SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
|☒||QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.|
For the quarterly period ended September 30, 2021
|☐||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: 333-211986
OMNIA WELLNESS INC.
(Name of Registrant in Its Charter)
State or Other Jurisdiction of
Incorporation or Organization)
999 18th Street
Denver, Colorado 80202
(Address of principal executive offices)
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol(s)||Name of each exchange on which registered|
Indicate by check 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 (Section 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 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 “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 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 Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares of common stock at November 30, 2021.
Omnia Wellness Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Form 10-Q/A” or “Amended Filing”) to amend its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on December 3, 2021 (the “Original Filing”), to restate its unaudited consolidated financial statements and related footnote disclosures for the six months ended September 30, 2021, to (a) present the Company’s April 2021 1:15 forward stock split retroactively in all financial statement periods presented, (b) remove disclosure regarding leases of inventory which the Company does not hold, (c) include the error correction disclosures required by ASC 250-10-50-11 and (d) provide for the net loss per common share (basic and diluted) and that the weighted average earnings per share have been recalculated and included in the financial statements. This Form 10-Q/A also amends certain other Items in the Original Filing as stated herein, and corrects certain typographical and other immaterial errors found in the Original Filing.
In accordance with applicable SEC rules, this Form 10-Q/A includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, from the Company’s Chief Executive Officer and Chief Financial Officer dated as of the filing date of this Form 10-Q/A. Accordingly, the Company hereby amends Part II - Item 6 of the Original Filing to reflect the filing of the new certifications.
Except for the items mentioned above, this Form 10-Q/A does not amend the Company’s Original Filing, nor does it modify or update those disclosures affected by subsequent events or discoveries. It also does not affect information contained in the 10-Q which was not impacted by these restatements.
This Form 10-Q/A should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings.
OMNIA WELLNESS INC.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (Unaudited) - USD ($)
|Sep. 30, 2021||Mar. 31, 2021|
|Due from related parties||206,700||163,200|
|Advances on inventory||40,000||16,000|
|Total current assets||380,976||246,302|
|Fixed assets, net||417,602||314,377|
|Intangible assets, net||1,500,925||1,600,975|
|Total non-current assets||1,918,527||1,915,352|
|Accounts payable and accrued expenses||112,477||103,205|
|Accounts payable, related party||0||427,910|
|Total current liabilities||6,311,423||4,981,404|
|Total non-current liabilities||148,625||588,891|
|Preferred stock: Authorized -; Issued and outstanding on March 31, 2021 authorized and issued and outstanding on September 30, 2021|
|Common stock, par value $; Authorized - ; Issued and outstanding on September 30, 2021, and authorized and issued and outstanding on March 31, 2021||14,900||14,900|
|Additional paid in capital benefit conversion feature on convertible notes|
|Additional paid-in capital|
|Total stockholders’ deficit||(4,160,545||)||(3,408,641||)|
|Total Liabilities and Stockholders’ Deficit||$||2,299,503||$||2,161,654|
Statements of Operations (Unaudited) - USD ($)
|3 Months Ended||6 Months Ended|
|Sep. 30, 2021||Sep. 30, 2020||Sep. 30, 2021|
|Sep. 30, 2020|
|Total cost of goods sold||8,477||70,826||15,010||89,995|
|Legal and professional expense||255,048||133,904||356,002||213,294|
|R&D Expense DryRx||397,500||0||732,000||0|
|Selling and marketing expense||30,544||152,896||30,920||163,138|
|Depreciation and amortization||72,557||69,913||143,036||138,777|
|General and administrative||9,184||90,250||68,412||225,744|
|Total operating expenses||823,770||476,677||1,414,474||842,002|
|Income (loss) from operations||(774,438||)||(472,503||)||(1,334,553||)||(868,233||)|
|Interest expense on beneficial conversion feature on convertible notes||771,576||0||771,576||0|
|Forgiveness of PPP Loan||146,959||-|
|Total other (expenses) Income||(771,848||)||(378,419||)||(601,765||)||(364,915||)|
|Net loss before income taxes||(1,546,286||)||(850,922||)||(1,936,318||)||(1,233,148||)|
|Net income (loss)||$||(1,546,286||)||$||(850,922||)||$||(1,936,318||)||$||(1,233,148||)|
Net loss per common share - Basic and Diluted (1)
|Weighted average number of common shares outstanding - Basic and Diluted|
|(1)||denotes loss of less than $(.01) per share|
Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)
|Beginning balance, value at Mar. 31, 2020||55,058,006||$||55,058||$||(10,224||)||$||(77,847||)||$||(33,013||)|
|Stock split, shares|
|Additional paid in capital|
|Reverse Merger Adjustment|
|Net Income (Loss)||-||-||(275,957||)||(275,957||)|
|Ending balance, value at Jun. 30, 2020||55,058,006||$||55,058||(10,224||)||(353,804||)||(308,970||)|
|Additional paid in capital||-||(1,054,216||)||(1,054,216||)||(1,054,216||)|
|Reverse Merger Adjustment||(1,546,047||)||(1,546,047||)|
