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MMND Mastermind

Filed: 22 Feb 21, 4:36pm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2020

Or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number: 000-26533

 

MASTERMIND, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

82-3807447

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

1450 W. Peachtree St. NW, Atlanta, Georgia

 

30309

(Address of principal executive offices)

 

(Zip Code)

 

(678) 420-4000

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically 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 ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange 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 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 Exchange Act). Yes ☐     No ☒

 

As of February 21, 2021, there were 34,505,520 shares of the registrant’s Common Stock outstanding.

 

 

 

 

Mastermind, Inc.

 

Table of Contents

Form 10-Q

 

 

 

Page

Part I

Financial Information

 

 

 

 

Item 1

Consolidated Financial Statements (unaudited)

 

 

Consolidated Balance Sheets at December 31, 2020 and September 30, 2020

3

 

Consolidated Statements of Operations for the three months ended December 31, 2020 and 2019

4

 

Consolidated Statements of Stockholders’ Equity for the three months ended December 31, 2020 and 2019

5

 

Consolidated Statements of Cash Flows for the three months ended December 31, 2020 and 2019 

6

 

Notes to Consolidated Financial Statements

7

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3

Quantitative and Qualitative Disclosures About Market Risk

16

Item 4

Controls and Procedures

16

 

 

 

Part II

Other Information

 

 

 

 

Item 1

Legal Proceedings

17

Item 1A

Risk Factors

17

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3

Defaults Upon Senior Securities

18

Item 4

Mine Safety Disclosures

18

Item 5

Other Information

18

Item 6

Exhibits

18

 

 

 

Signatures

 

19

 

 

 

 

 

Part I. Financial Information

 

 

Item 1.

Consolidated Financial Statements (unaudited)

 

Mastermind, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

  

December 31,

2020

  

September 30,

2020

 
         

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $432,216  $807,262 

Accounts receivable

  607,688   747,472 

Unbilled receivables

  410,655   40,019 

Prepaid expenses and other current assets

  194,872   143,424 

Income tax receivable

  117,710   117,710 

Total current assets

  1,763,141   1,885,887 

Property and equipment, net

  64,307   65,828 

Right-of-use asset, net

  339,614   364,714 

Total assets

 $2,167,062  $2,316,429 
         

LIABILITY AND STOCKHOLDERS' EQUITY

        

Current liabilities:

        

Accounts payable and accrued expenses

 $74,507  $123,216 

Accounts payable and accrued expenses, related parties

  100,000   100,000 

Unearned revenues

  -   82,450 

Deferred tax liabilities

  171,605   169,452 

Lease obligation, current

  103,915   102,499 

Total current liabilities

  450,026   577,617 

Lease obligation, net of current portion

  235,699   262,215 

Notes Payable-PPP loan

  301,750   301,750 

Total liabilities

  987,475   1,141,582 
         

Stockholders' Equity:

        

Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2020 and September 30, 2020

  -   - 

Common stock, $0.001 par value, 125,000,000 shares authorized, 33,870,520 shares issued and outstanding as of December 31, 2020 and September 30, 2020

  33,871   33,871 

Retained earnings

  1,145,715   1,140,976 

Total stockholders’ equity

  1,179,586   1,174,847 

Total liabilities and stockholders’ equity

 $2,167,062  $2,316,429 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3

 

 

Mastermind, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

  

Three Months Ended

December 31,

 
  

2020

  

2019

 
         

Revenues

 $1,077,159  $1,066,287 

Cost of revenues

  565,302   404,632 

Gross Profit

  511,857   661,655 
         

Operating Expenses:

        

General and administrative

  505,358   579,060 

Total operating expenses

  505,358   579,060 

Income from operations

  6,499   82,595 
         

Other Income (Expense), Net:

        

Loss on disposal

  -   (660

)

Merger and acquisition expense

  -   (9,445

)

Interest income, net

  393   398 

Total other income (expense), net

  393   (9,707

)

Net income before provision for income taxes

  6,892   72,888 

Provision for income taxes

  2,153   23,414 

Net income

 $4,739  $49,474 
         

Net income per common share:

        

Basic

 $0.00  $0.00 

Diluted

 $0.00  $0.00 
         

Weighted average common shares outstanding:

        

Basic

  33,870,520   33,870,520 

Diluted

  33,870,520   33,870,520 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4

 

 

Mastermind, Inc.

