UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORM
10-Q/A [X]10-Qþ QUARTERLY REPORT UNDER SECTION 13 OR
15(D)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED SEPTEMBERFor the quarterly period endedSeptember 30,
2002 or2019☐ TRANSITION REPORT UNDER SECTION 13 OR
15(D)15 (d) OF THESECURITIESEXCHANGE ACTOF 1934For the transition period from _________ to _________
Commission
file No. 0-12641 [GRAPHIC OMITED] IMAGING TECHNOLOGIESFile Number:000-12641DALRADA FINANCIAL CORPORATION
(Exact name(Name of
registrant as specifiedSmall Business Issuer in its charter)
| DELAWARE | 13-0021693 |
| (state or other jurisdiction of incorporation or organization) | (I.R.S. Employer |
600 La Terraza Blvd., Escondido, California 92127
(Address92025
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code: (858) 451-6120
Check
858-283-1253
Issuer’s telephone number
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]☐ Noþ
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [_] No [ ]
The number[X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of shares outstanding“large accelerated filer”, “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the registrant'sExchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| Emerging growth company ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No þ
As of February 10, 2020, the registrant’s outstanding stock consisted of 60,999,128 common stock asshares.
DALRADA FINANCIAL CORPORATION.
Table of November
22, 2002 was 93,777,896.
This amendmentContents
| 2 |
Item 1. Financial Statements
DALRADA FINANCIAL CORPORATION
Consolidated Financial Statements
For the Quarterly Period Ended September 30, 2019
| 3 |
PART I - FINANCIAL INFORMATION
DALRADA FINANCIAL CORPORATION
Condensed Consolidated Balance Sheets
(unaudited)
| September 30, 2019 $ | June 30, 2019 $ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 12,694 | 963 | ||||||
| Accounts receivable | 9,343 | 27,959 | ||||||
| Prepaid expenses and deposits | 5,000 | – | ||||||
| Inventory | 16,557 | 18,768 | ||||||
| Total current assets | 43,594 | 47,690 | ||||||
| Property and equipment | 7,778 | 5,500 | ||||||
| Total assets | 51,372 | 53,190 | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | 53,023 | 25,250 | ||||||
| Accrued Liabilities | 23,685 | 23,522 | ||||||
| Accrued payroll taxes, penalties and interest | 11,174,724 | 10,980,278 | ||||||
| Accounts payable and accrued liabilities – related parties | 570,488 | 479,512 | ||||||
| Notes payable – related parties | 610,827 | 305,272 | ||||||
| Convertible note payable – related party | 1,875,000 | 1,875,000 | ||||||
| Total liabilities | 14,307,747 | 13,688,834 | ||||||
| Commitments and contingencies (Note 7) | – | – | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock Authorized: 100,000 shares with a par value of $1,000 per share Issued and outstanding: nil and nil shares, respectively | – | – | ||||||
| Common stock Authorized: 1,000,000,000 shares with a par value of $0.005 per share Issued and outstanding: 48,281,128 and 47,281,128 shares, respectively | 241,406 | 241,406 | ||||||
| Additional paid-in capital | 91,086,179 | 91,086,179 | ||||||
| Accumulated deficit | (105,583,960 | ) | (104,963,229 | ) | ||||
| Total stockholders’ deficit | (14,256,375 | ) | (13,635,644 | ) | ||||
| Total liabilities and stockholders’ deficit | 51,372 | 53,190 | ||||||
(The accompanying notes are an integral part of these condensed consolidated financial statements)
| 4 |
DALRADA FINANCIAL CORPORATION
Condensed Consolidated Statements of Operations
(unaudited)
| Three months ended September 30, 2019 $ | Three months ended September 30, 2018 $ | |||||||
| Revenue | 17,317 | – | ||||||
| Cost of revenue | 6,611 | – | ||||||
| Gross profit | 10,706 | – | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | 271,024 | 124,959 | ||||||
| Expenses incurred on terminated acquisition | 149,826 | – | ||||||
| Total operating expense | 420,850 | 124,959 | ||||||
| Loss before other income (expense) | (410,144 | ) | (124,959 | ) | ||||
| Other income (expense): | ||||||||
| Interest expense | (210,587 | ) | (208,057 | ) | ||||
| Net loss | (620,731 | ) | (333,016 | ) | ||||
| Net loss per share, basic | (0.01 | ) | (0.01 | ) | ||||
| Net loss per share, diluted | (0.01 | ) | (0.01 | ) | ||||
| Weighted average common shares outstanding, basic and diluted | 48,281,128 | 47,281,128 | ||||||
(The accompanying notes are an integral part of these condensed consolidated financial statements)
| 5 |
DALRADA FINANCIAL CORPORATION
Condensed Consolidated Statements of Stockholders’ Deficit
(unaudited)
| Common Stock | Preferred Stock | |||||||||||||||||||||||||||
| Additional Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| June 30, 2018 | 47,281,128 | $ | 236,406 | – | – | $ | 91,052,594 | $ | (104,291,857 | ) | $ | (13,002,857 | ) | |||||||||||||||
| Net loss | – | – | – | – | – | (333,016 | ) | (333,016 | ) | |||||||||||||||||||
| September 30, 2018 | 47,281,128 | $ | 236,406 | – | $ | – | $ | 91,052,594 | $ | (104,624,873 | ) | $ | (13,335,873 | ) | ||||||||||||||
| Common Stock | Preferred Stock | |||||||||||||||||||||||||||
| Additional Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| June 30, 2019 | 48,281,128 | $ | 241,406 | – | – | $ | 91,086,179 | $ | (104,963,229 | ) | $ | (13,635,644 | ) | |||||||||||||||
| Net loss | – | – | – | – | – | (620,731 | ) | (620,731 | ) | |||||||||||||||||||
| September 30, 2019 | 48,281,128 | $ | 241,406 | – | $ | – | $ | 91,086,179 | $ | (105,583,960 | ) | $ | (14,256,375 | ) | ||||||||||||||
(The accompanying notes are an integral part of these condensed consolidated financial statements)
