interest was $172,077 and $145,135, respectively.
On December 31, 2019, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with TCA Special Situations Credit Strategies ICAV, an Irish collective asset vehicle (the “Buyer” or “TCA ICAV”), and TCA Beyond Commerce, LLC, a Wyoming limited liability company (“TCA Beyond Commerce”), pursuant to which the Buyer purchased from the Company a senior secured redeemable debenture having an initial principal amount of $900,000 and an interest rate of 16% per annum (the “Initial Debenture”).
The Initial Debenture, and any future debentures that may be purchased by Buyer pursuant to the Securities Purchase Agreement (the “Additional Debentures”), is secured through an unconditional and continuing security interest in all of the assets and properties, including after acquired assets, of the Company and each of its subsidiaries, which are acting as guarantors with respect to the Company’s obligations under the Initial Debenture and any Additional Debentures, pursuant to that certain Security Agreement, dated December 31, 2019, entered into by the Company and TCA Beyond Commerce in favor of the Buyer (the “Security Agreement”). In addition, Geordan Pursglove, the Company’s CEO, delivered a personal guarantee with respect to the Company’s obligations under the Securities Purchase Agreement. The maturity date on this security is December 31, 2021. During the year ended December 31, 2020 the Company paid $73,453 to reduce the loan balance.
In May 2020, the SEC appointed a Receiver to close down the TCA Global Master Fund, L.P. over allegations of accounting fraud. The amount recorded by the Company as being owed to TCA was based on TCA’s application of prior payments made by the Company. The Company believes that prior payments of principal and interest may have been applied to unenforceable investment banking and other fees and charges. It is the Company’s position that the amount owed to TCA is less than the amount set forth above.
Effective February 28, 2019 as a component of the closing of the business combination between Beyond Commerce, Inc. and Service 800, Jean Mork Bredeson, Founder and President of Service 800, the Company issued a $2,100,000 three-year 5.5% promissory note to Ms. Bredeson. Interest only payments are required during the first year of the note. The $2,100,000 promissory note is personally guaranteed by the estate of George Pursglove whose executor is Geordan Pursglove, the Company’s President and CEO.
As a component of the Service 800 transaction, in lieu of the entire cash payment of $2,100,000 being made to Ms. Bredeson, a $210,000 amount was to be withheld until May 30, 2019 and continues to be outstanding. This note does not carry any interest obligations. Also, as all cash and accounts receivables at the effective date of the closing were to be retained by Ms. Bredeson, this allocation of cash is to be distributed quarterly on a non interest basis as true-ups are derived, which amounted to $1,409,169 as of December 31, 2022 and December 31 2021. Although holdbacks did not initially include interest obligations, we agreed to begin accruing interest at 15% in October 2019. The amount of accrued interest relating to the $1,409,169 was $748,288 and $536,912 as of December 31, 2022 and 2021, respectively.
On March 30, 2021 the Company through its Service 800 Inc. subsidiary, received $150,000 in funding in conjunction with a promissory note under the SBA Loan Program. Borrower will be obligated to repay to the Bank the total outstanding balance remaining due under the Loan, including principal and interest. This loan is a 30-year term note, bearing 3.75% interest due March 30, 2051. Installment payments, including principal and interest, of $731 monthly, will begin September 1, 2023. The amount of accrued interest payable for the SBA Loan was $9,844 and $4,219 as of December 31, 2022 and 2021, respectively.
On July 19, 2021, the Company issued a convertible promissory note (the “Note”) in favor of Geordan G. Pursglove, the Company’s Chairman and Chief Executive Officer, in the principal amount of $1,500,000, in satisfaction of Mr. Pursglove’s accrued salary owing of $1,239,800 and recognized a $260,200 loss on extinguishment of debt. The Note accrues interest at 2% per annum, with the principal and interest payments due in twelve equal monthly installments. At the holder’s election, the Note is convertible into shares of the Company’s common stock, at a price per share equal to 100% of the average closing price of the Company’s common stock for the five trading days immediately preceding the date of such conversion (the “Conversion Price”). The cash maturity date is July 19, 2022. There was a conversion of $150,000 during the first quarter of 2022, and the Company issued 375,000,000 shares of common stock at the quoted stock price at the date of conversion of $0.0004 per shares. The amount of accrued interest payable on the $1,350,000 note payable was $40,285 and $13,000 as of December 31, 2022 and 2021, respectively.
