10-Q/A
x
2018
For the transition period from _______________ to _______________.
.
| Nevada | 88-0355407 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
|
| 10028 |
| (Address of principal executive offices) | (Zip Code) |
Omni Global Technologies, Inc.
866-995-7521
☐
| Large accelerated filer | Accelerated filer | |
| Non-accelerated filer | Smaller reporting company | |
| Emerging growth company |
☐
As of December 5, 2017,March 19, 2018 there were 20,368,70336,745,046 shares of Common Stock, par value $0.001 issued and outstanding.
| Item 1. | Legal Proceedings | |
| Item 1A. | Risk Factors | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
| Item 3. | Defaults upon Senior Securities | |
| Item 4. | Mine Safety Disclosures | |
| Item 5. | Other Information | |
| Item 6. | Exhibits |
| 27 |
(as Restated) Statements of Operations (unaudited) Statement of Cash Flows (unaudited) 2018 (Unaudited) District. From options, and convertible preferred stock. AVAILABLE-FOR-SALE SECURITIES was received as compensation and, as such, the Company did not use cash to acquire the securities. and Warrants Issued in Private Placements Exchan record and/or beneficially in excess of 4.99% of the outstanding shares of Common Stock. Interest are due and payable to the Company at the earlier of (i) the closing of AutoLotto’s initial coin offering of at least $20,000,000 or (ii) AutoLotto’s issuance of equity securities (excluding any conversion or issuance of any note or other convertible security) of at least $20,000,000. In the event AutoLotto does not raise $20,000,000 through an initial coin offering or issuance of equity noted above, any unpaid Principal and Interest will convert to equity at a rate of $250,000,000 divided by the number of common shares outstanding immediately prior to January 17, 2020. As part of the AutoLotto Agreement, the Company also received an option to purchase tokens of the AutoLotto initial coin offering (the “Option”) equal to two times the outstanding unpaid Principal and Interest under the AutoLotto Agreement. The exercise price of the Option will be an undisclosed private pre-sale price, and the Option is exercisable within ten days of AutoLotto providing notice to the Company of its initial coin offering. The Option expires on January 16, 2020. 1,000,000 shares of stock valued at $1.80 per share, or $1,800,000, and was paid in full to the Company prior to the commencement of services. The total value of the contract was $2,050,000. The Company entering into an agreement with certain shareholders to convert their 13,144,660 shares of common stock into 328,616.50 Preferred Shares. 2018. the agreement. The Company will need to assess each contract and our obligations, assign values to each obligation in the agreement, as per ASU 2014- 2018. stock, par value $0.001 (the “Shares”) through private placements to “accredited investors” as that term is defined under Rule 501(d) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”). The sale of Shares to accredited investors, from which we, received proceeds of $4,282,125, were made in reliance upon the exemptions provided by Section 4(2) of the Act and Regulation D promulgated by the SEC under the Act. We used the funds from the private placements to: (i) make investments into Digital Assets; (ii) investments into activities that we expect will become operating assets; and (iii) to pay for goods and services, including fees related to being a public company filing reports under the Exchange Act, to operate the Company during the nine-month period.forward-lookingforward- looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this reportReport are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.3Our unaudited financial statements included in this Form 10-Q are as follows:Balance Sheets as of October 31, 2017 (Unaudited) and April 30, 20175Interim Unaudited Statements of Operations for the Three and Six Months Ended October 31, 2017 and 20166Interim Unaudited Statements of Cash Flows for the Six Months Ended October 31, 2017 and 20167Notes to Interim Unaudited Financial Statements84
Balance SheetsOctoberJanuary 31, 20172018 and April 30, 2017 October 31,
2017 April 30,
2017 (Unaudited) Audited ASSETS Current assets Cash $ – $ – Total assets $ – $ – LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities Accounts payable $ – 429,679 Due to related parties 54,917 3,981,423 Accrued liabilities – 63,917 Note payable – 501,112 Convertible note – 53,000 Total liabilities 54,917 5,029,131 Shareholders' Deficit Preferred stock, $0.001 par value, 5,000,000 authorized. None issued – – Common stock; $0.001 par value; 400,000,000 shares authorized 20,368,703 and 20,368,703 shares issued and outstanding as of Oct. 31, 2017 and April 30, 2017, respectively 20,368 20,368 Additional paid-in capital 6,179,489 6,179,489 Accumulated deficit (6,254,774 ) (11,228,988 ) Total shareholders' deficit (54,917 ) (5,029,131 ) Total liabilities and shareholders' deficit $ – $ – ASSETS Current assets Cash & cash equivalents Available-for-sale securities Notes receivable Other current assets Total current assets Non-current assets Property, plant & equipment, net of accumulated depreciation Other non-current assets Total non-current assets Total assets LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities Accounts payable and accrued expenses Deferred revenue Due to related parties Note payable Convertible note Total liabilities Shareholders' Deficit Preferred stock, $0.001 par value, 5,000,000 authorized. 328,616.50 shares and zero shares issued and outstanding as of January 31, 2018 and April 30, 2017, respectively Additional paid-in capital Accumulated deficit Total shareholders' equity (deficit) Total liabilities and shareholders' equity 5 Three Months