Condensed Consolidated Statements of Stockholders' Equity

Three Months Ended December 31, 2020 and 2019

(Unaudited)

 

  

Common Stock

         
  

Shares

  

Amount

  

Retained
Earnings

  

Total Equity

 

Balance at September 30, 2020

  33,870,520  $33,871  $1,140,976  $1,174,847 

Net income

          4,739   4,739 

Balance at December 31, 2020

  33,870,520  $33,871  $1,145,715  $1,179,586 

 

  

Common Stock

         
  

Shares

  

Amount

  

Retained
Earnings

  

Total Equity

 

Balance at September 30, 2019

  33,870,520  $33,871  $999,803  $1,033,674 

Net income

          49,474   49,474 

Balance at December 31, 2019

  33,870,520  $33,871  $1,049,277  $1,083,148 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

 

 

Mastermind, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

  

Three Months Ended December 31,

 
  

2020

  

2019

 

Cash flows from operating activities:

        

Net income

 $4,739  $49,474 

Adjustments to reconcile net income to net cash flows from operating activities:

        

Depreciation

  5,867   7,231 

Loss on disposal of equipment

  -   660 

Changes in assets and liabilities:

        

Accounts receivable

  139,874   (487,935

)

Unbilled receivables

  (370,636

)

  48,472 

Prepaid expenses and other current assets

  (21,448

)

  (74,110

)

Accounts payable and accrued expenses

  (48,709

)

  (16,923

)

Unearned revenues

  (82,450

)

  55,340 

Deferred tax liabilities

  2,153   23,414 

Net cash flows used in operating activities

  (370,700

)

  (394,377

)

         

Cash flows from investing activities:

        

Purchases of property and equipment

  (4,346

)

  (1,534

)

Net cash flows used in investing activities

  (4,346

)

  (1,534

)

         

Net change in cash and cash equivalents

  (375,046

)

  (395,911

)

Cash and cash equivalents at beginning of period

  807,262   742,173 

Cash and cash equivalents at end of period

 $432,216  $346,262 
         

Supplemental disclosure of cash flow information:

        

Income taxes paid

 $-  $- 

Interest paid

 $-  $- 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6

 

Mastermind, Inc.

Notes to Consolidated Financial Statements

(unaudited)

 

 

1.

Business

 

Mastermind, Inc. (the “Company”, “we”, “us”, or the “organization”) is an involvement marketing service agency that designs, creates and develops branding and marketing campaigns, primarily for large corporate clients with well-known brands. We specialize in customer conversion initiatives that we believe facilitate the involvement of more of the “right customers” with the brands of our clients. We focus on converting prospects to customers. Our programs can take on various forms, including creating and managing content marketing, influencer marketing, social marketing/community management, digital issues management promotions, Augmented Reality Marketing, and UX Analytics & Digital Intelligence.

 

 

2.

Interim Financial Statements and Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information pursuant to Rule 8-03 of Regulation S-X. Accordingly, these unaudited consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments), which we consider necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three months ended December 31, 2020 may not necessarily be indicative of results that may be expected for any succeeding period or for the entire fiscal year. These consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K as of and for the fiscal years ended September 30, 2020 and 2019 as filed with the Securities and Exchange Commission.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an ongoing basis, and that affect the amounts reported in our unaudited financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to revenue recognition, allowance for doubtful accounts, useful lives and valuation of property and equipment.

 

7

 

There have been no material changes in the Company’s significant accounting policies during the quarter ended December 31, 2020 as described below, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2020.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under prior accounting guidance. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. We adopted ASU 2016-02 in the quarter ending December 31, 2019, utilizing the modified retrospective transition method on October 1, 2019. We have elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, (3) initial direct costs for any existing leases as of the adoption date and (4) the application of hindsight when determining lease term and assessing impairment of right-of-use assets. The adoption of the new standard on October 1, 2019, resulted in a lease obligation and related right-of-use asset of approximately $461,740. The impact on the statement of operations was not material.

 

The recently declared pandemic related to the coronavirus (COVID-19) could adversely impact our future results, especially if our customers are negatively impacted by the decrease in economic activity caused by the virus. If our customers fail to reach budgeted revenue projections and reduce their expenditures proportionally, we could experience lower than expected growth in revenue or lower overall revenue. We could also experience delays or declines in revenue and new business and or implementations of marketing campaigns if customers or potential customers delay or cancel their plans due to the economic slowdown caused by the virus. Additionally, our operations could be impacted, and we could experience higher costs if, despite our mitigation and prevention efforts, the virus spread prevents affected employees from performing key duties.