On April 1, 2022, the Company entered into a promissory note (the “Note”) in favor of Discover Growth Fund, LLC (the “Discover”), in the aggregate principal amount of $1,200,000 for which the Company received $1,000,000 in cash, reflecting an original issuance discount of 20%, with repayment to be made not later than April 1, 2023. Pursuant to the Note, at any time and from time to time Discover may, in its sole discretion, subject to certain ownership limitations, convert all or any portion of the then outstanding balance of the Note into shares of the common stock of the Company at a price per share equal to the closing bid price on March 31, 2022 of $ 0.0003. The Company recorded a debt discount of $200,000 for the original issue discount amortizable over the succeeding twelve months in accordance with ASC 835-30-45. Interest expense of $150,000 was recorded for the year ended December 31, 2022.
NOTE 8 - COMMON STOCK, WARRANTS AND PAID IN CAPITAL
Common Stock
As of December 31, 2022, our authorized capital stock consisted of 30,000,000,000 shares of common stock, par value $0.001 per share.
During the 12 months ended, December 31, 2022, the Company issued 375,000,000 shares valued at $150,000 at a price per share of $ 0.0004 for the conversion of certain debt and accrued interest into shares of our stock and extinguishment of debt. Additionally, the Company issued 2,334,170,000 shares valued at $ 2,334,170 at a price per share of $ 0.001 for the conversion of Series C Preferred Stock and issued 133,902,874 shares valued at $53,561 at a price per share of $ 0.0004 as part of the Company’s employment agreement with the Chief Financial Officer.
On April 8, 2022, the Company executed a binding Letter of Intent (“LOI”) with Electric Built, Inc. The Company paid Electric Built an initial payment in the amount of 166,666,667 shares of restricted common stock at a value of $50,000 at a price per share of $0.0003 in connection with the execution of a Definitive Agreement, which is being held in escrow. The Company and Electric Built entered into a Stock Purchase Agreement (the “SPA”) dated as of June 27, 2022. Pursuant to the SPA, the SPA is subject to termination if due diligence review and required conditions for closing have not been satisfied by September 20, 2022. On September 14 ,2022, the Company entered into a First Amendment to the SPA, whereby the termination date was extended until October 31, 2022. If the closing has not occurred prior to the termination date in the SPA, Electric Built shall release such shares and return to the Company.
The Company and Electric Built entered into a Stock Purchase Agreement (the “SPA”) dated as of June 27, 2022, setting forth the definitive terms and condition for the Transaction, whereby the Company would acquire, for a balance of $950,000 in the form of shares of the Company’s common stock, all equity of Electric Built. Pursuant to the SPA, the SPA is subject to termination if due diligence review and required conditions for closing have not been satisfied by September 20, 2022 (the “Termination Date”).
On September 14, 2022, the Company and Electric Built entered into a First Amendment to the SPA (the “Amendment”), whereby the Termination Date was extended until October 31, 2022, and then, on October 24, 2022, Electric Built requested that the October 2022 Termination Date be extended (the “Extension”), to accommodate Electric Built’s need to relocate its operations, among other reasons. The Company has accepted such request and the SPA, as amended by the Amendment, is subject to the Extension.
Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Preferred Stock
In March 2021, we approved authorization to issue up to 60,000,400 shares of preferred stock, which are designated Series A, B, C and undesignated Preferred Stock of which 249.99 shares of Series A, 51 shares of Series B and 608,585 shares of Series C are currently issued and outstanding.
We have designated 250 shares of Series A Convertible Preferred Stock, par value of $0.001 per share (the “Series A Preferred Stock”). As of December 31, 2022 and 2021, there were 249.9999 shares of Series A Preferred Stock issued and outstanding.
The Series A Preferred Stock will, with respect to each holder of the Series A Preferred Stock, be entitled to three million (3,000,000) votes for each share of Series A Preferred Stock standing in his, her or its name on the books of the corporation. Each share of Series A Preferred Stock is convertible, at the option of the holder, into one million shares of Common Stock. The Series A Preferred Stock is entitled, in the event of any voluntary liquidation, dissolution or winding up of the Corporation, to receive payment or distribution of a preferential amount before any payments or distributions are received by any class or series of common stock. Subject to the prior or equal rights of the holders of all classes of stock at the time outstanding having prior or equal rights as to dividends and ranking ahead of the Common Stock, the holders of the Series A Preferred Stock shall be entitled to therefore receive, when and as declared by the Board of Directors, out of any assets of the Corporation legally available, such dividends as may be declared from time to time by the Board of Directors.
We have designated 51 shares of Series B Convertible Preferred Stock, par value of $0.001 per share (the “Series B Preferred Stock”). One (1) share of the Series B Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total number of votes of the issued and outstanding shares of Common Stock and other Preferred Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For the avoidance of doubt, if the total number of votes of the issued and outstanding shares of Common Stock and other Preferred Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B Preferred Stock shall be equal to 102,036 (e.g., ((0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).