Ended
October 31, Three Months
Ended
October 31, Six Months
Ended
October 31, Six Months
Ended
October 31, 2017 2016 2017 2016 Sales $ – $ – $ – $ – Operating expenses: Professional fees 9,300 1,790 19,190 30,290 Administrative expenses 8,908 358 8,908 1,618 Total operating expenses 18,208 2,148 28,098 31,908 Income (loss) from operations (18,208 ) (2,148 ) (28,098 ) (31,908 ) Other income (expense) Debt forgiveness – – 5,003,192 – Interest expense (441 ) (293 ) (882 ) (293 ) Total other income (expense) (441 ) (293 ) 5,002,311 (293 ) Income (loss) before income taxes (18,649 ) (2,441 ) 4,974,213 (32,201 ) Provision for income taxes (benefit) – – – – Net income (loss) $ (18,649 ) $ (2,441 ) $ 4,974,213 $ (32,201 ) Basic and diluted earnings (loss) per common share $ (0.00 ) $ (0.00 ) $ 0.24 $ (0.09 ) Weighted-average number of common shares outstanding: Basic and diluted 20,368,703 368,703 20,368,703 368,703 Sales Operating expenses: Professional fees Advertising and marketing expense General and administrative expense Total operating expenses Income (loss) from operations Other income (expense) Debt forgiveness Interest expense Unrealized gain (loss) of equity securities Exchange gain (loss) Total other income (expense) Income (loss) before income taxes Provision for income taxes (benefit) Net income (loss) Basic earnings (loss) per common share Diluted earnings (loss) per common share Weighted-average number of common shares outstanding: Basic Diluted 6 For the six months ended October 31, 2017 2016 Cash flows from operating activities: Net income(loss) $ 4,974,213 $ (32,201 ) Changes in operating assets and liabilities Accrued liabilities – 201 Forgiveness of debt (5,003,192 ) – Increase in related party liabilities 28,979 – Net cash (used in) operating activities – (32,000 ) Cash flows from investing activities: Net cash (used in) provided by investing activities – – Cash flows from financing activities: Loans and advances – 32,000 Net cash provided by financing activities – 32,000 Net change in cash – – Cash, beginning of the period – – Cash, end of the period $ – $ – Cash flows from operating activities: Net income (loss) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization Share-based compensation Unrealized (gain)/loss of equity securities Unrealized currency translation (gains)/losses Changes in operating assets and liabilities: Prepaid expenses and other assets Increase in notes receivable Non-cash compensation (marketable securities) Accounts payable and accrued expenses Deferred revenue Decrease in related party liabilities Decrease in notes payable Decrease in convertible notes Net cash provided by (used in) operating activities Cash flows from investing activities: Purchases of marketable securities Purchases of fixed assets Net cash provided by (used in) investing activities Cash flows from financing activities: Loans and advances Sale of common and preferred stock Net cash provided by financing activities Net change in cash Cash, beginning of the period Effects of currency translation on cash and cash equivalents Cash, end of the period 7SixNine Month Interim Periods Ended OctoberJanuary 31, 2017Unless the context otherwise requires, the terms "we", "our", "us", the “Company” or "Blockchain" refers to (formerly Omni Global Technologies, Inc.). On November 13, 2017,(“BCII”, “Blockchain”, the Company filed a Certificate“Company”, “we”, “our” or “us”) was originally formed under the laws of Amendment to its Articles of Incorporation with the State of Nevada for the purpose of changing the name of the Company from Omni Global Technologies, Inc. (“OMNI”) to Blockchain Industries, Inc. (” Blockchain”). The Certificate of Amendment was filed based upon the Joint Written Consent of the Registrant's Board of Directors and Majority Consenting Stockholder.Although we continue to operate and believe we can monetize assets related to our Hotels.VN travel business; our primary near-term corporate objective is to build a diversified financial technology company focused on blockchain. Our core objectives are as follows: 1) building a state chartered bank to facilitate crypto currency related merchant banking activities; 2) financing and operating a cryptomining operation; 3) making strategic and diversified investments in promising emerging companies across the blockchain industry; 4) establishing a net-long position in various crypto-currencies and digital assets; and 5) participating in, originating, and promoting domestic and foreign coin offerings in a manner fully compliant with U.S. Federal, state and other applicable securities