|Net Income (Loss)||(850,922||)||(850,922||)|
|Ending balance, value at Sep 30, 2020||14,900,629||$||14,900||$||(1,064,440||)||(3,451,185||)||$||(4,500,725||)|
|Beginning balance, value at Mar. 31, 2021||14,900,629||$||14,900||2,065,923||(5,489,464||)||(3,408,641||)|
|Additional paid in capital||-||430,123||430,123|
|Net Income (Loss)||(390,032||)|
|Ending balance, value at Jun. 30, 2021||224,227,107||$||14,900||$||2,496,046||$||(5,879,496||)||$||(3,368,550||)|
|Additional paid in capital|
|Net Income (Loss)||-||(1,546,286||)||(1,546,286||)|
|Ending balance, value at Sep. 30, 2021||224,227,107||$||14,900||$||3,250,337||$||(7,425,782||)||$|
Statements of Cash Flows (Unaudited) - USD ($)
|SEP. 30, 2021||SEP. 30, 2020|
|6 Months Ended|
|SEP. 30, 2021|
|SEP. 30, 2020|
|Cash flows from operating activities:|
|Net income (loss)||$||(1,936,318||)||$||(1,233,148||)|
|Changes in net assets and liabilities|
|Accounts payable and accrued expenses||7,771||295,555|
|Depreciation and amortization||143,576||68,863|
|Interest expense on beneficial conversion feature on convertible notes|
|Cash used in operating activities:||(1,536,678||)||(539,740||)|
|Cash flows from investing activities:|
|Fixed assets, net||(146,750||)||(578,979||)|
|Intangible assets, net|
|Cash provided by investing activities||(146,750||)||(2,279,979||)|
|Cash flows from financing activities:|
|Proceeds from loan payable||1,309,154||5,937,780|
|Cash received from common stock||412,839|
|Cash provided by financing activities||1,721,993||2,703,216|
|Change in cash||38,565||(116,503||)|
|Cash- beginning of period||28,761||-|
|Cash-end of period||67,326||(116,503||)|
Omnia Wellness Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Sept 30, 2021, and 2020
Note 1 Nature of Operations
Omnia Wellness Inc. (the “Company”) was incorporated as a Nevada corporation on March 2, 2016, by the filing of articles of incorporation with the Secretary of State of the State of Nevada under the name Glolex, Inc.
On June 25, 2019, Maksim Charniak, the Company’s then sole executive officer and director and the owner of 95.6% of the issued and outstanding common stock of the Company. shares (pre- stock split) of the Company’s common stock, sold all his shares of common stock of the Company to Amer Samad, resulting in a change of control of the Company. As part of that transaction, Mr. Charniak resigned from all of his officer and director positions, and Mr. Samad was appointed as the Chief Executive Officer, President, Chief Financial Officer and Secretary of the Company, and was appointed to the Board of Directors of the Company. Mr. Samad also purchased 1,167,937 shares (pre-stock split) of the Company’s common stock in a series of private transactions, resulting in Mr. Samad owning 4,167,937 shares (pre-stock split) of the Company’s common stock, or approximately
On March 5, 2020, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to, among other things, (i) increase the Company’s authorized shares of common stock from 12.6374:1 forward stock split of the common stock. In addition, on March 16, 2020, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company from Glolex Inc. to Omnia Wellness Inc. On April 15, 2020, the stock of the Company began trading on the OTC Pink market under the symbol “OMWS”. to , (ii) create and authorize shares of “blank check” preferred stock, and (iii) effect a
On April 17, 2020, the Company entered into a Share Exchange and Reorganization Agreement (the “Exchange Agreement”) with Omnia Wellness Corporation (formerly known as Bed Therapies Inc.), a Texas corporation (“Omnia Corp.”), and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of capital stock of Omnia Corp. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021, and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding shares of common stock of Omnia Corp., no par value, or the Omnia Corp. Shares, were exchanged for shares of the Company’s common stock, par value $ per share, based on the exchange ratio of one share of the Company’s common stock for every one Omnia Corp. Share. The Company refers herein to the transactions contemplated by the Exchange Agreement, collectively, as the Acquisition. Accordingly, the Company acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 (not adjusted to reflect the Company’s 15:1 forward stock split on April 6, 2021) shares of the Company’s common stock and Omnia Corp. became the Company’s wholly owned subsidiary. As of the closing of the Acquisition (the “Closing”), Mr. Samad, resigned as an officer and director of the Company and agreed to cancel (pre-stock split) shares of the Company’s common stock owned beneficially and of record by him as part of the conditions to Closing, which were cancelled immediately following the Closing. The Company also issued an aggregate of (pre-stock split) shares of common stock on January 5, 2021, as a result of the conversion in accordance with their terms of outstanding convertible promissory notes in the aggregate principal amount of approximately $539,000.
As of immediately prior to the closing of the Acquisition, the Company entered into an Assignment and Assumption Agreement with RZI Consulting LLC (the “Assignment Agreement”), pursuant to which RZI Consulting LLC assumed substantially all of the Company’s remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of the closing of the Acquisition, the Company had no assets or liabilities (other than relating to general and administrative expenses).