| 6 |
DALRADA FINANCIAL CORPORATION
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Three months ended September 30, 2019 $ | Three months ended September 30, 2018 $ | |||||||
| Operating activities | ||||||||
| Net loss | (620,731 | ) | (333,016 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 18,616 | – | ||||||
| Inventory | 2,211 | – | ||||||
| Prepaid expenses and other current assets | (5,000 | ) | – | |||||
| Accounts payable | 4,392 | (1,073 | ) | |||||
| Related party advances | 132,091 | (24,785 | ) | |||||
| Accrued compensation | – | 65,000 | ||||||
| Accrued liabilities | 163 | – | ||||||
| Accrued payroll taxes | 194,446 | 208,057 | ||||||
| Net cash used in operating activities | (273,812 | ) | (85,817 | ) | ||||
| Investing Activities | ||||||||
| Purchase of property and equipment | (2,278 | ) | – | |||||
| Net cash used in investing activities | (2,278 | ) | – | |||||
| Financing activities | ||||||||
| Proceeds from related party notes payable | 287,821 | 84,317 | ||||||
| Net cash provided by financing activities | 287,821 | 84,317 | ||||||
| Increase (decrease) in cash | 11,731 | (1,500 | ) | |||||
| Cash, beginning of period | 963 | 5,486 | ||||||
| Cash, end of period | 12,694 | 3,986 | ||||||
| Supplemental Disclosures | ||||||||
| Interest paid | – | – | ||||||
| Income tax paid | – | – | ||||||
| Non-cash investing and financing activities: | ||||||||
| Transfer of related party advances to related party notes payable | 37,469 | – | ||||||
(The accompanying notes are an integral part of these condensed consolidated financial statements)
| 7 |
DALRADA FINANCIAL CORPORATION
Notes to the Registrant's Form 10-Q includes adjustments relatedCondensed Consolidated Financial Statements
(unaudited)
| 1. | Organization and Nature of Operations |
Dalrada Financial Corporation (the “Company”) was incorporated in September 1982 under the laws of the State of California, and reincorporated in May 1983 under the laws of the State of Delaware.
In June 2018, the Company created a new subsidiary, Dalrada Precision Corp. (“Dalrada Precision”), a mechanical contract provider. It extends the client’s engineering and operations team by helping devise bespoke manufacturing solutions tailored to revenue recognitionits products. Dalrada Precision can enter at any stage of the product lifecycle from concept and design to mass production and logistics. In October 2018, the Company created a new subsidiary, Dalrada Health Products Corp (“Dalrada Health”). Dalrada Health will partner with client companies for its professional employer organization (PEO) business
segment. Accordingly, the document includes changes on itsdistribution of medical disposables, hospital equipment and furniture, medical devices, laboratory and dental products. In May 2019, Dalrada Health acquired a new subsidiary, C2C Life Sciences, Inc. (“C2C”). On November 1, 2019, the acquisition was rescinded, as the Company never gained control over C2C. Such costs incurred in connection with this rescinded acquisition, have been reflected in these consolidated
statements of operations, the applicable notes to the financial statements and
management's discussion and analysis of operations.
as expenses incurred on terminated acquisition.
The effect of the reported changes is a reduction in PEO revenues and changes in
the allocation of costs. Operating and net loss for the CompanyCompany's principal executive offices are not affected
by these changes.
IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
(in thousands, except share data)
(unaudited)
2002 2001
--------------- ---------------
Revenues
Sales of products. . . . . . . . . . . . . . . . . . . $ 486 $ 1,057
Software, licenses and royalties . . . . . . . . . . . 138 21
PEO services (gross billings of $2,822, less worksite
employee payroll costs of $2,430). . . . . . . . . . 392 -
--------------- ---------------
1,016 1,078
--------------- ---------------
Costs and expenses
Cost of products sold. . . . . . . . . . . . . . . . . 235 598
Cost of licenses and royalties . . . . . . . . . . . . 21 -
Cost of PEO services . . . . . . . . . . . . . . . . . 142 -
--------------- ---------------
Total cost of revenues . . . . . . . . . . . . . . . . . . 398 598
--------------- ---------------
Operating expenses:
Selling, general, and administrative . . . . . . . . . 2,053 1,413
Research and development. . . . . . . . . . . . . . . - 72
--------------- ---------------
2,053 1,485
--------------- ---------------
Loss from operations. . . . . . . . . . . . . . . . . . . . (1,435) (1,005)
--------------- ---------------
Other income (expense):
Interest and finance costs, net. . . . . . . . . . . . (621) (177)
Other. . . . . . . . . . . . . . . . . . . . . . . . . 4 -
--------------- ---------------
(617) (177)
--------------- ---------------
Loss before income taxes. . . . . . . . . . . . . . . . . . (2,052) (1,182)
Income tax benefit (expense). . . . . . . . . . . . . . . . - -
--------------- ---------------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . $ (2,052) $ (1,182)
=============== ===============
Earnings (loss) per common share
Basic. . . . . . . . . . . . . . . . . . . . . . . . . $ (0.08) $ (0.14)
=============== ===============
Diluted. . . . . . . . . . . . . . . . . . . . . . . . $ (0.08) $ (0.14)
=============== ===============
Weighted average common shares. . . . . . . . . . . . . . . 24,662 8,549
=============== ===============
Weighted average common shares - assuming dilution. . . . . 24,662 8,549
=============== ===============
See Notes to Consolidated Financial Statements.
IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
(unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unauditedlocated at 600 La Terraza Blvd., Escondido, California 92025.
Going Concern
These consolidated condensed financial statements of
Imaging Technologies Corporation and Subsidiaries (the "Company" or "ITEC") have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2019, the Company has a working capital deficit of $14,264,153 and an accumulated deficit of $105,583,960. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, related parties, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"“SEC”) for quarterly reports on Form 10-Qinterim financial reporting. These consolidated financial statements are unaudited and, do notin our opinion, include all of the
information and note disclosures required by generally accepted accounting
principles. These financial statements and notes herein are unaudited, but in
the opinion of management, include all the adjustments, (consisting onlyconsisting of normal recurring adjustments)adjustments and accruals necessary for a fair presentation of the Company's
financial position,our balance sheets, operating results, of operations, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for fiscal year 2020. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto foraccompanying notes.
| 2. | Summary of Significant Accounting Policies |
| (a) | Basis of Presentation |
These consolidated financial statements of the years ended
June 30, 2002, 2001, and 2000 includedCompany have been prepared in accordance with accounting principles generally accepted in the Company's Annual Report on Form
10-K filed withUnited States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is June 30.
| (b) | Principles of Consolidation |
These consolidated financial statements include the SEC. Interim operating results are not necessarily
indicativeaccounts of operating results for any future interim period or for the full
year.
NOTE 8. SEGMENT INFORMATION
During the period ended September 30, 2002, the Company managed and internally
reported the Company's business as four (4) reportable segments: (1) imaging
products and accessories; (2) imaging software; (3) e-commerce; and (4)
professional employer organization
| 8 |
| (c) | Use of Estimates |
The preparation of these consolidated accounts receivable or total consolidated
revenues.
NOTE 10 REVENUE RECOGNITION - PEO SEGMENT
The Company recognizes its revenues associatedfinancial statements in conformity with its PEO business pursuantUS GAAP requires management to EITF 99-19 "Reporting Revenue Gross as a Principal versus Net as an Agent."
Previously,make estimates and assumptions that affect the Company reported its worksite employees as a componentamounts of direct
costs, The Company's revenues are now reported netassets and liabilities and disclosure of worksite employee payroll
cost (net method). To conform tocontingent assets and liabilities at the net method, the Company reclassified
worksite employee payroll costsdate of $2.43 million for the three months ended
September 30, 2002 from direct costs to revenues. This reclassification had no
effect on gross profit, operating loss, or net loss.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in
this Quarterly Report on Form 10-Q.the reported amounts of revenues and expenses during the reporting period. The discussion of the Company's business
contained in this Quarterly Report on Form 10-Q may contain certain projections,Company regularly evaluates estimates and other forward-looking statements that involve a numberassumptions related to the valuation of risksinventory, valuation of accrued payroll tax liabilities, variables used in the computation of share-based compensation, and uncertainties, including those discussed below at "Risks and Uncertainties."
While this outlook represents management's current judgment on the future
direction of the business, such risks and uncertainties could cause actual
results to differ materially from any future performance suggested below. deferred income tax asset valuation allowances.
The Company undertakes no obligationbases its estimates and assumptions on current facts, historical experience and various other factors that it believes to release publiclybe reasonable under the circumstances, the results of any
revisions to these forward-looking statements to reflect events or circumstances
arising afterwhich form the date hereof.
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
We believebasis for making judgments about the following accounting policiescarrying values of assets and liabilities and the accrual of costs and expenses that are critical and/or require
significant judgmentsnot readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates used inand the preparationactual results, future results of our consolidated
financial statements:
operations will be affected.
| (d) | Revenue Recognition |
The Company recognizes and direct cost recognition - We accountaccounts for our revenuesrevenue in accordance with EITF 99-19. Our PEO segment revenues are derived from our gross billings,
which areASC 606 as a principal on the sale of goods.Pursuant toASC 606,revenue is measured based on (i) the payroll costa consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of our worksite employees; and (ii)third parties. The Company recognizes revenue when it satisfies a markup computed asperformance obligation by transferring control over a percentage of the payroll cost. product or service to a customer.
The gross billings are
invoiced concurrently with each periodic payroll of our worksite employees.
Revenues are recognized ratably over the payroll period as worksite employees
perform their service at the client worksite. Revenues that have been recognized
but not invoiced are included in unbilled accounts receivable on our
Consolidated Balance Sheets.
Previously, we included both components of our gross PEO billings in revenues
(gross method) due primarily to the assumption of significant contractual rights
and obligations associated with being an employer, including the obligation for
the payment of the payroll costs of our worksite employees. We assume our
employer obligations regardless of whether we collect our gross billings. After
discussions with the Securities and Exchange Commission staff, we have changed
our presentation of revenues from the gross method to an approach that presents
our revenues net of worksite employee payroll costs (net method) primarily
because we are not generally responsible for the output and quality of work
performed by the worksite employees.