laws.Blockchain was originally formed on September 15, 1995 as Interactive Processing, Inc., a Nevada corporation, to market high-tech consumer electronics through television home-shoppinghome- shopping networks, retail stores, catalog companies and their website remotecontrols.com. In March 1999, the Company changed its name to Worldtradeshow.com, Inc. (“WTS”). In April 1999, the Company acquired intellectual property rights to a database and business planfrom Chaiisai Tora, Inc., an unaffiliated third party, and significantly changed its business plan to develop tradeshow software and market both physical and virtual tradeshow space through the Company's website.was dormantacquired assets from Business.com.vn, a Vietnamese company, which assets consisted of a database of 300,000 Vietnamese companies, marketing software, trademarks and intellectual property, with the intention of developing a directory of companies. The plan included offering such companies opportunities to market themselves through domain registration, website development, and online marketing expertise to help these Vietnamese companies market themselves directly and/or on the Company’s BVNI web portal. In June 2007, the Company changed its name to Business.vn, Inc.until itthe Company was placed under the control of a Receiver in Nevada’s Eighth Judicial District pursuant to Case #A14-715484-P (“the Case”). On March 23, 2017 we entered into a share purchase agreement described below. On June 13, 2017, pursuant to an order by the judge presiding over this Case, OMNI emerged from receivership and substantially all liabilities that had been outstanding since 2009 were officially discharged.SHARE PURCHASE AGREEMENT the period from May 15, 2016 through March 22, 2017, we werewhile under the control of a court appointed Receiver. During that period the Receiver, ran the Company and incurredcontinued to incur expenses to maintain its statuscorporate existence as a public company and maintain its web-related business. On November 18, 2016, the Company changed its name to locate a potential buyer for the Company. OnOmni Global Technologies, Inc. and on May 23, 2017, the Company entered into a Share Purchase Agreement (“SPA”) with JOJ Holdings, (the “Purchaser”LLC (“JOJ”), LLC maintaining an address at 53 Calle Palmeras, San Juan Puerto Rico. Under the termspursuant to which JOJ: (i) purchased 40,000,000 restricted shares of the SPA, the Purchaser agreed to purchase 20,000,000 of ourcommon stock, $0.001 par value common stock; and to assume(the “Control Shares”) from the liabilityCompany by the authority of the Receiver; (ii) assumed the liabilities of a judgement creditor in the amount of $25,690.41.approximately $25,000; and (iii) paid the Receiver $150,000 which monies were used to cover the Receiver’s and other company expenses. Additionally, and concurrent with the signingexecution of the SPA by the Company;Share Purchase Agreement, the Receiver resigned, from the Company, and the Purchaser elected Olivia Funk was appointed as the sole officer and director of the Company.replacedwas appointed as the Company’s Chief Executive Officer, Chief Financial Officer and Chairman/sole director and, on the same date, Ms. Funk resigned all positions as the solean executive officer and director of the Company.The $150,000 received at closing On December 1, 2017, the Company announced Mr. Zack Pontgrave as President, although a formal agreement was distributed by an escrow agentnever signed, and wasMr. Bryan Larkin as Chief Technology Officer, respectively, joining Mr. Moynihan as part of the Company’s management team. As of April 2018, the Company has withdrawn the offer to Mr. Pontgrave, and the Company is currently negotiating a separation agreement.cover Receiver expenses incurred duringbe monetized through our newly established blockchain technology, we are discontinuing that business to focus on our broader business model related to the receivership period,blockchain technologies market, within the blockchain technology market and intend to target and acquire or build a broad portfolio of virtual currencies, digital coin and tokens, and other company expenses. All $150,000 was disbursed prior toblockchain assets (the “Digital Assets”) within four business verticals:2017. During the six-month period ended October 31, 2017, the Purchaser has loaned2018.$28,098 to pay certain professional fees to maintain the company’s status asexecuted a public company.Reverse Split and Name ChangeOn November 18, 2016, the Company effected a 1 for 150 reverse split and changed its name from Business.vn, Inc., to Omni Global Technologies, Inc., and the Company’s trading symbol changed from “BVNI” to “OMGT”. Under the guidelines of Staff Accounting Bulletin 4c, a capital structure change such as a2-for-1 forward stock split that occurs after the date of the most recent balance sheet must be given retroactive effect in the balance sheet.split. Accordingly, all references to the numbers of Common Sharescommon shares and per share data in the accompanying financial statements have been adjusted to reflect this forward splitthese splits, on a retroactive basis, unless indicated otherwise.