Following the Acquisition, the Company, through its wholly owned subsidiary Omnia Corp., now develops and markets products for wellness and physical therapy markets, using patented dry-hydro therapy equipment that the Company plans to offer and sell in medical and fitness markets.
On April 6, 2021, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to (i) increase the Company’s authorized shares of common stock from to , (ii) increase the Company’s authorized shares of “blank check” preferred stock from to , and (iii) effect a 1:15 forward stock split of the common stock.
The Company’s principal executive office is located at 999 18th St., Suite 3000, Denver, CO 80202, and its telephone number is 888-320-5711. The Company’s website address is www.omniawellness.com.
In March 2020 the World Health Organization declared COVID-19 a pandemic. The Company is still assessing the impact COVID-19 may have on its business, but there can be no assurance that this analysis will enable the Company to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic.
Note 2 Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these financial statements are set out below.
Basis of Presentation - The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation - The consolidated financial statements include accounts of the Company’s wholly-owned subsidiary Omnia Wellness Corp., and Omnia Wellness Corp.’s wholly-owned subsidiary Solajet Financing Company, LLC. All significant intercompany balances and transactions have been eliminated in consolidation.
Accounting Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and the accompanying notes. Such estimates and assumptions impact, among others, the following: the allowance for doubtful accounts, determination of impairment on investments and determination of recoverability of deferred tax assets. Actual results could differ from those estimates.
Risks and Uncertainties - The Company’s operations may be subject to significant risk and uncertainties including financial, operational, regulatory, and other risks associated with a start-up company, including the potential risk of business failure. See Note 3 regarding going concern matters.
Cash - In the consolidated statement of cash flows, cash includes cash in hand and other short-term highly liquid investments with original maturities of three months or less. The Company places its cash on deposit with financial institutions it believes to be of high quality.
Related Party Transactions - The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Advance Payments on Purchases of Inventory, related party - Advance payments on purchases of inventory consists of hydro-therapy beds and related equipment that are held by DryRx, a company owned and controlled by the Chairman’s brother, under a Contract Services Agreement until ownership is transferred, which is when a sale or a use of the bed and equipment occurs and beds are placed in service. The value of the advance payments is stated at the lower of cost or market, determined using the first in, first-out method. Inventory held by third parties in use, which is inventory installed at a third-party location and ownership is maintained by the Company, is re-classified to fixed assets and depreciated over its useful life using the straight-line method of depreciation. All inventory held as advance payments on purchases of inventory are available either for sale or for use to be installed at third-party locations and not transferred until a transaction has occurred. The balance of advance payments on purchases of inventory was $40,000 and $0 as of September 30, 2021 and 2020, respectively.
Fixed Assets - Fixed assets are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives. The fixed assets include equipment placed in use at certain locations which ownership is maintained by the Company. The accumulated depreciation was calculated to be $169,230 and $97,276 as of September 30, 2021, and 2020, respectively.
The intangible assets in the Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2021 were amended and reclassified to equity to properly eliminate intercompany transactions between the parent and its subsidiaries. A second reclassification was recorded to expense previously classified research and development costs from intangible assets to research and development expense.
Patent Cost - Patents with a finite useful life that are acquired through the license agreement are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any impairment changes being accounted for on an annual basis. The expected life of the current patent recorded is expected to be 10 years. The accumulated amortization was calculated to be $500,075 and $300,000 as of September 30, 2021, and 2020, respectively.
License Payable, related party - License payable is the remaining balance due for the initial intangible asset cost. License payable is classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Warranty Liability - For sales to customers, the Company provides a warranty on the beds sold which includes, a three-year warranty on parts, a five-year warranty on the frame and a 90-day warranty on any labor. Warranty liability is accrued and is estimated at 5% of monthly sales and adjusted for actual repairs, replacements, and warranties as they are incurred. The Company periodically assesses the adequacy of our recorded warranty liability and book adjustments as claims data and experience warrants.
Beneficial Conversion Features - The Company accounts for convertible notes payable in accordance with ASC 470-20. A beneficial conversion feature (“BCF”) is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of interest expense for underlying debt instruments and a deemed dividend for underlying equity instruments. A conversion option is in the money if the effective conversion price is lower than the commitment date fair value of a share into which it is convertible. As of September 30, 2021 and 2020, the Company did not have any conversion options that were in the money.
Derivatives - The Company accounts for derivative instruments in accordance with ASC815 and ASC470, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2021 and 2020, the Company did not have any derivative instruments that were designated as hedges.
Revenue - Revenue Recognition Standard, ASC 606 is used by the Company to recognize revenue. ASC 606 standards were jointly issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB). The five conditions of ASC 606 applied to revenue are: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to separate performance obligations; and 5. Recognize revenue as each performance obligation is satisfied.
The Company derives its revenues primarily from the usage fees and sales of hydro therapy massage beds and installation services. Revenues from sales are recognized when the products are sold and delivered to its customers and the usage fees are earned based on subscription or actual usage. Sales Taxes and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue.
Income Taxes - The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de- recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carrybacks and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Fair Value of Financial Instruments - From inception, the Company adopted ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
|●||Level 1: Quoted prices for identical assets and liabilities in active markets;|
|●||Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and|
|●||Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.|
The carrying amounts of financial instruments including cash, accounts payable, warrant liability and notes payable approximated fair value as of September 30, 2021, and 2020 due to the relatively short maturity of the respective instruments.