 

 

3.

Related Party Transactions

 

On January 3, 2012, we entered into a perpetual license agreement (the “Perpetual License”) with Mastermind Marketing, Inc. (the “Licensor”), which provides for licenses of trademarks, internet domains, and certain intellectual property as defined in the Perpetual License. The Licensor is one of our stockholders and its chief executive officer. The Perpetual License, which may be terminated at any time by either party, is effective January 3, 2012 and provides for aggregate payments of $2,170,000 over the calendar years from 2019 through 2039 with no further payments required after December 31, 2039. During the three months ended December 30, 2020 and 2019, the Company recorded expenses related to the license of $15,000 and $15,000, respectively. As of December 31, 2020, and September 30, 2020, there were no license fee payments required or payable.

 

On January 3, 2014, we entered into a commercial lease agreement (the “Lease”) with 1450 West Peachtree, LLC, a Georgia limited liability company (the “Landlord”), for the lease of our corporate facility in Atlanta, Georgia. In connection with the Lease, we have entered into a sublease agreement which provides for the sublease of 9,000 square feet of the total 15,000 of the demised property. The sublessor is not a related party. The manager of the Landlord is also our chief executive officer. The term of the lease is 10 years from the date of the agreement and provides for monthly rent and payment of operating expenses on a triple-net basis. In satisfaction of our obligation to the Landlord pursuant to the Lease, we made lease payments, net of payments made by the sublessee, of $30,000 and $30,000 during the three months ended December 31, 2020 and 2019, respectively.

 

During the three months ended December 31, 2020 and 2019, we made payments to our Majority Stockholders pursuant to the terms of an operating agreement, as amended, for services rendered to us in the aggregate amount of $150,225 and $250,225, respectively. As of December 31, 2020, and September 30, 2020, we owed $100,000 to our three majority stockholders for consulting services. The amounts are included in accounts payable and accrued expenses, related parties on the condensed consolidated balance sheets herein.

 

8

 

 

4.

Property and Equipment

 

Property and equipment consist of the following:

 

  

December 31,

  

September 30,

 
  

2020

  

2020

 

Furniture, fixtures and office equipment

 $134,944  $130,598 

Leasehold improvements

  73,795   73,795 

Property and equipment, gross

  208,739   204,393 

Less: accumulated depreciation

  (144,432

)

  (138,565

)

Property and equipment, net

 $64,307  $65,828 

 

Depreciation expense for the three months ended December 31, 2020 and 2019 was $5,867 and $7,231, respectively.

 

 

5.

Licensing Agreements

 

On January 3, 2012, we entered into a perpetual license agreement (the “Perpetual License”) with Mastermind Marketing, Inc. (the “Licensor”), which provides for licenses of trademarks, internet domains, and certain intellectual property as defined in the Perpetual License. The Licensor is one of our members and its chief executive officer is also our chief executive officer. The Perpetual License, which may be terminated at any time by either party, is effective January 3, 2012 and provides for aggregate payments of $2,100,000 over the calendar years from 2019 through 2039 with no further payments required after December 31, 2039. The Company has recorded expenses of $15,000 and $15,000 for the three months ended December 31, 2020, and 2019, respectively. Included in prepaid expenses as of December 31, 2020 and September 30, 2020, is $45,000 and $15,000, respectively, of which $15,000 will be expensed per quarter from the dates thereof.

 

In consideration for the Perpetual License, we agreed to pay the following fees through fiscal year 2040 (calendar year 2039):

 

Period ending

 

Amount

 

Nine months ending fiscal year September 30, 2021

 $60,000 

Fiscal year ending September 30, 2022

  60,000 

Fiscal year ending September 30, 2023

  60,000 

Fiscal year ending September 30, 2024

  60,000 

Fiscal year ending September 30, 2025

  60,000 

Thereafter

  1,680,000 
  $1,980,000 

 

 

6.

Notes Payable- PPP loan

 

In April 2020, the Company received a loan pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as administered by the U.S. Small Business Administration (the “SBA”). The loan in the principal amount of $301,750 (the “PPP Loan”).

 

The PPP Loan matures on the two-year anniversary of the funding date and bears interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence after the six-month anniversary of the funding date. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges.