The Company previously implemented a 1 for 15 reverse stock split effective November 18, 2016.8Management’sof of Interim Financial StatementsSEC.Similarly, management must make estimatesSEC, and as amended on May 21, 2018.uncollectibility of accounts receivable. Management specifically analyzes accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms when evaluatingcontractual agreement.adequacytime of the allowancefiling, the Company was unable to determine the percentage of completion for doubtful accounts.the one project it was contracted to perform and, as such, felt that using a pro rata method of accounting was most appropriate at this time. If and when the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.Management’s Representation of Interim Financial StatementsThe accompanying unaudited consolidated financial statementsservices and deliverables have been prepared bycompleted, we will immediately record the Company without audit pursuant to the rules and regulationsremaining portion of the SEC. Certain informationDeferred Revenue.disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted as allowed byEthereum, at the time of purchase and reevaluates such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include alldesignation at each balance sheet date. All of the adjustments, whichCompany’s marketable securities are considered available-for-sale and carried at estimated fair values and reported as available-for-sale securities on the balance sheet. The Company has adopted ASU 2016-01, and now records unrealized gains and losses on available-for- sale securities in net income and reported as “Unrealized gain (loss) of equity securities” on the income statement. Other income includes realized gains and losses on sales of securities and other-than-temporary declines in the opinionfair value of management are necessary to a fair presentationsecurities, if any. The cost of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at April 30, 2017 as presented in the Company’s Annual Report on Form 10-K filed on August 30, 2017 with the SEC.Income TaxesThe Company utilizes SFAS No. 115, Accounting for Income Taxes , which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determinedsecurities sold is based on the difference betweenspecific identification method. The Company regularly reviews all of its investments for other-than- temporary declines in fair value. The Company’s review includes the taxconsideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis. If the Company were to determine that the decline in fair value of an investment is below its accounting basis and the decline is other-than-temporary, the Company would reduce the carrying value of assetsthe security and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets torecord a loss for the amount expected to be realized.Going of such decline.$6,254,744approximately $26 million from its inception on September 15, 1995 to date. We will need additional working capital for ongoing operations, which raises substantial doubt about itsour ability to continue as a going concern. Management of the Company is working on a strategy to meet future operational goals which may include equity funding, short term or long termlong-term financing or debt financing, to enable the Company to reach profitable operations, however, there can be no assurances that the plan will succeed, nor that the Company will be able to execute its plans.Professional feesWithexceptionprovisions of accounting feesASC 718, “Share-Based Payment” and audit fees, substantiallyASC 505-50 “Equity-Based Payments to Non- Employees”. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. Due to limited history of forfeitures, the estimated forfeiture rate included in the option valuation was zero.professional fees priorhighly liquid investments with a maturity of three months or less at the date of purchase to March 2017 expensedbe cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds, the fair value of which approximates cost. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be in excess of the FederalCompany, represent hours of work performed bystraight-line method and is charged to operations over the Court appointed receiver to help the Company emerge from receivership by obtaining external financing. The fees are expensed as incurred as a liabilityestimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The Company currently is in the process of building a mining facility for Digital Assets. All cost associated with that project, including the architectural, designs, and planning cost are being capitalized until the reimbursementcompletion of these fees incurred by Receiver is dependent on the amountproject.financing obtained. Subsequent to March 2017, when the Receiver was discharged, professional feesproperty and equipment are comprised of accounting and legal fees, as well as consulting fees to maintain the Company’s public company status.follows:Computer software and office equipment 91-5 yearsFurniture and fixtures 5-10 years Mining Facility No depreciation is taken until the project is completed and placed into service Diluted net lossFully diluted earnings per share is based on the assumption that we have no convertible debt orincludes dilutive equivalents such as warrants or stock options.of of EstimatesOctoberJanuary 31, 2017,2018, the Company has a federal net operating loss carry forwards of $ $6,264,744 that can be utilized to reduce future taxable income. The net operating loss carry forward will expire through 2023 if