Recently Issued Accounting Pronouncements - In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016- 02”), which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2020, and interim periods within those years, and must be applied under a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”). The amendments in ASU 2018-11 provide entities with an additional (and optional) transition method to adopt the new lease requirements by allowing entities to initially apply the requirements by recognizing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which the entity adopts the new lease requirements would continue to be in accordance with current GAAP (Topic 840). An entity electing this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The amendments do not change the existing disclosure requirements in Topic 840. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures. The Company does not believe this standard will have a material impact on the Company’s financial statements and disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in ASU 2016-13 replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2021, including interim periods within those years, and must be adopted under a modified retrospective method approach. Entities may adopt ASU 2016-13 earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures. The Company does not believe this standard will have a material impact on the Company’s financial statements and disclosures.
Note 3 Going Concern
The Company adopted Accounting Standards Update No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company had an accumulated deficit at September 30, 2021 and 2020, a net loss and net cash used in operating activities for the reporting periods then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is commencing operations to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of private offering. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 Related Parties
The Company outsources its manufacturing pursuant to a Contract Services Agreement with DryRX, LLC dated as of January 1, 2020, which replaced and superseded the Contract Services Agreement with DryRX, LLC dated as of July 22, 2018, which expired in accordance with its terms. The Contract Services Agreement, among other things, provides that DryRX shall provide manufacturing and support services on behalf of the Company, and shall be responsible for the manufacturing oversight and production operations of the Company’s products. In return, the Company is obligated to pay to DryRX a fee equal to 10% of net sales less cost-of-goods-sold and all expenses associated with the services. DryRX is owned and controlled by Steve Howe’s brother.
The Company entered into a Consulting Agreement with Massagewave, Inc., owned and controlled by Steve Howe, to assist with business development and administrative activities. The agreement was entered into on May 1, 2018 and had required monthly payments of $15,000 per month. The agreement expired on April 30, 2020, with renewal options. The Company incurred consulting expense, related party of $68,262 and $111,884 as of September 30, 2021, and 2020, respectively. The Company also has an accounts payable, related party balance of $1,500 and $1,500 as of September 30, 2021, and 2020, respectively. The due to and due from accounts are to various investors and related parties above for business related activities.
Note 5 Fixed Assets
The carrying basis and accumulated depreciation of fixed assets at September 30, 2021 and 2020 is as follows:
Schedule of Fixed Assets
|Useful Lives||September 30, 2021||September 30, 2020|
|Inventory at 3rd Party Warehouse||5 years||$||212,000||329,000|
|Equipment in use||5 years||$||147,000||$||0|
|Vehicles and Trailers||5 years||60,266||60,266|
|Research and Development||5 years||0||217,076|
|Patent Costs||10 years||2,001,000||0|
|Building improvements||40 years||167,565||0|
|Less depreciation and amortization||669,304||97,277|
|Total fixed assets, net||$||1,918,527||509,065|
The Company recorded depreciation expense of $61,700 and $57,340 for the years ended September 30, 2021, and 2020, respectively.
Note 6 License Agreement, Related Party
On April 30, 2019, the Company entered worldwide exclusive license with Drywave Technologies, Inc. (“Drywave”), a Company owned by Steve Howe. On the terms and conditions of the agreement, the Company received intellectual property rights to manufacture, use, and offer for sale all the products related to the patents and trademarks for dry hydrotherapy therapy technologies. The license fee to acquire the technology was $2,000,000, and was paid as follows:
|(a)||$350,000, plus $1,000 escrow fee, due on or before April 30, 2019;|
|(b)||$200,000 due on or before October 30, 2019; and|
|(c)||$1,450,000 due on or before March 2, 2020.|
The Company made all the required payments as of March 31, 2021. After payment of the $2,000,000 License Fee, the Company pays to Drywave a royalty of 3% of Net Sales for the longer of the period in which there are valid patent claims or ten years. The Company is performing on this agreement.
The company recorded the original license fee as an intangible asset as of April 30, 2019, and is amortizing the asset over the expected useful life of the asset of 10 years. The Company recorded amortization expense of $50,025 and $50,000 for the Quarters ended September 30, 2021, and 2020, respectively.
Note 7 Notes Payable
The following are the various notes payable of the Company:
PPP Loan - During the fiscal year ended March 31, 2021, the Company received PPP loans under the Paycheck Protection Program sponsored by the U.S. Small Business Administration (SBA) providing for proceeds of $294,066. The PPP Loan was made pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the SBA. $145,411 was forgiven on May 4, 2021, on May 12, 2021, $151,502.67, including interest, was forgiven. Additionally, the Company borrowed an additional aggregate of $294,825 in January and February 2021 under the CARES Act, which may be forgiven subject to the terms of the Paycheck Protection Program. $146,959, including interest was forgiven on August 17, 2021.
Nonconvertible notes, related party - The Company has issued $1,244,655 in unsecured notes payable to investors. $1,180,937 is due in the short term and $63,718 is due in the long term.