In determining the pricing of the markup component of the gross billings, we
take into consideration estimates of the costs directly associated with our
worksite employees, including payroll taxes, benefits and workers' compensation
costs, plus an acceptable gross profit margin. As a result, our operating
results are significantly impacted by our ability to accurately estimate,
control and manage our direct costs relative to the revenuesCompany’s revenue is derived from the markup componentsales of our gross billings.
To conformits products, which represents net sales recorded in the Company’s consolidated statements of operations. Product sales are recognized when performance obligations under the terms of the contract with the customer are satisfied. Typically, this would occur upon transfer of control, including passage of title to the customer and transfer of risk of loss related to those goods. The Company measures revenue as the amount of consideration to which it expects to be entitled in exchange for transferring goods (transaction price). The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. The Company bases its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns and allowances that have not yet been received by the Company. The actual amount of customer returns and allowances is inherently uncertain and may differ from the Company’s estimates. If the Company determines that actual or expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as appropriate, to net method, we reclassified worksite employee payroll costssales in the period in which it makes such a determination. Reserves for returns, and markdowns are included within accrued expenses and other liabilities. Allowance and discounts are recorded in accounts receivable, net and the value of $2.43 millioninventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the consolidated balance sheets.
| (e) | Stock-based Compensation |
The Company records stock-based compensation in accordance with ASC 718,Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the three monthsissuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
| (f) | Comprehensive Loss |
ASC 220,Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As of September 30, 2019, and 2018, the Company has no items representing comprehensive income or loss.
| 9 |
| (g) | Basic and Diluted Net Loss per Share |
The Company computes net income (loss) per share in accordance with ASC 260,Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.
There were no outstanding dilutive securities during the quarter ended September 30, 2002 from direct costs to
revenues. This reclassification had no effect on gross profit, operating loss,
or net loss.
Consistent with our revenue recognition policy, our direct costs do not include
the payroll cost2018. The weighted average number of our worksite employees. Our direct costs associated with our
PEO revenue generating activities are comprised of all other costscommon stock equivalents related to our worksite employees, such asconvertible notes payable was not included in diluted loss per share, because the employer portion of payroll-related taxes,
employee benefit plan premiums and workers' compensation insurance premiums.
RESULTS OF OPERATIONS NET REVENUES
Revenues were $1.0 million and $1.1 million for the quarters ended
September 30, 2002 and 2001, respectively. The (10%) decrease in sales was due
primarily substantial reduction in product sales.
PEO Services
- -------------
PEO revenues were $392 thousand (derived from gross billings of $2.8
million less employee payroll costs of $2.4 million)effects are antidilutive, for the quarter ended September 30, 2002. The Company entered this business segment through
acquisitions in November 2001. Consequently, there2019. There were no reported PEO revenues
in the prior year period.
COST OF PRODUCTS SOLD
PEO Services
- -------------
Costs of PEO services were $142 thousand (36% of PEO revenues) for the
period ended September 30, 2002. The Company began providing these services
pursuant to acquisitions in the current fiscal year. Accordingly, there are no
comparative results for the prior year periods. (Also see "Risk Factors" relatedadjustments to the Company's PEO business.)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $2.1 million (202% of total
revenues) and $ 1.4 million (131% of total revenues) fornumerator during the quarters ended September 30, 20022019 and 2001, respectively. While2018.
| (h) | Recent Accounting Pronouncements |
In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance.
In February 2018, the FASB issued guidance that permits the Company to reclassify disproportionate tax effects in accumulated other comprehensive income caused by the Tax Cuts and Jobs Act of 2017 to retained earnings. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11 which simplifies the accounting for certain financial instruments with down round features. The new standard will reduce income statement volatility for companies that issue warrants and convertible instruments containing such expenses increased by
$700,000 (50%)features. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the new guidance.
In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The company adopted this standard in fiscal year 2020 and expects it to have a material impact on the Company’s consolidated financial statements due to lease agreement discussed in footnote 7. The lease commences October 1st 2019.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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| 3. | Accrued Payroll Taxes |
As of September 30, 2019, and June 30, 2019, the Company had $11,174,724 and $10,980,278, respectively, of accrued payroll taxes, penalties and interest relating to calendar years 2004 - 2007. The total balance for accrued payroll taxes has accumulated on a quarterly basis beginning on their respective quarterly filing dates. Accrued interest is compounded daily at an estimated effective interest rate of 7.33%. The quarterly sub-totals that make up the $11,174,724 balance have a calculated expiration date of 10 years according to the Internal Revenue Service statute of limitations. As the tax periods surpass their estimated expiration date, the Company removes the liability from the consolidated balance sheets, and an equivalent amount is recognized as “Gain on expiration of accrued payroll taxes” within other income on the consolidated statements of operations. For quarters ended September 30, 2002 as compared to2019 and 2018, the previous year, they have decreased as a percentageCompany recognized $194,446 and $208,057, respectively, of total revenues. Selling,
generalpenalties and administrative expenses consisted primarilyinterest within interest expense on the consolidated statements of general corporation
functions, salaries, facilities, and fees for professional services, including
legal expenses. The increase in selling, general and administrative expenses inoperations. For the periodquarters ended September 30, 20022019 and 2018, the Company recognized $0 and $0, respectively, within “Gain on expiration of accrued payroll taxes” as compareda result of quarterly tax liabilities that expired during the fiscal years. The amount owing may be subject to additional late filing fees and penalties that are not quantifiable as of the year-earlier period was
due primarily to costs associated with the Company's PEO business, including
promotional costs and salaries. However, management continues to pare its
overall operating expenses, including reductions in personnel and facilities.