With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series B Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporation’s Articles of Incorporation or by-laws. Such concentrated control of the Company may adversely affect the price of our common stock. A stockholder that acquires common stock will not have an effective voice in the management of the Company.
We have designated 50,000,000 shares of Series C Convertible Preferred Stock, par value of $0.001 per share (the “Series C Preferred Stock”).
The Series C Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) pari passu with the Corporation’s Common Stock, $0.001 par value per share (“Common Stock”); (b) junior to all other series of Preferred Stock, as such may be designated as of the date of this Designation, or which may be designated by the Corporation after the date of this Designation (the “Other Preferred”), and (c) junior to all existing and future indebtedness of the Corporation.
Holders of the Series C Preferred Stock shall vote on all matters requiring a vote of the shareholders of the Corporation, together with the holders of shares of Common Stock and other classes of Preferred Stock entitled to vote, as a single class. Subject to the applicable beneficial ownership limitation, each Holder shall be entitled to the whole number of votes equal to the number of shares of Common Stock into which such holder’s Preferred Shares would be convertible using the record date for determining the stockholders of the Corporation eligible to vote on such matters as the date as of which the number of Conversion Shares is calculated. Holders of the Series C Preferred Stock will also be entitled to vote as a separate class with respect to any matter as to which such voting rights are required by applicable law.
For the year ended December 31, 2022 there were 233,417 shares of Series C Convertible Preferred Stock that were converted to 2,334,170,000 shares of common stock.
For the twelve months ended December 31, 2021 the Company issued 1,566,905 shares of Series C Preferred, valued at $3,837,647. This was part of a settlement the Company reached with Discover to redeem the secured redeemable convertible debenture dated August 7, 2018. The valuation was derived from a loss on extinguishment of debt of $3,435,695 that represents the fair value of debt forgiveness, less the issuance of 598,048,320 common stock shares valued at par of $0.001, plus cash proceeds to the Company of $1,000,000 from the SPA that the Company entered into.
Warrants
The Company entered into an agreement in 2018 in conjunction with convertible notes payable to issue seven (7) warrants to purchase shares of the Company’s common stock which have an exercise price of $0.15 or 65% of the three lowest trading days within a 20-day market price timeframe, whichever is lower. The warrants also contain certain cashless exercise features. The issuance of these warrants is predicated on the completion of the funding requirements within the terms of the security agreement, however, these funding requirements were never met. The Company is currently negotiating a settlement with respect to any warrants.
Pursuant to the terms of the Discover Growth Fund SPA, we issued to Discover warrant to purchase up to 16,666,667 shares of our common stock upon the subsequent funding of the remaining $2,000,000 which occurred on February 28, 2019, exercisable beginning on the nine (9) month anniversary from the date of issuance for a period of three (3) years at an exercise price of $0.15 per share (the “Warrant”). In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model and based on the relative fair value of the warrant and cash received, we recorded a debt discount on the note principal of $696,850. Management used the following inputs to value the Discover Warrants by Expected Term - 3 years, Exercise Price - $0.15, Expected Volatility- 388.94%, Expected dividends - None, and Risk-Free Rate - 2.54%. This warrant expired on February 28, 2022.
Dividends
The Company anticipates that all future earnings will be retained to finance future growth. The payment of dividends, if any, in the future to the Company’s common stockholders is within the discretion of the Board of Directors of the Company and will depend upon the Company’s earnings, its capital requirements and financial condition and other relevant factors. The Company has not paid a dividend on its common stock and does not anticipate paying any dividends on its common stock in the foreseeable future but instead intends to retain all earnings, if any, for use in the Company’s business operations.
NOTE 9 - RELATED PARTIES
On July 19, 2021, the Company issued a convertible promissory note (the “Note”) in favor of Geordan G. Pursglove, the Company’s Chairman and Chief Executive Officer, in the principal amount of $1,500,000, in satisfaction of Mr. Pursglove’s accrued salary owing of $1,239,800 and $260,200 for loss on settlement. The Note accrues interest at 2% per annum, with the principal and interest payments due in twelve equal monthly installments. At the holder’s election, the Note is convertible into shares of the Company’s common stock, at a price per share equal to 100% of the average closing price of the Company’s common stock for the five trading days immediately preceding the date of such conversion (the “Conversion Price”). On February 8, 2022 there was a conversion of $150,000 of the note into 375,000,000 shares of common stock. The cash maturity date was July 19, 2022 and is past due as of December 31, 2022.