Schedule of Nonconvertible Notes Related Party
|Interest Rate||Issuance Date||Maturity|
Nonconvertible notes, non-related- The Company has issued $2,670,844 in unsecured notes payable to investors. $2,468,219 is due in the short term and $202,625 is due in the long term.
Schedule of Nonconvertible Notes Non Related
|Interest Rate||Default Rate||Issuance Date||Maturity|
Convertible notes, related party - The Company has issued $29,970 in unsecured notes payable to investors of the Company, bearing an annual interest rate of 4% and a default interest rate of an additional 2%. The notes are due December 30, 2021 unless sooner paid in full or converted in accordance with the terms of conversion, provided, however, that if a “Qualified IPO” does not occur on or before the maturity date, the maturity date shall be extended automatically for an additional one-year period and, during such period, the notes will bear interest at an annual rate of eight percent.
Convertible notes, non related - As of the year ended September 30, 2021, the Company has issued an aggregate of $1,811,643 in unsecured notes payable bearing average annual interest rates of 10%. The notes are due between March - October 2022 unless sooner paid in full or converted in accordance with the terms of conversion; provided, however, that if a “Qualified IPO” does not occur on or before the maturity date, the maturity date shall be extended automatically for an additional one-year period and, during such period, the notes will bear interest at an annual rate of eight percent (10%). The maturity date of these notes was extended to December 2021.
Upon commencement by the Company of an underwritten initial public offering or the completed Share Exchange and Reorganization Agreement, of Borrower’s common stock, the Note principal, together with all accrued and unpaid interest, will be converted into Shares as of the date of such commencement. After the share exchange was completed, the Company negotiated with the lenders to convert the loans for securities of the Company determined by dividing the outstanding balance of the Note and accrued interest by $1.80, subject to adjustment. The Company evaluates these notes at commencement for beneficial conversion features and derivatives and concluded there were none.
Auctus Loan - On June 24, 2021, the Company entered into a Securities Purchase Agreement dated as of June 24, 2021, and issued and sold to Auctus Fund, LLC (“Auctus”), a Senior Secured Promissory Note in the principal amount of $650,000 (the “Auctus Note”). Also pursuant to the Purchase Agreement, in connection with the issuance of the Note, the Company issued two common stock purchase warrants (separately, the “First Warrant” and the “Second Warrant” and together, the “Warrants”) to Auctus, each allowing Auctus to purchase an aggregate of shares of the Company’s common stock. The Second Warrant is subject to cancellation pursuant to the terms of the Auctus Note and may not be exercised until the Trigger Date (as defined in the Second Warrant). The Warrants each have an exercise price of $0.15 per share, subject to customary adjustments (including anti-dilution adjustments), and may be exercised at any time until the three year anniversary of the Warrants; provided, however, in the event the Company repays the Auctus Note in its entirety on or prior to the maturity date, the Second Warrant shall automatically expire and may only be exercised in the event it does not so automatically expire. The Warrants include a cashless exercise provision as set forth therein.
Note 8 Shareholders’ Equity
Common Stock - The Company is authorized to issue shares of common stock, par value $ per share. All shares of the Company’s common stock have equal rights and privileges with respect to voting, liquidation, and dividend rights. Each share of common stock entitles the holder thereof to:
|a.||One non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders;|
|b.||To participate equally and to receive all such dividends as may be declared by the Board of Directors out of funds legally available; therefore, and|
|c.||To participate pro rata in any distribution of assets available for distribution upon liquidation.|
Stockholders have no pre-emptive rights to acquire additional shares of common stock or any other securities. Common shares are not subject to redemption and carry no subscription or conversion rights.
Preferred Stock - On April 6, 2021, the Company increased its authorized shares of “blank check” preferred stock from to shares, which may be issued from time to time in one or more series and/or classes. shares of preferred stock have been issued or are outstanding as of September 30, 2021.
The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of September 30, 2021, and 2020.
Note 9 Income Taxes
Income Tax Expense
For the fiscal year ended September 31, 2021, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate to the pre-tax loss before income taxes, and total income tax expense recognized in the financial statements is the change in the valuation allowance. For the fiscal year ended September 31, 2021, and 2020, the Company did 0t recognize any current income tax expense or benefit due to a full valuation allowance on its deferred income tax assets.
NOL Carryforwards and Other Matters
The Company files income tax returns in the U.S. federal jurisdiction and the state of Colorado. The Company’s federal and state tax years for the 2018 fiscal year and forward are subject to examination by taxing authorities.
The Company did 0t have any unrecognized tax benefits as of September 30, 2021, and 2020. The Company’s policy is to account for any interest expense and penalties for unrecognized tax benefits as part of the income tax provision. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease within the next twelve months.
Note 10 Commitments and Contingencies
Off-Balance Sheet Arrangements - The Company has 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.
Leases - The Company leases approximately 200 square feet on a month-to-month basis. Under the lease, the lease term continues for 12 months and may be terminated upon 30 days prior notice from the landlord or, by the Company, upon 30 days prior written notice. As needed, additional space can be leased in the same building the Company currently utilizes.