 

All or a portion of the PPP Loan may be forgiven by the SBA and the Lender upon application by the Company. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the eight-week period or twenty-four week period beginning on the funding date of the PPP Loan. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced in certain cases if full-time equivalent headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. Although the Company currently believes that its use of the PPP Loan will meet the conditions for forgiveness of the loan, the Company cannot assure that the PPP Loan will be forgiven, in whole or in part.

 

9

 

 

7.

Commitments and Contingencies

 

On January 3, 2014, we entered into a commercial lease agreement (the “Lease”) with 1450 West Peachtree, LLC, a Georgia limited liability company (the “Landlord”), for the lease of our corporate facility in Atlanta, Georgia. The manager of the Landlord is also our chief executive officer. The term of the lease is 10 years from the date of the agreement and provides for monthly rent and payment of operating expenses on a triple-net basis. The monthly rent terms of the lease have been altered by the landlord due to another tenant occupying space the Company verbally agreed to allow the landlord to remove from the space available to the company. During the three months ended December 31, 2020 and 2019, we made lease payments of $30,000 and $120,000, respectively, in satisfaction of our obligation pursuant to the Lease.

 

The Lease provides for the following total lease commitments pursuant to the Lease and we have also provided our expected portion of the lease commitments based on the updated verbal agreement with the landlord:

 

  

Total Lease

Commitment

  

Expected Lease

Commitment

 

Nine months ending fiscal year September 30, 2021

 $265,500  $90,000 

Fiscal year ending September 30, 2022

  363,000   120,000 

Fiscal year ending September 30, 2023

  384,000   120,000 

Fiscal year ending September 30, 2024

  97,500   30,000 
  $1,110,000  $360,000 

 

We are not a party to any legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material effect on our financial position or results of operations.

 

 

8.

Income Taxes

 

We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

 

There were no unrecognized tax benefits at December 31, 2020 and September 30, 2020. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the periods presented. We have determined we have no uncertain tax positions.

 

10

 

 

9.

Stockholders’ Equity

 

Preferred Stock

 

As of December 31, 2020, and September 30, 2020, we were authorized to issue a total 1,000,000 shares of preferred stock. There were no shares of Preferred Stock issued or outstanding as of December 31, 2020 and September 30, 2020.

 

Common Stock

 

As of December 31, 2020, and September 30, 2020, we were authorized to issue a total of 125,000,000 shares of common stock, and there were 33,870,520 shares issued and outstanding.

  

Dividends

 

During the three months ended December 31, 2020 and 2019, there were no dividends declared or paid.

 

Common Stock Options

 

As of December 31, 2020, and September 30, 2020, there were fully-vested, non-qualified stock options exercisable by our former chief executive officer and sole director into 525,667 shares of our common stock at an exercise price of $0.15 per share. There were no stock options exercised or issued during the three months ended December 31, 2020 and December 31, 2019.

 

A 2018 Equity Incentive Plan consisting of four million (4,000,000) shares of Common Stock was also adopted by written consent of holders of 85% of the voting securities. No options or shares have been issued under this plan as of December 31, 2020 and September 30, 2020.

 

 

10.

Concentration of Credit Risk and Major Customers

 

For the three months ended December 31, 2020, three clients represented approximately 10%, 10% and 33%, respectively, of our total revenues.

 

For the three months ended December 31, 2019, four clients represented approximately 10%, 11%, 13% and 14%, respectively, of our total revenues.

 

 

11.

Subsequent Events

 

The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated below.

 

On January 4, 2021, the Company issued in the aggregate 635,000 shares of restricted common stock to consultants for services. 

 

11

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This quarterly report on Form 10-Q contains certain statements that are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

 

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or using other similar expressions.

 

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this quarterly report on Form 10-Q. For example, we may encounter competitive, technological, financial and business challenges making it more difficult than expected to continue to develop and market our products; the market may not accept our existing and future products; we may not be able to retain our customers; we may be unable to retain existing key management personnel; and there may be other material adverse changes in our operations or business. Certain important factors affecting the forward-looking statements made herein also include, but are not limited to (i) continued downward pricing pressures in our targeted markets, (ii) the continued acquisition of our customers by certain of our competitors, and (iii) continued periods of net losses, which could require us to find additional sources of financing to fund operations, implement our financial and business strategies, meet anticipated capital expenditures and fund research and development costs. In addition, assumptions relating to budgeting, marketing, product development and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our marketing, capital expenditure or other budgets, which may in turn affect our financial position and results of operations. For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date hereof. We assume no responsibility to update any forward-looking statements as a result of new information, future events, or otherwise except as required by law. For further information, you are encouraged to review our filings with the Securities and Exchange Commission (“SEC”), including our Current Report on Form 8-K, as filed with the SEC on February 22, 2018, as amended on April 20, 2018, and risk factors as discussed therein under Item 2.01.