not utilized. Utilization of the net operating loss and tax credit carry forward may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating loss and tax credit carry forwards before utilization. The Company has provided a full valuation allowance on the deferred tax asset because of uncertainty regarding realizability.STOCKHOLDER’S EQUITY Chimes - Equity Token Chimes - Utility Token Video Coin - Utility Token Academy - Utility Token Coral Health - Utility Token Kinerjay Pay Common Stock BTC Wallet EOS Wallet NEO Wallet OMG Wallet QTUM Wallet REP Wallet Total available-for-sale securities Capital assets subject to depreciation: Computers, software and office equipment Mining Facility (in progress) Total fixed assets OctoberJanuary 31, 2017,2018, and April 30, 2017 there were 20,368,70336,159,446 and 20,368,703 common737,406 shares of Common Stock outstanding, respectively. As of January 31, 2018, and April 30, 2017 there were 328,616.50 and zero preferred shares outstanding, respectively. NoEach preferred share is convertible to 40 shares of Common Stock, which is adjusted for the 2-for-1 forward stock split effective January 16, 2018. Per ASC 230- 10-50-3, we executed a non-cash financing activity by entering into an agreement with certain shareholders to convert their 13,144,660 shares of Common Stock into 328,616.50 shares of the Company’s Series A Preferred Stock.Preferred shares convertible to Common Stock Warrants Stock options Share count reconciliation Beginning share balance April 30, 2017 Control Shares issued Shares issued in private placements RSU’s vested Shares retired Shares converted to preferred stock. Ending share balance January 31, 2018
Common Stock are outstanding.Private PlacementsDecember 1, 2017 January 1, 2018 February 1, 2018 March 1, 2018 six-monthnine-month period ended OctoberJanuary 31, 2017,2018, the Company did not acceptissued 2,620,000 restricted shares of Common Stock (“RSA”) to independent contractors for professional services. The fair value of the restricted shares was calculated to be $508,140 using the price per share on the grant date of each restricted stock award. The Company issued the shares of restricted Common Stock for services as outlined in the table below:RSAs RSA Unvested at the beginning of the Period RSA Granted During the Period RSA Canceled During the Period RSA Vested During the Period RSA Unvested at the End of the Period Outstanding at Beginning of Period Exercisable at the End of the Period Granted During the Period Exercised During the Period Canceled during the Period(Forfeited) Canceled during the Period(Expired) Outstanding at the End of the Period Options Vested During the Period Vested at end of Period Shares Expected to vest Vested and Expected to vest subscription agreements forshares of Series A Preferred Shares into Common Stock if, as a result of such conversion, the saleHolder will own of its common stock.November 13, 2017,February 12, 2018, the Company filed a Certificate of Amendment to its Articles of IncorporationDesignation with the State of Nevada effective as of November 11, 2017 for a newly authorized Series A Convertible Preferred Stock. A total of 500,000 shares of Series A Convertible Preferred Stock have been authorized of which 328,616.50 shares were issued and outstanding, as follows:JOJ Holdings, LLC (1) JFS Investments, Inc. (2) Founders Founders Private Placement Weighted-average exercise price purposeperiod.changingcommon shares and per data in the nameaccompanying financial statements have been adjusted to reflect these splits, on a retroactive basis, unless indicated otherwise. Upon further review it was determined that certain components of the Company’s shareholders’ equity (deficit) had not been adjusted for the above mentioned forward split.Omni Global Technologies, Inc. to Blockchain Industries, Inc. The Certificate of Amendment was filed based upon the Joint Written Consentoriginal filing of the Registrant's BoardForm 10-Q for the fiscal quarter ended January 31, 2018.Directorsthe AutoLotto Agreement, the Company will pay to AutoLotto $1.5 million (the “Principal”) in exchange for a promissory note that will accrue interest at one percent per annum (the “Interest”). All unpaid Principal and Majority Consenting Stockholder.Consolidated Balance Sheets as of January 31, 2018 Available-for-sale securities Note receivable Consolidated Statement of Operations for the 3 months ended January 31, 2018 Professional fees Net income (loss) Basic earnings (loss) per common share Diluted earnings (loss) per common share Consolidated Statement of Operations for the 9 months ended January 31, 2018 Professional fees Net income (loss) Basic earnings (loss) per common share Diluted earnings (loss) per common share Consolidated Statement of Shareholders' Equity (Deficit) as of January 31, 2018 Common stock - amount Additional paid-in capital Consolidated Statement of Shareholders' Equity (Deficit) as of April 30, 2017 Common stock - shares Common stock - amount Additional paid-in capital NovemberFebruary 1, 20172018 through December 8, 2017,the date of this amended Report, the Company has raised $765,000a total $1,445,000 through the private placements of its common stock at prices ranging from $0.20 to $2.50. As$1.25 per share, issuing 1,248,000 shares of Common Stock. No warrants were issued as part of these private placements, 1,856,250 warrants were issuedplacements.conversionmarket share into the legal industry for the storage, authentication and validation of legal documents such as