RISKS AND UNCERTAINTIES
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IF OUR FOREIGN ACCOUNTS RECEIVABLE ARE NOT COLLECTIBLE, A NEGATIVE IMPACT ON OUR
CONTINUED OPERATIONS AND OVERALL FINANCIAL PERFORMANCE COULD RESULT.
We conduct business globally. Accordingly, our future results could be adversely
affected by a varietydate of uncontrollable and changing factors including: (1)
foreign currency exchange fluctuations; (2) regulatory, political or economic
conditions in a specific country or region; (3) the imposition of governmental
controls; (4) export license requirements; (5) restrictions on the export of
critical technology; (6) trade restrictions; (7) changes in tariffs; (8)
government spending patterns; (9) natural disasters; (10) difficulties in
staffing and managing international operations; and (11) difficulties in
collecting accounts receivable.these consolidated financial statements. In addition, the lawsCompany periodically reviews the historical filings in determining if the statute has been paused or extended by the Internal Revenue Service.
| 4. | Notes Payable – Related Parties |
a) During the year ended June 30, 2019, the Company issued a $38,615 promissory note to a related party for compensation paid by the related party on behalf of certain countries do not protect our productsthe Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and intellectual property rightsis due 360 days from the date of issuance. As of September 30, 2019, the outstanding principal balance of the promissory note was $38,615 and the accrued interest is $290.
b) During the year ended June 30, 2019, the Company issued a $37,469 promissory note to a related party for legal services and other expenses incurred to reinstate the Company to a current status with the state of Delaware. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2019, the outstanding principal balance of the promissory note was $37,469 and the accrued interest is $281.
c) As of June 30, 2019, the Company owed $2,250 to a related party company controlled by the Chief Executive Officer of the Company for management fees, which consists of accounting and administrative services. The Company is charged $4,500 on a monthly basis, $1,125 of which is allocated each month to Dalrada Health Products. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2019, the outstanding principal balance of the promissory note was $2,250 and the accrued interest is $17.
d) As of June 30, 2019, the Company owed $1,630 to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the same extent asproposed C2C acquisition which did not occur. Under the lawsterms of the United
States.
We intendnote, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2019, the outstanding principal balance of the promissory note was $1,630 and the accrued interest is $12.
e) As of June 30, 2019, the Company owed $262,197 to pursue international markets as key avenuesa related party for growthreimbursement of compensation to employees and to
increase the percentage of sales generated in international markets. In our
2002, 2001 and 2000 fiscal years, product, software, and licensing sales outside
the United States represented approximately 12%, 22%, and 4% of our net sales,
respectively. We expect product sales outside the United States to continue to
represent a significant portion of our sales. As we continue to expand our
international sales and operations, our business and overall financial
performance may be adversely affectedpayroll services paid by the factors stated above.
PART II - OTHER INFORMATION
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ITEM 6. EXHIBITS
(a) Exhibits:
99.1 - Certifications pursuant to Section 906related party on behalf of the Sarbanes-OxleyCompany. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2019, the outstanding principal balance of the promissory note was $262,197 and the accrued interest is $1,966.
f) On September 30, 2019, the Company issued a $131,265 promissory note to a related party for reimbursement of compensation to employees and payroll services paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance.
g) On September 30, 2019, the Company issued a $2,075 promissory note to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance.
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h) On September 30, 2019, the Company issued a $3,375 promissory note to a related party company controlled by the Chief Executive Officer of the Company for management fees, which consists of accounting and administrative services for which the Company is charged $1,125 on a monthly basis. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance.
i) On September 30, 2019, the Company issued a $36,370 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance.
j) On September 30, 2019, the Company issued a $1,865 promissory note to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance.
k) On September 30, 2019, the Company issued a $93,137 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance.
| 5. | Convertible Note Payable – Related Parties |
As of June 30, 2019, the Company issued a convertible note for $1,875,000 to the Chief Executive Officer of the Company for compensation. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. On June 30, 2019, the Company issued note agreement which included a conversion feature of the outstanding balance at $0.034 per share. As the conversion price was equal to the fair value of the common shares on the date of the agreement, there was no beneficial conversion feature. As of September 30, 2019, the outstanding principal balance of the promissory note was $1,875,000 and the accrued interest is $14,063.
| 6. | Related Party Transactions |
As of September 30, 2019, and June 30, 2019, the Company owed $570,488 and $479,512 respectively to related parties for reimbursement of various operating expenses, which has been recorded in accounts payable and accrued liabilities – related parties. This amount includes $40,500 of management fees, which consists of accounting and administrative services to Trucept Inc., a related party company controlled by the Chief Executive Officer of the Company. The management fee agreement calls for monthly payments of $4,500. The agreement is ongoing until terminated by either party.