 

Overview

 

Mastermind, Inc. is a digital marketing agency that plans, executes and analyzes digital marketing initiatives for clients in numerous industries including Fashion, Automotive, Spirits & Beer, Business-to-business, Consumer Electronics, Banking & Financial Services, Consumer Packaged Goods, Food & Beverage, Healthcare, Home Improvement, Restaurants, Retail, Technology, and Communications. Mastermind offers a unique approach to digital and social marketing called Involvement Marketing (IM). IM is aimed at involving more people with each clients' brand in ways that inspire them to take an action (e.g.- becoming aware of the brand, trying it, purchasing more of it, and/or even becoming an advocate for the brand through social media). Mastermind's Involvement Marketing initiatives encompass any one, or combination of tactics including Content Marketing, Digital/Mobile Marketing, Influencer Marketing, Social Marketing & Community Management, Promotion Marketing, Digital/Social Issues Management, UX Analytics & Digital Intelligence, and Augmented Reality Marketing.

 

Mastermind has assembled a team of highly experienced, cross-functional marketing experts to develop and execute Involvement Marketing initiatives (see key executive bios below). These experts have extensive backgrounds in digital/social marketing & media, content development, influencer marketing, promotion, digital contingency communications & PR, research, strategy, creative message development, and analytics. Mastermind has also developed a disciplined approach to Involvement Marketing that ensures the right tactic(s) is employed to best achieve the objective and that it is executed flawlessly. The team is led by our senior executives described in our 10-K as of and for the fiscal year ended September 30, 2020.

 

Mastermind has worked with some of the widely recognized brands in in dozens of industries. While the agency does not have a client in every industry currently, its experience provides the confidence of potential major clients to consider hiring Mastermind. Mastermind works with clients on both a project-basis and ongoing services basis. Mastermind is developing innovative marketing technology initiatives with the potential to drive more interest from potential clients in the next few years. Our senior executives Daniel Dodson (CEO), Michael Gelfond (President), and Ricardo Rios (SVP) have developed solid reputations and contacts over their careers that will be instrumental in driving new business (see below for bios on these officers).

 

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Mastermind Key Leadership

 

Daniel Dodson, CEO and founding partner of Mastermind Marketing in 1984. Under his leadership, Mastermind has grown into a nationally-recognized, award-winning integrated digital marketing agency that ranks at the top of both Ad Age's and Chief Marketer's top agencies. Dan is a renowned expert in Involvement Marketing -- leveraging social, mobile, digital and promotion to get more people involved with the right brand benefits at the right time to drive revenue and deliver measurable ROI. He has been published in numerous trade publications and spoken about Involvement Marketing on dozens of occasions.

 

Dan has a wealth of experience working with leading brands in almost every industry including 7/11, AT&T, Bank of America, Bayer, BMW, Chase, Chick-fil-A, Ciba Vision, Citi, Coors Brewing Company, The Coca-Cola Company, Dreyer's, ESPN, Fruit-of-the-Loom, Georgia Pacific, Hanes, Harley-Davidson, Harman, The Home Depot, Johnson & Johnson, Kodak, Kroger, Macy's, Mazda, MTV, Nabisco, NBC, Nestle, Roche, Saks 5th Avenue, Sears, Sharp Electronics, Shell, UPS, Valvoline, Verizon, and many others.

 

Prior to Mastermind, Dan was a certified public accountant at HLB Gross Collins, P.C. where he worked on a variety of manufacturing and service businesses.

 

Michael Gelfond, President, is recognized leader in digital marketing with a deep experience helping clients drive results for clients.

 

After graduating from the UGA in 1995 Gelfond started his career with iXL, one of the first global digital agencies. After a successful IPO, Mike and other colleagues saw an opportunity to spin-off the Atlanta operations private and launched Creative Digital Group in 2002. After building Creative Digital into one of the Southeast’s fastest-growing interactive agencies, they were acquired by LBi, the world’s premier independent global digital agency, in 2007. After pioneering this successful venture, Gelfond left LBi in the summer of 2010 and joined Mastermind Marketing, the Southeast’s leading social, mobile, digital and promotion agency as EVP and Partner.