wills, trusts, deeds, mortgages, and more. We expect that the Media and Education segment of our business will be able to assist this company in marketing their products to consumers worldwide, although we will be starting with U.S. consumers. Under the terms of the LegatumX Agreement, we will initially receive 30% of LegatumX’s common stock calculated on a fully diluted basis for a purchase price at $0.50 per share, which expire after 3 years.of $1,300,000:Amount paid by Company 10Paid or Due on$100,000 February 19, 2018 $200,000 May 20, 2018 100,000 shares of our Common Stock (1) March 1, 2018 The Company was dormant from October 2008 through May 15, 2016 until it was placed under the control of a Receiver in Nevada’s Eighth Judicial District pursuant to Case #A14-715484-P (“the Case”). March 23, 2017 we entered into a share purchase agreement described below. On JuneNovember 13, 2017, pursuant to an order by the judge presiding over this Case, OMNI emerged from receivership and substantially all liabilities that had been outstanding since 2009 were officially discharged. As a result the company recorded $5,003,192 in income from the forgiveness of debt that had been outstanding since the Company became dormant in 2009.SHARE PURCHASE AGREEMENTFrom the period from May 15, 2016 through March 22, 2017 we were under the control of a court appointed Receiver. During that period the Receiver ran the Company and incurred expenses to maintain its status as public company and to locate a potential buyer for the Company. On May 23, 2017, the Company entered into a Share Purchase Agreement (“SPA”) with JOJ Holdings the Purchaser, LLC maintaining an address at 53 Calle Palmeras, San Juan Puerto Rico. Under the termsfiled Certificate of the SPA, the Purchaser agreedAmendment to purchase 20,000,000its Articles of our $0.001 par value common stock; and to assume the liability of a judgement creditor in the amount of $25,690.41. Additionally, and concurrentIncorporation with the signingState of Nevada for the SPA bypurpose of changing its name from Omni Global Technologies, Inc. to Blockchain Industries, Inc. On November 15, 2017, Mr. Patrick Moynihan was appointed as the Company;Company’s Chief Executive Officer, Chief Financial Officer and Chairman/sole director and, on the Receiversame date, Ms. Funk resigned from the Company, and the Purchaser elected Olivia Funkall positions as the solean executive officer and director of the Company. On December 1, 2017, the Company announced Mr. Zack Pontgrave as President, although a formal agreement was never signed, and Mr. Bryan Larkin as Chief Technology Officer, respectively, joining Mr. Moynihan as part of the Company’s management team. As of April 2018, the Company has withdrawn the offer to Mr. Pontgrave, and the Company is currently negotiating a separation agreement. The $150,000 received at closing was distributed by an escrow agentCompany has made two appointments to its Board of Directors after the reporting period. Mr. Max Robbins and wasMr. Tony Evans have both joined our Board of Directors.cover Receiver expenses incurred duringbe monetized through our newly established block chain technology, we are discontinuing that business to focus on our broader business model related to the receivership period,blockchain technologies market, within the blockchain technology market and intend to target and acquire or build a broad portfolio of virtual currencies, digital coin and tokens, and other blockchain assets (the “Digital Assets”) within four business verticals:expenses.and a wholly-owned subsidiary of KinerjaPay Corp., a Delaware corporation (OTCQB: KPAY) (“KPAY”). As consideration for entering into the advisory agreement and providing services related to administering the KinerjaPay ICO and establishing a Digital Asset Exchange in Indonesia, we were paid $250,000 in cash, and received 1,000,000 restricted shares of KinerjaPay’s common stock, having a market value approximately $1,800,000 based upon the closing price of the KPAY shares on the OTCQB of $1.80 on January 11, 2018. In addition, we shall receive a 50% equity ownership in an Indonesian-based Digital Asset Exchange which has yet to be formed.$150,000 was disbursedunpaid Principal and Interest are due and payable to the Company at the earlier of (i) the closing of AutoLotto’s initial coin offering of at least $20,000,000 or (ii) AutoLotto’s issuance of equity securities (excluding any conversion or issuance of any note or other convertible security) of at least $20,000,000. In the event AutoLotto does not raise $20,000,000 through an initial coin offering or issuance of equity noted above, any unpaid Principal and Interest will convert to equity at a rate of $250,000,000 divided by the number of common shares outstanding immediately prior to April 30, 2017. DuringJanuary 17, 2020. As part of the six months ended October 31, 2017, the Purchaser loanedAutoLotto Agreement, the Company $28,098also received an option to pay certain professional feespurchase tokens of the AutoLotto initial coin offering (the “Option”) equal to maintaintwo times the company’s status as a public company.Reverse Splitoutstanding unpaid Principal and Name ChangeOn November 18, 2016, we effected a 1 for 150 reverse split and changed our name from Business.vn, Inc. to Omni Global Technologies, Inc.,Interest under the AutoLotto Agreement. The exercise price of the Option will be an undisclosed private pre-sale price, and the Company’s trading symbol changed from “BVNI”Option is exercisable within ten days of