See Notes 4, 5, 6 and 8 for additional related party transactions.
| 7. | Commitments and Contingencies |
| (a) | On September 1, 2019, the Company, entered into a three-year lease agreement to lease a commercial building in Escondido, California. The building is owned by related party. Under the terms of the lease agreement, the Company is committed to the following minimum lease payments: |
| Fiscal year ended | $ | |||
| June 30, 2020 | 12,804 | |||
| June 30, 2021 | 17,457 | |||
| June 30, 2022 | 17,980 | |||
| June 30, 2023 | 18,112 | |||
| Total minimum lease payments | 66,353 | |||
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| 8. | Subsequent Events |
| (a) | Likido Ltd. (HQ) |
| On December 6, 2019, Dalrada, via its wholly owned subsidiary, Dalrada Precision, acquired, by stock exchange agreement, one hundred percent of Likido Ltd. (HQ) in exchange of 6,118,000 shares of the Company’s common stock. Likido, a United Kingdom engineering-design company based in Edinburgh, Scotland. Likido is an international technology company, developing advanced solutions for the harvesting and recycling of energy. Using its novel, heat pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular process technologies to maximize the capture and reuse of thermal energy for integrated heating and cooling applications. With uses across industrial, commercial and residential sectors, Likido provides cost savings and the minimized carbon emissions across global supply chains. Likido's technologies enable the effective recovery and recycling of process energy, mitigating against climate change and enhancing quality of life through the provision of low-carbon heating and cooling systems. In connection with the purchase of Likido, the Company is obligated to fund operations for a total up to $600,000. Subsequent to September 30, 2019, the Company issued Stuart Cox 6,118,000 shares as of February 4, 2020 in exchange for 100% of Likido’s issued and outstanding shares held by Mr. Cox. The Company is still determining the impact of this transaction on the financial statements including the purchase price and the allocation of such. | ||
| (b) | Prakat stock issuance. | |
| On January 9, 2020, DFCO purchased seventy four percent (74%) of the issued and outstanding common equity shares of Prakat Solutions Inc. a Texas corporation, (“Prakat”). The purchase was made by means of a Stock Purchase Agreement (“SPA”). The consideration for the share purchase was three million six hundred thousand, (3,600,000) common equity shares of DFCO. Prakat has a wholly owned subsidiary based in India, Prakat Solutions Private Limited, which provides global customers with software and technology solutions specializing in Test Engineering, Accessibility Engineering, Product Engineering and Application Modernization. The Prakat India team provides end to end Product Engineering services across various domains, including – Banking & Financial Services, Telecom, Retail, Healthcare, Manufacturing, Legal and IT Infrastructure. Prakat India is an ISO 9001 Certified Company . The Company is still determining the impact of this transaction on the financial statements including the purchase price and the allocation of such. | ||
| (c) | COO appointed for Dalrada Financial Corp. | |
| The Directors have affirmed and ratify the final agreement of the employment terms of Fawad Nisar as the Chief Operating Officer of Dalrada Financial Corp. The transaction was completed on January 6, 2020. The Company and Mr. Nisar have agreed in the Employment Terms, to, among other items, the issuance, as consideration for his accepting the position of COO of the Company, of Three Million (3,000,000) common shares of the Company. | ||
| (d) | Issuance of Series F Super Voting Preferred shares. | |
After September 30, 2019, Dalrada Financial Corporation designated and issued 5,000 shares of Series F Super Preferred Stock to the CEO. Each share of Series F Super Preferred Stock entitles the holder to the greater of (i) one hundred thousand votes for each share of Series F Super Preferred Stock, or (ii) the number of votes equal to the number of all outstanding shares of Common Stock, plus one additional vote such that the holders of Series F Super Preferred Stock shall always constitute a majority of the voting rights of the Corporation. In any vote or action of the holders of the Series F Super Preferred Stock voting together as a separate class required by law, each share of issued and outstanding Series F Super Preferred Stock shall entitle the holder thereof to one vote per share. | ||
| The holders of Series F Super Preferred Stock shall vote together with the shares of Common Stock as one class. |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis in conjunction with our financial statements, including the notes thereto, included in this Report. Some of the information contained in this Report may contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 2002 (18 U.S.C.1933, as amended (the “Act”) and Section 1350)
99.2 - Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
SIGNATURES
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Pursuant to the requirements21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by the registrantuse of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
Our net loss and limited working capital raise substantial doubt about our ability to continue as a going concern. We incurred a net loss of $620,731 during the quarter ended September 30, 2019. We will be required to raise substantial capital to fund our capital expenditures, working capital, and other cash requirements since our current cash assets are exhausted and we have generated no revenues to date to sustain our operations. We will continue to rely on related parties to fund our operations. We will need to seek other financing to complete our business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.
In addition to our current deficit, we expect to incur additional losses during the foreseeable future. Until we are able to successfully execute our business plan. Consequently, we will require substantial additional capital to continue our development and marketing activities. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.
We are incurring increased costs as a result of being a publicly-traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. For example, as a result of becoming a public company, we have created additional board committees and have adopted policies regarding internal controls and disclosure controls and procedures. In addition, we have incurred additional costs associated with our public company reporting requirements. In addition, these new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.
RESULTS OF OPERATIONS
Operating Revenues
During the quarter ended September 30, 2019, the Company recorded revenues of $17,317 as a result of manufactured components sold to a manufacturer of deep-ultraviolet light sources which included total cost of sales of $6,611 resulting in a gross profit of $10,706. The company did not have any sales revenue during the quarter ended September 30, 2018.
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Operating Expenses
Operating expenses for the quarter ended September 30, 2019 was $420,850 compared to operating expenses of $124,959 during the quarter ended September 30, 2018. The increase in operating expenses was due to an increase in the operating activity during the quarter, as most of fiscal 2019 was spent on development of the Company’s proposed business operations whereas fiscal 2020 focused on the implementation of the business operations. This resulted in an increase of selling, general and administrative expenses of $295,891.