 

During his career Mike has helped guide some of the world’s most well-known brands such as ATT, Bayer, Coca-Cola, ING, Pebble Beach Resorts, Roche, The Home Depot and The NFL Network, to name a few. He is a frequent speaker and contributor to National and Southeast TV, radio and print on all matters digital. In 2010, Mike was a recipient of Atlanta Business Chronicle’s 40 Under 40 award.

 

Ricardo Rios, Senior VP, has been with Mastermind for 3 years. He is results-driven, versatile traditional and digital marketing executive with a strong business background and 19 years of agency and client-side experience with clients including Citi, Harley-Davidson, PayPal, The Home Depot, Exxon, and others.

 

Prior to Mastermind, Ricardo was Vice President of Digital Marketing for Citi Retail Services, a division of Citigroup.

 

During his time at Citi, he successfully built out a digital consultancy function that provided key marketing services to Citi’s retail partners including The Home Depot, Macy’s, Best Buy, Staples and other major retailers. He started his career with an Agency start-up and was recognized as part of the “Top 25 WSI Consultant Earners List” from a network of over 1500 digital marketing consultants worldwide.

 

Ryan Wofford, VP Strategy, leads strategic planning for Mastermind across a variety of disciplines, including brand strategy and communications, UX, analytics, as well as social and digital strategy. He has been with Mastermind for almost 4 years and is a seasoned strategic marketing leader with two decades of experience, delivering conversions and measurable results for Fortune 500 global companies and small businesses alike. Ryan has developed and executed marketing strategies to help clients achieve business goals and communication objectives through digital execution that increased sales pipelines and conversions, strengthened brand awareness and loyalty, and positioned companies as thought leaders within their industries.

 

Ryan has lead development of social and key event activation strategies and executions for clients like Bayer Crop Science's corporate and marketing communications groups for the past two years. In addition to the always-on social strategy, key campaigns he has helped lead include Feed A Bee, Thankful 4 Ag, Citrus Matters and more. Ryan also leads social media strategic planning for Bayer’s Animal Health division in the US, which includes their key social campaigns like Share for Shelters, and PAWS – these campaigns help raise awareness of the lack of domestic abuse shelters that can accept survivors of domestic abuse and their pets.

 

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Critical Accounting Policies

 

Our significant accounting policies are described in Note 2 to the financial statements which are included in our Annual Report on Form 10-K as of and for the fiscal years ended September 30, 2020 and 2019. Our discussion and analysis of our financial condition and results of operations are based upon these financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the past, actual results have not been materially different from our estimates. However, results may differ from these estimates under different assumptions or conditions.

 

Results of Operations

 

Three Months Ended December 31, 2020 vs. December 31, 2019

 

Revenues

 

Revenues for the three months ended December 31, 2020 were $1,077,159 as compared with $1,066,287 for the comparable prior year period, an increase of $10,872 or 1%. The increase is attributable to the timing of project work being completed.

  

Gross Profit

 

Gross profit for the three months ended December 31, 2020 was $511,857 or 47.5% of revenues, compared with $661,655 or 62.1% of revenues, for the comparable prior year period. The decrease in gross profit dollars and percentage is primarily due to the timing of outside direct costs associated with revenue being realized projects. Direct cost includes expenses for things like media, sponsorship fees, etc.

 

General and Administrative Expenses

 

General and administrative expenses for the three months ended December 31, 2020 were $505,358 as compared with $579,060 for the comparable prior year period, a decrease of $73,702 or 12.7%. This decrease is primarily a result in the reduction of personnel costs (employees, contractors, and management consulting).

 

Other Income and Expense

 

Other income, net for the three months ended December 31, 2020 was $393 as compared to other expenses, net of with $9,707 for the comparable prior year period. The three months ended December 31, 2019, included expenses related to potential merger and acquisitions that were not incurred in the current period.

 

Liquidity and Capital Resources

 

As of December 31, 2020, we had cash of $432,216, a decrease of $375,046 when compared with a balance of $807,262 as of September 30, 2020.

 

During the three months ended December 31, 2020, we had net cash of $370,700 used in operating activities as compared with net cash of $394,377 used in operating activities for the comparable prior year period. Our uses of cash for operating activities have primarily consisted of salaries and wages for our employees; costs incurred in connection with performance on client projects; facility and facility-related costs, material and professional fees. The sources of our cash flows from operating activities have consisted primarily of payments received from clients in connection with the performance on contractually agreed-upon projects. Net cash flows from operating activities for the current year were a result of the net income and depreciation expense offset by changes in current assets and liabilities of $381,306.