AutoLotto providing notice to “OMGT”. Under the guidelinesCompany of Staff Accounting Bulletin 4c, a capital structure change such as a stock split that occurs afterits initial coin offering. The Option expires on January 16, 2018.most recent balance sheet mustCompany has funded $500,000 toward the AutoLotto Agreement, of which $250,000 was funded at the period ending January 31, 2018.given retroactive effectused as a means of paying for immersive training programs, educational offerings, and to access online content related to blockchain technology. Academy intends to address the shortfall in the balance sheet. Accordingly, all referencessupply of blockchain developers due to the numbersincreasing demand of Common Shares and per share datablockchain technology.accompanying financial statements have been adjustedhealthcare ecosystem. Coral Health intends to reflect this reverse split on a retroactive basis, unless indicated otherwise. Asutilize blockchain technology to accelerate the uptake of October 31, 2017, we had 20,368,703 shares outstanding.Resultspersonalized medicine, incorporating all levels of Operationshealthcare from patient records, payments, insurance, prescriptions, clinical trials and monitoring.sixthree months ended OctoberJanuary 2018 and 20172016has not commencedor customer may cancel this agreement at any operating activity subsequenttime for any reason whatsoever without an obligation to return any of the consideration received. In the event that occurs, the Company would immediately record the entire deferred liability balance as service revenue. The Company intends to continue to work with KPAY throughout the term of the contract and recognize monthly service income on a prorata basis. Since the common stock from KPAY is restricted, it cannot be traded for a period of at least six months. There can be no assurances that KPAY will be worth a $1.80 per share, or have any value whatsoever, at the time we decide to sell our shares. As of January 31, 2018, the value of the KPAY stock was $1.25 per share, or the equivalent of an unrealized loss of $550,000. This loss was recorded on the Company’s balance sheet in accumulated other comprehensive income.SPA.commencement of significant operations, primarily in the form of professional fees and administrative fees. These expenses include $480,994 in legal and professional services, $16,069 in advertising and marketing, as well as $129,459 in general and administrative expenses. Of the $480,994 of legal and professional services, $166,063 is attributable to share- based compensation.OctoberJanuary 31, 2017 we incurred $28,098 in operating expenses to maintain our status as a public company. Additionally, we incurred $882 in interest expense. For the six-month period ended October 31, 2016 we recorded $31,908 in expenses of which $30,290 were professional fees.As a result of the discharge of all liabilities pursuant to the court order2018, an increase from 737,406 shares in the Case, we recorded non-cash other incomecorresponding 2017 period. This increase resulted primarily from the issuance of $5,003,192 forstock options, warrants, RSAs, private placements of our common stock offset by the six-month period ended October 31, 2017.
retirement of 5,000,00 shares.11Liquidity and Capital Resourcesno$2,712,799 in cash on hand as of OctoberJanuary 31, 2018.All funding for company expensesThe use of $159,477 is mostly attributable to $568,203 of unrealized losses, and a change in deferred revenue of $1,953,694 offset by the change in non-cash compensation of $1,800,000 and a decrease in accounts payable and other liabilities of approximately $4.9 million, which mostly included the retirement of debt through a court order from Clark County, Nevada.OctoberJanuary 31, 2017 was being provided2018 compared to zero during the same period in 2017. The increase is attributable to the purchase of $108,800, in fixed assets and from the purchase of approximately $1.3 million, in marketable securities.the Purchaser who holds controlling interest in the Company. also focused on securing sufficient capital to fund our ongoing operations. In that regard, as part of our current fundraising efforts, and subsequent to OctoberJanuary 31, 2017,2018, we raised approximately $765,000$1,445,000 through the sale of restricted shares of our common stock,Common Stock, par value $0.001 (the(each a “Share” collectively, the “Shares”) at prices ranging from $.20 to $2.50$1.25 per Share in private placements made in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Act. The Company’sOur intention in furtherance of itsour business plan is to raise a total of at least $10 million through equity and debt offerings pursuant to Regulation D andand/or Regulation S under the Act, which should enable us to sustain operations through the end of calendar year 2019. We are in the process of meeting with numerous investors in the U.S., Europe and Europe,Asia, and believe that our financing initiatives will be successful. However, there can be no assurance that we will, in fact, be successful in our efforts at terms and conditions satisfactory to the Company. If the Company is unsuccessful in attracting additional capital at satisfactory terms, if at all, the lack of adequate equity and/or debt funding could adversely impact the Company’s business operations and ability to fulfill its business plan and future prospects.six- monthnine-month period ended OctoberJanuary 31, 2017.OctoberJanuary 31, 20172018 and April 30, 2017.2017Common Stock, we are required to use