The Company leases a warehouse facility of approximately 1,500 square feet utilized as a service location for Southern California clients. Under the lease, the lease term continues for 37 months and may be terminated upon 90 days prior notice from the landlord or, by the Company, upon 90 days prior written notice.
Licenses- The Company entered into a Master Facility License Agreement in which space is currently leased at two fitness facilities to operate equipment in use. The licenses have an initial term of 90 days and then are on a month-to-month basis. The rent is a fixed fee times the number of beds that ware installed in the space. After six months, the rental fee also includes 2% of gross revenue generated under the license. Subsequent to June 30, 2021, the rental fee on the two facilities was modified to eliminate a fixed fee rental to a percentage of gross revenues. The term was also modified so the initial term of each License granted be effective as of such license’s grant date and shall continue for a period of two years, unless sooner terminated. At the expiration of a license term, the applicable license shall automatically expire and terminate unless prior to the expiration of the license term, the parties enter into a mutually agreed upon agreement for licensee to continue providing services within the applicable facility.
Legal Matters - From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. During the periods ended September 30, 2021 and 2020, there are no proceedings in which the Company or any of its directors, officers or affiliates, or any registered or beneficial shareholders, is an adverse party or has a material interest adverse to its interest.
Note 11 Subsequent Events
On July 20, 2021, the principal balance under the Auctus Note was increased by $25,000 as consideration for Auctus waiving a covenant under the Auctus Note requiring the Company to comply with the reporting requirements of the Securities Exchange Act of 1934.
Note 12 Restatement
The Company’s Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2021 filed with the Securities and Exchange Commission on December 3, 2021 (the “Original Filing”) is being amended and restated due to the Company currently not holding any leases of inventory which was removed from the footnotes of the financial statements in the Form 10-Q/A, and instead providing that the Company derives its revenues primarily from the usage fees and sales of hydrotherapy massage beds and installation services. Revenues from sales are recognized when the products are sold and delivered to its customers and the usage fees are earned based on subscription or actual usage. Sales Taxes and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue.
In addition, the Form 10-Q/A was further amended to provide for the net loss per common share (basic and diluted) and the weighted average earnings per share have been recalculated and included in this Amendment No. 1 to the Original Filing.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
The following discussion should be read in conjunction with our unaudited financial statements and related notes included in Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended March 31, 2021. Certain information contained in this MD&A includes “forward-looking statements.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section entitled “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.
Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology.
In light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in this Quarterly Report on Form 10-Q will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
We develop and market products for wellness and physical therapy markets, using patented dry-hydro therapy equipment that we plan to offer and sell in fitness and medical markets.
Our mission is to redefine the massage industry by introducing affordable, “on demand” massage memberships through a network of retail locations, which we refer to as Relaxation Centers, which feature a patented, touchless SOLAJET™ massage, a technology equivalent to hands-on massage. We seek to become the leading provider of therapeutic massage and the most recognized brand in the massage category through the rapid and focused expansion of Relaxation Centers in key markets throughout the U.S. and Europe. The goal is not only to capture a significant share of the existing market but also to expand the massage market as a whole by attracting a large segment of potential customers who are averse to human touch.
We plan to introduce a disruptive business model into the traditional massage industry by delivering the important benefits of massage in a more affordable and convenient way. We have created a unique and expandable business model that we believe breaks through the main barriers of massage which include cost, scheduling, and quality/consistency.
Central to our business plan is the creation of Relaxation Centers, which are premium, spa-like locations that can be located, and an appointment booked, by customers or “members” using a smartphone app or the web (massage on demand). We expect that each Relaxation Center will have an average of ten patented dry-hydrotherapy SOLAJET™ massage systems where customers will receive a private, deeply relaxing, consistent and therapeutic massage. We believe that the experience is equal to a traditional hands-on massage provided by an experienced, licensed masseuse. The SOLAJET™ massage systems are designed to permit customers to control virtually every aspect of the massage session by the touch of a button.
Our retail membership model is currently based upon a price from $5 to $10 per fifteen minute session. We believe that the combined experience of deep tissue massage, therapeutic heat and proprietary wave therapy is so significant, the effects of a one hour hands-on massage can be felt in as little as one fifteen minute session. Due to this technology advantage, we expect to operate the Relaxation Centers with a minimal amount of staffing, as well as potentially franchise Relaxation Centers to third parties to enhance the rate of growth. Based on projected usage rates determined by us after multiple years of product development and market testing, we estimate that a single SOLAJET™ massage system may generate approximately $60,000 in annual revenue with a target gross margin of approximately 60%.
On April 17, 2020, we entered into the Exchange Agreement with Omnia Corp. and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of capital stock of Omnia Corp. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021 and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding Omnia Corp. Shares were exchanged for shares of our common stock, par value $0.001 per share, based on the exchange ratio of one share of our common stock for every one Omnia Corp. Share. Accordingly, we acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 shares of our common stock and Omnia Corp. became our wholly-owned subsidiary. As of the Closing, Mr. Amer Samad, formerly our sole director and executive officer, agreed to cancel 52,656,888 (pre-stock split) shares of our common stock owned beneficially and of record by him as part of the conditions to Closing, which were cancelled immediately after the Closing. We also issued an aggregate of 1,269,665 shares of common stock on January 5, 2021 as a result of the conversion in accordance with their terms of outstanding convertible promissory notes in the aggregate principal amount of approximately $539,000.