 

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During the three months ended December 31, 2019, we had net cash of $394,377 used by operating activities. Our uses of cash for operating activities have primarily consisted of salaries and wages for our employees; costs incurred in connection with performance on client projects; facility and facility-related costs, material and professional fees. The sources of our cash flows from operating activities have consisted primarily of payments received from clients in connection with the performance on contractually agreed-upon projects.

 

During the three months ended December 31, 2020, we had net cash of $4,346 used in investing activities as compared with net cash of $1,534 used in investing activities for the comparable prior year period. The net cash outflows during the three months ended December 31, 2020, and 2019 are a result of the purchase of computers and office equipment.

 

During the three months ended December 31, 2020, and 2019, the Company did not have any cash flow activity from financing activities.

 

The ability to attract additional capital investments for more rapid expansion in the future will depend on many factors, including the availability of credit, rate of revenue growth, ability to acquire new client opportunities, the timing of new service product introductions and enhancements to existing services/products, and the opportunities to acquire complimentary businesses that may be made available to us from time-to-time. We believe that as of June 30, 2020 our cash position and cash flows from our fiscal 2020 operations will be sufficient to fund our working capital and planned strategic activities, excluding acquisitions, if any, for at least the next twelve months.

 

Any potential future sale of equity or debt securities may result in dilution to our stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, or at all. If we are required to raise additional financing, but are unable to obtain such financing, we may be required to delay, reduce the scope of, or eliminate one or more aspects of our operations or business development activities.

 

The recently declared pandemic related to the coronavirus could adversely impact our liquidity and capital resources, especially if our customers are negatively impacted by the decrease in economic activity caused by the virus. If our customers fail to reach budgeted revenue projections and reduce their expenditures proportionally, we could experience lower than expected growth in revenue or lower overall revenue. We could also experience delays or declines in revenue and new business and or implementations of marketing campaigns if customers or potential customers delay or cancel their plans due to the economic slowdown caused by the virus. Additionally, our operations could be impacted, and we could experience higher costs if, despite our mitigation and prevention efforts, the virus spread prevents affected employees from performing key duties.

 

Off-Balance Sheet Arrangements

 

As of December 31, 2020, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

 

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4.

Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Based on an evaluation under the supervision and with the participation of our management, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of December 31, 2020 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our management concluded that, as of December 31, 2020, our internal control over financial reporting was not effective due to (i) insufficient segregation of duties in the finance and accounting functions due to limited personnel; and (ii) inadequate corporate governance policies. In the future, subject to working capital limitations, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

 

Changes in Internal Control Over Financial Reporting

 

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

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Part II. Other Information

 

Item1.

Legal Proceedings

 

We are not a party to any legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material effect on our financial position or results of operations.

 

Item 1A.

Risk Factors

 

With the exception of risk factors disclosed in Item 8.01 of our Form 8-K as filed with the Securities and Exchange Commission on April 15, 2020, there have not been any material changes from the risk factors previously disclosed under Item 2.01 of our Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 22, 2018, as amended on April 20, 2018.

 

The risk factor disclosed in Item 8.01 of our Form 8-K as filed with the Securities and Exchange Commission on April 15, 2020 was as follows:

 

A pandemic, epidemic or outbreak of an infectious disease in the markets in which we operate or that otherwise impacts our employees, facilities, or advisors could adversely impact our business and financial reporting process.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

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Item 3.

Defaults Upon Senior Securities

 

None.

 

Item 4.

Mine Safety Disclosures

 

Not Applicable.

 

Item 5.

Other Information

 

None.

 

Item 6.

Exhibits

 

The following exhibits are filed or furnished with this report:

 

Exhibit No.

Description

31.1*

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Principal Executive, Financial and Accounting 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

101.DEF**

XBRL Taxonomy Extension Definitions

101.LAB**

XBRL Taxonomy Extension Label

101.PRE**

XBRL Taxonomy Extension Presentation

 

* Included herewith

 

** Filed with this report in accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subjected to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Mastermind, Inc.

Date: February 22, 2021

By:

/s/ Daniel A. Dodson

 

 

Daniel A. Dodson

Chief Executive Officer

(Principal Executive, Financial and Accounting Officer)

 

 

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