estimates on the value of our Common Stock, in Form 10-K Critical Accounting Policies sectionaddition to volatility of Management’s Discussionour stock, among other financial metrics. Our stock is thinly traded may not be the best indicator of the valuation of our Company, however, it was the only available price we could reasonably use to determine the value of our stock-based compensation. In addition, to determine volatility of for the valuation of option using a Black-Scholes valuation model, the Company needed to use peer companies, of which there is limited supply whose equity trades in public markets. The result of the estimates used in our valuation was approximately $166,603 of a non-cash stock-based compensation expense for the three-months ended January 31, 2018. As more data becomes readily available, the Company may determine to change the estimates used in the valuation, which could have a material impact on the valuation of our stock-based compensation expense.AnalysisEthereum. The values are volatile and the systems on which they trade may not be regulated. The Company may determine that the systems we used for determining valuations may no longer be appropriate. The Company also held AFS securities at cost because we determined the was no market or markets were too limited or thinly traded to determine a fair value. Until the Digital Asset markets mature, the Company may have difficulty determining inputs for valuation or need to change the estimates used to assess the value of Financial Conditionour Digital Assets.Resultsas such, will record revenue evenly over the course of Operations.OctoberJanuary 31, 2017.2018. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/ChiefOfficer (“CEO”) and Principal Financial Officer.Officer (“PFO”). Based on this evaluation, our CEO hasand PFO have concluded that our disclosure controls and procedures were ineffectivenot effective as of OctoberJanuary 31, 2017.have beenwere no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the last quarterly period covered by this reportquarter ended January 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.12six-monthnine-month period ended OctoberJanuary 31, 20172018, we did not sell anyissued and sold a total of 12,946,700 restricted shares of our common stock.None.13EXHIBIT NUMBER DESCRIPTION NUMBER DESCRIPTIONCoral Health Agreement, dated Jan 30, 2018, filed herewith3.1* Articles of Incorporation of the Company Filed September 15, 1995(Incorporated by reference to Form 10SB12G/ABasecoin Agreement, dated February 11, 2018, filed on June 30, 2006)herewith4.1* Form of Common Stock Certificate(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)Origin Protocol Agreement, dated February 19, 2018.10.1*10.4 Business.com.vn MOU(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)Equity Token Purchase Agreement for Chimes Series T Equity Token, dated February 5, 2018.10.2* Hotels.vn Marketing agreement(Business.com.vn agreement) (Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.3*Hotels Extension document (Business.com.vn extension)(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.4*Hi-Tek Reservation Engine agreement(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.5*Maxsima discount card(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.6*Hi-Tek service agreement(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.8*My BajaGuide.com MOU(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.9*Mexican association agreement(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.10*DotVN agreement(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.11*VTIC MOU(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.12*Consulting Agreement(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.13*Hi-Tek interest agreement(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.14*Hi-Tek Reservation Engine Extension(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.15*Independent contractors' agreement(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.16*Independent contractors' agreement(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.17*Hi-Tek Service agreement with attached schedule “A”(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)10.18*Share Purchase Agreement(Incorporated by reference to Form 10-K filed August 30, 2017)10.19*Change order of Discharge(Incorporated by reference to Form 10-Q filed August 31, 2017)31.1**Certification of the Chief Executive Officer and Chief Financial Officer to Exchange Act Rule 13a-14(a)32.1** Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of the Chief Executive Officer and Chief Financial Officer to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350101.INS**Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instances Document 101.SCH**101.SCH XBRL Taxonomy Extension Schema Document 101.CAL**101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF**101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB**101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE**101.PRE XBRL Taxonomy Extension Presentation Linkbase Document ___________* These documents are incorporated herein by reference as exhibits hereto. Following the description of each such exhibit is a reference to the document as it appeared in a specified report previously filed with the SEC, to which there have been no amendments or changes.** Filed or Furnished herewith.14 Date: December 15, 2017June 24, 2019 By: Patrick MoynihanPaul Kim Patrick MoynihanPaul KimChairman andInterim Chief Executive Officer and Chief Financial Officer15