As of immediately prior to the closing of the Acquisition, we entered into an Assignment and Assumption Agreement with RZI Consulting LLC (the “Assignment Agreement”), pursuant to which RZI Consulting LLC assumed substantially all of our remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of the closing of the Acquisition, we had no assets or liabilities (other than relating to general and administrative expenses).
Significant Accounting Policies and Estimates
The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.
Results of Operations
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Fiscal Quarter Ended September 30, 2021 Compared to Fiscal Quarter Ended September 30, 2020
Total revenue was $57,809 for the fiscal quarter ended September 30, 2021, compared to $ 75,000 for the fiscal quarter ended September 30, 2020. The decreased revenue during the 2021 period is due to a shift of selling equipment to a shared revenue program with our customers implemented in the first fiscal quarter of 2021. The Company also obtained PPP loan forgiveness of approximately $147,000 for the fiscal quarter ended September 30, 2021.
Cost of Goods Sold
Total cost of goods sold was $8,477 for the fiscal quarter ended September 30, 2021, compared to $70,826 for the fiscal quarter ended September 30, 2020. The decrease in cost of goods sold during the 2021 period was due to the Company moving its business model to primarily usage memberships or revenue share with partners, where the Company retains ownership of the equipment and does not enter into a sales arrangement. Therefore, cost of goods sold is not accounted for as in a traditional sales model.
Total operating expenses was $426,270 for the fiscal quarter ended September 30, 2021, compared to $476,677 for the fiscal quarter ended September 30, 2020. There was a decrease due to selling and marketing, general and administrative expenses and payroll expense during the 2021 period as the Company continued to build its business, offset by higher depreciation and amortization expenses, related party, legal and professional fees and consulting fees, as compared to 2020.
The June 30, 2021 10Q Research and Development Expense was restated for the Original Filing period related to June 30, 2021 due to a reclassification between Intangible Assets and Research and Development Expense.
Interest expense was $918,807 for the fiscal quarter ended September 30, 2021, compared to $378,419 for the fiscal quarter ended September 30, 2020. The increase in interest expense from 2020 is due to the Company issuing convertible notes during the period in the amount of $1,090,000, that convert into shares at a lower cost than the cost that was offered to the current market (the Beneficial Conversion Feature). The convertible notes convert within 12 months at $.22/ share and were issued when the market for the shares ranged from $.17 to $.36/share. The Company is recognizing the cost for the price difference in those shares, which represents the share’s intrinsic value and is considered an additional cost of financing and is recorded as an interest expense for the period of $771,576.
Net Income (Loss)
The net loss for the fiscal quarter ended September 30, 2021 was $(1,546,286), compared to a net loss for the fiscal quarter ended September 30, 2020 of $(850,922). The net loss of $(1,546,286) as of the fiscal quarter ended September 30, 2021 resulted in a loss per share of (.006) compared to a net loss of $(850,922) as of September 30, 2020, resulting in a loss per share of (.004).
Six Months Ended September 30, 2021 Compared to Six Months Ended September 30, 2020
Total revenue was $94,931 for the six months ended September 30, 2021, compared to $63,764 for the six months ended September 30, 2020. The increase in revenue during the 2021 period is due to a shift of selling equipment to a shared revenue program with our customers implemented in the first fiscal quarter of 2021. The Company also had $443,873 of Income in 2021 from the forgiveness of its PPP loan under the CARES Act.
Cost of Goods Sold
Total cost of goods sold was $15,010 for the six months ended September 30, 2021, compared to $89,995 for the six months ended September 30, 2020. The decrease in cost of goods sold during the 2021 period was mainly due to the Company reviewing the value of obsolete items in inventory in 2020 and writing this down by charging to cost of goods sold. Additionally, the Company is moving its business model to primarily usage memberships or revenue share with partners, where the Company retains ownership of the equipment and does not enter into a sales arrangement. Therefore, cost of goods sold is not accounted for as in a traditional sales model.
Total operating expenses was $682,476 for the six months ended September 30, 2021, compared to $842,002 for the six months ended September 30, 2020. There was a decrease due to selling and marketing, general and administrative expenses and payroll expense during the 2021 period as the Company continued to build its business, offset by higher depreciation and amortization expenses, related party, legal and professional fees and consulting fees, as compared to 2020.
Interest expense was $1,045,638 for the six months ended September 30, 2021, compared to $364,915 for the six months ended September 30, 2020. The increase in interest expense from 2020 is due to the Company issuing convertible notes during the period in the amount of $1,090,000, that convert into shares at a lower cost than the cost that was offered to the current market (the Beneficial Conversion Feature). The convertible notes convert within 12 months at $.22/ share and were issued when the market for the shares ranged from $.17 to $.36/ share. The Company is recognizing the cost for the price difference in those shares, which represents the share’s intrinsic value and is considered an additional cost of financing and is recorded as an interest expense for the period of $771,576.