Net Income (Loss)
Net loss for the quarter ended September 30, 2019 was $620,731 compared to a net loss of $333,016 during the quarter ended September 30, 2018. The Company also incurred interest expense of $210,587 for interest on outstanding payroll tax liability. During the quarter ended September 30, 2018, the Company incurred interest expense of $333,016 relating to interest on the outstanding payroll tax liability.
Liquidity and Capital Resources
As of September 30, 2019, the Company had a working capital deficit of $14,264,153 and an accumulated deficit of $105,583,960. The Company has few revenues and significant losses. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. Cash presently on hand is immaterial. We anticipate needing $1,000,000 over the next twelve months to fund operations for the production of our VIA kits, development of our Likido heating & cooling units, and the manufacturing of our extraction machine. Management is planning to support operations by raising capital, and by accelerating sales & marketing efforts to take pre-orders of our extraction machines (resulting in down-payments), the sales of high-margin heating & cooling units, precision parts, and healthcare VIA kits. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to obtain the necessary debt or equity financing, and generate profitable operations from the Company’s planned future operations. We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and activities and there are no plans to induce conversion of existing debt. There are no assurances that our plans will be successful. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Our audit firm included an explanatory paragraph in their report regarding substantial doubt about our Company’s ability to continue as a going concern.
Working Capital
As of September 30, 2019, the Company had current assets of $43,594 and current liabilities of $14,307,747 compared with current assets of $47,690 and current liabilities of $13,688,834 at September 30, 2018. The increase in the working capital deficit was mainly due to the increase in the tax liability due to interest, and the increase in related party notes payable.
Cash Flows
| Three months ended September 30, 2019 $ | Three months ended September 30, 2018 $ | |||||||
| Cash Flows from (used in) Operating Activities | (273,812 | ) | (85,817 | ) | ||||
| Cash Flows from (used in) Investing Activities | (2,278 | ) | – | |||||
| Cash Flows from (used in) Financing Activities | 287,821 | 84,317 | ||||||
| Net Increase (decrease) in Cash During Period | 11,731 | (1,500 | ) | |||||
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Cash flow from Operating Activities
During the three months ended September 30, 2019, the Company used $273,812 of cash for operating activities compared to $85,817 used during the three months ended September 30, 2018. The increase in the use of cash for operating activities was due to an overall increase in operations and cash flows received from financing activities that gave the Company more flexibility to incur more day-to-day operating costs.
Cash flow from Investing Activities
During the three months ended September 30, 2019 the Company purchased equipment for $2,278, during the three months ended September 30, 2018 the company did not have any investing activities.
Cash flow from Financing Activities
During the three months ended September 30, 2019, the Company $287,821 of cash was provided from financing activities as from the issuance of related party notes payable compared to $84,317 received from notes payable during the three months ended September 30, 2018.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Subsequent Events
| (a) | Likido Ltd. (HQ) | |
| On December 6, 2019, Dalrada, via its wholly owned subsidiary, Dalrada Precision, acquired, by stock exchange agreement, one hundred percent of Likido Ltd. (HQ) in exchange of 6,118,000 shares of the Company’s common stock. Likido, a United Kingdom engineering-design company based in Edinburgh, Scotland. Likido is an international technology company, developing advanced solutions for the harvesting and recycling of energy. Using its novel, heat pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular process technologies to maximize the capture and reuse of thermal energy for integrated heating and cooling applications. With uses across industrial, commercial and residential sectors, Likido provides cost savings and the minimized carbon emissions across global supply chains. Likido's technologies enable the effective recovery and recycling of process energy, mitigating against climate change and enhancing quality of life through the provision of low-carbon heating and cooling systems. In connection with the purchase of Likido, the Company is obligated to fund operations for a total up to $600,000. Subsequent to September 30, 2019, the Company issued Stuart Cox 6,118,000 shares as of February 4, 2020 in exchange for 100% of Likido’s issued and outstanding shares held by Mr. Cox. | ||
| (b) | Prakat Inc. | |
On January 9, 2020, DFCO purchased seventy four percent (74%) of the issued and outstanding common equity shares of Prakat Solutions Inc. a Texas corporation, (“Prakat”). The purchase was made by means of a Stock Purchase Agreement, (“SPA”). The consideration for the share purchase was three million six hundred thousand, (3,600,000) common equity shares of DFCO. Prakat has a wholly owned subsidiary based in India, Prakat Solutions Private Limited, which provides global customers with software and technology solutions specializing in Test Engineering, Accessibility Engineering, Product Engineering and Application Modernization. The Prakat India team provides end to end Product Engineering services across various domains, including – Banking & Financial Services, Telecom, Retail, Healthcare, Manufacturing, Legal and IT Infrastructure. Prakat India is an ISO 9001 Certified Company. |
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| (c) | COO appointed for Dalrada Financial Corp. | |
The Directors have affirmed and ratify the final agreement of the employment terms of Fawad Nisar as the Chief Operating Officer of Dalrada Financial Corp. The transaction was completed on January 6, 2020. The Company and Mr. Nisar have agreed in the Employment Terms, to, among other items, the issuance, as consideration for his accepting the position of COO of the Company, of Three Million (3,000,000) common shares of the Company. | ||
| (d) | Issuance of Series F Super Voting Preferred shares. | |
After September 30, 2019, Dalrada Financial Corporation designated and issued 5,000 shares of Series F Super Preferred Stock to the CEO. Each share of Series F Super Preferred Stock entitles the holder to the greater of (i) one hundred thousand votes for each share of Series F Super Preferred Stock, or (ii) the number of votes equal to the number of all outstanding shares of Common Stock, plus one additional vote such that the holders of Series F Super Preferred Stock shall always constitute a majority of the voting rights of the Corporation. In any vote or action of the holders of the Series F Super Preferred Stock voting together as a separate class required by law, each share of issued and outstanding Series F Super Preferred Stock shall entitle the holder thereof to one vote per share. | ||
The holders of Series F Super Preferred Stock shall vote together with the shares of Common Stock as one class. |
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in note (1) of the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.