During the first quarter of 2022, the Company issued 133,902,874 shares of common stock valued at $53,561 as part of the Company’s employment agreement with the Chief Financial Officer.
On September 29, 2022 Henry F. Gurley resigned from the Company’s Board of Directors to prevent a conflict of interest with his current employer.
NOTE 10 - INCOME TAXES
A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows:
| | December 31, | |
| | 2022 | | | 2021 | |
| | | | | | |
Statutory U.S. federal rate | | | (21.00 | )% | | | (21.00 | )% |
Permanent differences | | | 6.0 | % | | | 6.0 | % |
Valuation allowance | | | 15.00 | % | | | 15.00 | % |
Provision for income tax expense(benefit) | | | 0.0 | % | | | 0.0 | % |
A reconciliation of deferred tax assets and valuation is as follows:
| | 2022 | | | 2021 | |
Deferred tax assets: | | | | | | |
Net operating loss carry-forwards | | $ | 7,676,196 | | | $ | 7,239,788 | |
| | | | | | | | |
Total deferred tax assets | | $ | 7,676,196 | | | $ | 7,239,788 | |
| | | | | | | | |
Valuation allowance | | | (7,676,196 | ) | | | (7,239,788 | ) |
Net deferred tax asset | | $ | - | | | $ | - | |
At December 31, 2022, the Company had estimated U.S. federal net operating losses of approximately $34,909,000 for income tax purposes which will expire between 2032 and 2036. For financial reporting purposes, the entire amount of the net deferred tax assets has been offset by a valuation allowance due to uncertainty regarding the realization of the assets. The net change in the total valuation allowance for the year ended December 31, 2022 was an increase of approximately $436,000 mainly attributable to the loss incurred in the current year. The Company follows ASC 740-10-25 which requires a company to evaluate whether a tax position taken by the company will “more likely than not” be sustained upon examination by the appropriate tax authority. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company believes that its income tax filing positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded.
The Company may not be able to utilize the net operating loss carryforwards for its US income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over a three year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carryforwards. As of December 31, 2022, the Company had not performed an analysis to determine if the Company was subject to the provisions of Section 382. The Company is subject to U.S. federal income tax including state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective taxing jurisdictions.
The Company’s accounting policy is to recognize Interest and penalties related to uncertain tax positions in income tax expense. The Company has not accrued interest for any periods in which there are uncertain tax positions.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
Legal Matters
A complaint against the Company, dated February 5, 2020, has been filed in Hennepin County, Minnesota, by Jean Mork Bredeson, the former President and former owner of Service 800, making certain claims related to the Company’s acquisition of Service 800, seeking in excess of $1.6 million in damages. On March 16, 2020, the Company and Service 800 filed an answer, counterclaim and third-party claim against Ms. Bredeson and defendants Allen Bredeson and Jeff Schwedinger, former employees of Service 800. Answers and Affirmative and Additional Defenses to Third Party Claims were filed by Ms. Bredeson on April 7, 2020 and by Mr. Schwedinger on April 9, 2020 and, on April 24, 2020, Ms. Bredeson filed a Motion to Dismiss. The Court denied in full Ms. Bredeson’s motion to dismiss or for a more definite statement. Subsequently, using a wholly owned entity she controls, Ms. Bredeson filed another matter, captioned Green Valley Associates Inc. vs Service 800 Inc., 27-CV-20-13800. Although Ms. Bredeson is seeking to have the matters handled by separate judges, the Company sought consolidation of the two matters before Judge Klein, the judge who denied Ms. Bredeson’s motion to dismiss, but the consolidation was denied. Discovery has closed in both cases. Trial commenced on October 3, 2022. After a week of trial, a technical mistrial occurred based on the Court falling under the minimum number of jurors required to maintain the trial. As a result, the trial is now scheduled for May 2023.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 5, states that a firm must distinguish between losses that are probable, reasonably probable or remote. If a contingent liability is deemed probable, it must be directly reported in the financial statements. In July 2010, the FASB issued ASC 450-20 that updated the Standard and uses “probable,” “reasonably possible,” and “remote” to determine the likelihood of the future event that will confirm a loss, an impairment of an asset, or the incurrence of a liability.
Accrual of a loss contingency is required when (1) it is probable that a loss has been incurred at the date of the financial statements and (2) the amount can be reasonably estimated. No accrual has been made in the above matter as the determination is that a loss is not probable as of December 31, 2022 nor can a loss be reasonably estimated.