Net Income (Loss)
The net loss for the six months ended September 30, 2021 was $(1,936,318), compared to net loss for the six months ended September 30, 2020 of $(1,233,148). The net loss of $(1,936,318) as of the six months ended September 30, 2021 resulted in a loss per share of (.008), compared to a net loss of $(1,233,148) as of September 30, 2020, resulting in a loss per share of (.005).
Liquidity and Capital Resources
We have historically funded operations through the issuance of loans, evidenced by convertible and non-convertible promissory notes. Since inception, we have raised an aggregate of $8,891,158 through the sale of such promissory notes, of which approximately $5,392,984 principal amount remains outstanding and either is currently due and continuing to accrue default interest, or will be due in 2021. Additionally, in 2021 we received funding of $294,825, for a total of $ 588,891, pursuant to the federal Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security (CARES) Act, of which approximately $444,000 was forgiven in May and August 2021, and approximately $148,000 was forgiven in October 2021.
Based on our current burn rate, we need to raise additional capital in the short term to fund operations, including the opening of Relaxation Centers, and meet expected future liquidity requirements, as well as to repay our remaining existing total indebtedness of approximately $6,403,103, if not converted to equity, or we will be required to curtail or terminate some or all of our installations or our operations. We are continuously in discussions to raise additional capital, which may include or be a combination of convertible or term loans and equity which, if successful, will enable us to continue operations based on our current burn rate, for the next 12 months; however, we cannot give any assurance at this time that we will successfully raise all or some of such capital or any other capital. In addition, the recent COVID-19 pandemic has presented unprecedented challenges to businesses and the investing landscape around the world, including our business. Therefore, there can be no assurance that management’s plans will be successful. We may not be able to negotiate any such financing arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines or our operations. Furthermore, at this time, we do not have an established source of funds sufficient to cover operating costs after January, 2022. Funds raised, if any, are anticipated to fund not just repayment of existing obligations, but our ongoing operations including validating the business model for Relaxation Centers, hiring additional personnel, and expanding the revenue share model with additional facilities.
We currently have available funds to repay currently due liabilities of approximately $67,326 but we do not have available funds to repay note indebtedness that is expected to become due in 2021, and are exploring refinancing, extending the maturity date and/or converting some or all of such indebtedness into equity.
There can be no assurance that necessary debt or equity financing will be available, or will be available on terms acceptable to us, in which case we may be unable to meet our obligations or fully implement our business plan, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Additionally, we will need additional funds to respond to business opportunities including potential acquisitions of complementary technologies, protect our intellectual property, develop new lines of business, and enhance our operating infrastructure. While we may need to seek additional funding for any such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock.
As a result of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. If equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. Any of these actions could materially harm our business, results of operations and future prospects.
The following table provides a summary of the net cash flow activity for each of the periods set forth below:
|Six Months ended September 30,|
|Cash used in operating activities||$||(1,536,678||)||$||(539,740||)|
|Cash provided by investing activities||(146,750||)||(2,279,979||)|
|Cash provided by financing activities||1,721,993||2,703,216|
|Change in cash||$||38,565||$||(116,503||)|
Cash used in operating activities for the six months ended September 30, 2021 was $(1,536,678). Cash used in operating activities for the six months ended September 30, 2020 was $(539,740). The additional expenses reflect interest on beneficial conversion feature and costs in leasehold improvements incurred in preparing our first company store location on Long Island, NY.
Cash provided by investing activities for the six months ended September 30, 2021 was $(146,750), compared to $(2,279,979) for the six months ended September 30, 2020, which consisted of acquiring fixed assets, research and development and licensing technology.
Cash provided by financing activities for the six months ended September 30, 2021 was $1,721,993, compared to $2,703,216 for the six months ended September 30, 2020, which consisted of decrease of loans payable, advances to related party for production, and proceeds from issuance of notes.
The independent auditors’ report accompanying our March 31, 2021, financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $(6,251,138) and had a working capital deficit of $(5,930,448) at September 30, 2021, and have reported negative cash flows from operations since inception. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months. Our ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.
Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by any of our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). As required by Rule 13a-15(b) under the Exchange Act, management of the Company, under the direction of our principal executive officer and principal financial officer, reviewed and performed an evaluation of the effectiveness of design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2021. Based on that review and evaluation, our principal executive officer and principal financial officer concluded that as of September 30, 2021, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and were not effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Although we have begun to rectify these weaknesses by the hiring of an additional accounting personnel in August 2021, and intend to implement an independent board of directors and a full-time Chief Financial Officer once we have additional resources to do so, our remediation of these deficiencies is still ongoing.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with the evaluation we conducted of the effectiveness of our internal control over financial reporting as of September 30, 2021, that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Not required for a Smaller Reporting Company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits
The exhibits listed below are hereby furnished to the SEC as part of this report:
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, this 28 day of March, 2022.
|OMNIA WELLNESS INC.|
|By:||/s/ Steve R. Howe|
|Name:||Steve R. Howe|
|(principal executive officer)|
|By:||/s/ Andrew E. Trumbach|
|Name:||Andrew E. Trumbach|
|Title:||Chief Financial Officer|
|(principal financial and accounting officer)|