Stock-Based Compensation
The Company records stock-based compensation in accordance with ASC 718,Compensation – Stock Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
Recently Issued Accounting Pronouncements
In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance.
In February 2018, the FASB issued guidance that permits the Company to reclassify disproportionate tax effects in accumulated other comprehensive income caused by the Tax Cuts and Jobs Act of 2017 to retained earnings. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11 which simplifies the accounting for certain financial instruments with down round features. The new standard will reduce income statement volatility for companies that issue warrants and convertible instruments containing such features.
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The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption for fiscal years beginning after December 15, 2018 is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the new guidance.
In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The company adopted this standard in fiscal year 2020 and expects it to have a material impact on the Company’s consolidated financial statements due to lease agreement discussed in footnote 7. The lease commences October 1st 2019.
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed below in our financial statements.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. The control weaknesses mentioned below were first identified during the year ended June 30th 2019, and remain unremedied.
(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
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Limitations on the Effectiveness of Internal Controls
Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("2013 COSO Framework").
A material weakness is a deficiency or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our management concluded we have a material weakness due to the following :
Accounting and Financial Reporting Policies and Procedures
The Company does not currently have a comprehensive and formalized accounting and financial reporting policies and procedures manual, nor do they have sufficient informal practices in place to efficiently and effectively complete a majority of the aspects of financial reporting, including performing reconciliations and preparing adequate and complete schedules. Management Plans to establish comprehensive financial reporting policies which include performing reconciliations and preparing adequate and complete schedules during fiscal year 2020.
Tracking of Contracts and Agreements
The Company should keep a master file in a centralized location of all executed contracts and agreements that the Company has entered into. In addition, the Company should document any significant transaction in an agreement. Centralizing master documents and putting them with a responsible party that is authorized to see all master documents should increase management’s ability to quickly track down important documents in the course of business and during financial reporting periods. Management plans to keep a master file in a centralized location of all executed contracts and agreements that the Company has entered into beginning fiscal year 2020.
Identification and Disclosure of Related Party Transactions
The Company does not have a formal process for identification of related parties. The Company should prepare and maintain a listing of related parties, which should be used a reference when processing transactions. The Company is currently dependent on capital from these related parties for whom make payments directly to company vendors. These procedures have resulted in the Company missing or being unaware of payments. On a go forward basis, the related party should advance the funds to the Company who in turn should make all vendor payments. This would reduce the risk of omitting the accounting for and disclosures of transactions that are paid for by related parties on the Company’s behalf. Management plans to prepare and maintain a listing of related parties, which will be used a reference when processing transactions beginning fiscal year 2020.
Account Reconciliations
All necessary monthly account reconciliations are not prepared and reviewed by management. The Company should make a listing of all reconciliations that need preparing at each period’s end along, with the manager who will review such reconciliations. Management plans to review all monthly account reconciliations during fiscal year 2020.
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Evidence and Retention of Financial Data Review
The Company should document and retain all management reviews related to financial data. This includes reviews of reconciliations, accounts receivable, accounts payable, financial reports, budgets, etc. Management review procedures related to financial data should also be included in the accounting policies and procedures manual. Management plans to retain reviews of reconciliations, accounts receivable, accounts payable, financial reports, budgets, etc. during fiscal year 2020.
Accruing Liabilities and Cut-off Procedures for Accounts Payable
The Company currently does not have procedures in place to properly cut-off accounts payable and the accrual of un-invoiced liabilities. When services are performed that relate to a particular reporting period, the expenses related to those services should be properly accrued. Management plans to establishing proper cut-off procedures and will list all monthly accruals to more accurately track such liabilities during fiscal year 2020.
Based on this evaluation and because of the material weaknesses, management has concluded that our internal control over financial reporting was not effective as of September 30, 2019.
This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the company to provide only management's report on internal control in this annual report.
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None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None noted
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
None noted
Exhibit Number | Exhibit Description |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer and Chief 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 Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase |
| 21 |
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this reportReport to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: July1, 2003
IMAGING TECHNOLOGIES CORPORATION (Registrant)
By: /s/
_____________________________________
Brian Bonar
Chairman
| Dalrada Financial Corporation | |
| By: /s/Brian Bonar | |
| Date: February 26, 2020 | Brian Bonar |
| Chief Executive Officer | |
Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and Chief Executive Officer,in the capacities and Chief Accounting Officer
By: /s/
_____________________________________
James R. Downey, Jr.
Chief Accounting Officer
on the dates indicated.
| Signature | Title | Date |
| /s/Brian Bonar | Chief Executive Officer | February 26, 2020 |
| Brian Bonar | and Director |
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