In addition to the above, from time to time, we may be involved in litigation in the ordinary course of business. Other than as set forth above, we are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.
Operating Lease
We currently lease virtual office space at 3773 Howard Hughes Parkway, Suite: 500 Las Vegas, NV 89169. We pay an annual fee of $120 for this lease. There is also a location in Minnesota for Service 800, Inc. On February 20, 2020 the company moved Service 800, Inc. to 110 Cheshire Lane, Minnetonka Minnesota 55305. Service 800 leases 3,210 square feet of office space under an operating lease agreement with Carlson Center East LLC. The lease, which expires June 30, 2023, requires base monthly rents of $4,160, plus operating expenses.
The public entity guidance in ASU 2016-02, Leases (Topic 842) requires lessees to recognize substantially all leases on their balance sheets as lease liabilities with a corresponding right-of-use asset. Our accounting policy is to keep leases with an initial term of 12 months or less off of the balance sheet.
The Company leases office space under an operating lease. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments under the lease. Operating lease, right-of-use assets, and liabilities are recognized at the lease commencement date based on the present value of lease payments over the reasonably certain lease term. The implicit rates with the Company’s operating leases are generally not determinable and the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of its lease payments. The determination of the Company’s incremental borrowing rate requires judgement. The company determines its incremental borrowing rate for each lease using its then-current borrowing rate. Certain of the Company’s leases may include options to extend or terminate the lease. The Company establishes the number of renewal options periods used in determining the operating lease term based upon its assessment at the inception of the operating lease. The option to renew the lease may be automatic, at the option of the Company, or mutually agreed to between the landlord and the Company. Once the facility lease term has begun, the present value of the aggregate future minimum lease payments is recorded as a right-of-use asset.
Lease expense is recognized on a straight-line basis over the term of the lease. There are no options to extend or terminate the leases. The Company has no other leases yet to commence.
Leases | | December 31, 2022 | |
Assets | | | |
ROU operating lease assets, net | | $ | 16,156 | |
Total ROU assets | | $ | 16,156 | |
Liabilities | | | | |
Current: | | | | |
Operating lease liabilities | | $ | 18,690 | |
Noncurrent: | | | | |
Operating lease liabilities | | | - | |
Total lease liabilities | | $ | 18,690 | |
The following table presents supplemental lease information:
| | As of December 31, 2022 | |
Operating Lease Cost | | $ | 92,407 | |
Right of Use Assets obtained in exchange for new operating lease obligations | | | - | |
Other Information | | | |
Weighted Average Remaining Lease Term-- Operating Leases | | 5 months | |
Weighted Average Discount Rate - Operating Leases | | | 11.02 | % |
Maturities of lease liabilities were as follows: | | | |
Year ending December 31, | | | |
Operating lease payments, 2023 | | $ | 22,462 | |
| | | | |
Less discount | | | (3,772 | ) |
Present value | | $ | 18,690 | |
NOTE 12 - NET INCOME (LOSS) PER SHARE OF COMMON STOCK
The Company follows ASC 260-10, which requires presentation of basic and diluted Earnings per Share (“EPS”) on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying consolidated financial statements, basic net income (loss) per share of common stock is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the year. Basic net income (loss) per common share is based upon the weighted average number of common shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
Convertible debt that is convertible into 8,287,324,136 and 4,780,883,321 shares of the Company’s common stock are not included in the computation, along with 249,999,900 and 249,999,900 of the Company’s preferred stock Series A after conversion, and 6,085,850,000 and 8,420,020,000 of the Company’s preferred stock Series C after conversion, as of December 31, 2022 and December 31, 2021, respectively.
The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the years ended December 31, 2022 and 2021:
| | 2022 | | | 2021 | |
Consolidated loss from continuing operations | | $ | (2,398,607 | ) | | $ | (9,181,054 | ) |
Weighted average shares used for diluted earnings per share | | | 15,099,005,692 | | | | 5,441,304,567 | |
Incremental Diluted Shares | | -* | | | -* | |
Weighted Average shares used for diluted earnings per share | | | 15,099,005,692 | | | | 5,441,304,567 | |
Net loss per share: | | | | | | | | |
Basic and Diluted continuing operations | | $ | (0.00 | ) | | $ | (0.00 | ) |
Basic and Diluted: discontinued operations | | $ | - | | | $ | - | |
Total Basic and Diluted Loss Per Share | | $ | (0.00 | ) | | $ | (0.00 | ) |
_____________
* The shares associated with convertible debt, preferred stock and warrants are not included because the inclusion would be anti-dilutive.
NOTE 13 - SUBSEQUENT EVENTS
None