What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-05-17 compared with 2020-05-29 · 121 added, 100 removed, 85 unchanged (72% of the section changed)

7 unchanged sentences

following table sets forth the range of low and high closing sale prices for our common stock, as adjusted to give retroactive

effect to a 1000-to-one reverse split effective September 2019, for each of the periods indicated as reported and summarized by

the Pink tier of the OTC Markets Group:

effect to a 1,000-to-one reverse split effective September 2019, for each of the periods indicated as reported and summarized

by the Pink tier of the OTC Markets Group:

First Quarter

Fourth Quarter

Third Quarter

Second Quarter

First Quarter

Fourth Quarter

May 10, 2021, the closing price per share for the most recent sale of our common stock on the Pink tier of the OTC Markets Group

We have 498 stockholders of record of our common stock.

As of May 26, 2020, we had 4,500,417 shares of our common stock

issued and outstanding.

As of May 12, 2021, we had 4,945,417 shares of our common

stock issued and outstanding.

shares of common stock are subject to the “penny stock”

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which our equity securities are authorized for issuance.

of Securities To

Issued upon Exercise

Outstanding Options,

Plan Category

Number of Securities To

Be Issued upon Exercise

of Outstanding Options,

Warrants and Rights

Weighted-Average

of Securities Remaining

for Future Issuance

Equity Compensation

(excluding securities

in column (a))(c)

compensation plans approved by security holders

compensation plans not approved by security holders

Exercise Price of

Outstanding Options,

Warrants and Rights

Number of Securities Remaining

Available for Future Issuance

under Equity Compensation

Plans (excluding securities

reflected in column (a))(c)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Sales of Unregistered Securities

2020, the holder of our outstanding convertible debenture converted $4,400 in accrued interest into 220,000 shares of our common

This conversion resulted in the reduction of the balance due on these debentures but did not generate cash proceeds.

common stock was issued in reliance on the exemption from registration set forth in Section 4(a)(1) of the Securities Act of 1933,

No underwriter participated.

SELECTED FINANCIAL DATA

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footprint in more than 50 key, international markets.

devoted most of 2019 to exploring new product opportunities in a number of products.

In late 2019, we entered into a new, five-year

manufacturing and distribution agreement with an unrelated party to manufacture, distribute, and sell condoms, electronic tobacco

products, cigars, energy drinks, water beverages, and related merchandise, all using the HUSTLER®

had no revenue during the years ended December 31, 2019 and 2018, while we devoted our efforts and financial resources to development

early 2020, we completed phase one of our development of all HUSTLER®-branded products, which enabled us to generate revenue

of $1,732,625 during the year ended December 31, 2020.

Our 2020 revenue-generating activities capitalized on our efforts during

most of 2019 to exploring new product opportunities.

In late 2019, we entered into a new, five-year manufacturing and distribution

agreement with an unrelated party to manufacture, distribute, and sell condoms, electronic tobacco products, cigars, energy drinks,

water beverages, and related merchandise, all using the HUSTLER®

had no revenue during the year ended December 31, 2019, while we devoted our efforts and financial resources to development of

have suffered substantial losses.

The future of our company is dependent upon our ability to generate revenues, or revenues sufficient

to offset operating costs or recover start-up costs, under our new Exclusive Manufacturing and Distribution Agreement signed in

December 2019.

Management intends to seek additional capital through a private placement or public offering of its common stock,

if necessary.

The future of our company is dependent upon our ability to generate revenues sufficient to offset

operating costs or recover start-up costs under our GloBrands-HUSTLER®

Exclusive Manufacturing and Distribution Agreement

signed in December 2019.

Management intends to seek additional capital through a private placement or public offering of its common

stock, if necessary.

Our auditors have expressed a going concern in their opinion, which raises substantial doubts about our ability

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and Cost of Sales

had no revenues for the years ended December 31, 2019 and 2018.

the year ended December 31, 2019, selling, general, and administrative expenses were approximately $407,000, as compared to approximately

$447,000 for the same period in 2018, a decrease of 9%, as a result of a reduction in legal expenses.

had revenues of $1,732,625 and $0 during the years ended December 31, 2020 and 2019, respectively.

Revenues during the year ended

December 31, 2020, were derived from the design, manufacture, and delivery of certain licensed products in accordance with our

GloBrands-HUSTLER®

distribution agreement entered into in late 2019.

the year ended December 31, 2020, selling, general, and administrative expenses and employee costs were approximately $758,000,

as compared to approximately $407,000 for the same period in 2019, an increase of 86%, as a result of increased operations

from executing our business plan.

Income and Expense

expenses during the year ended December 31, 2019, consisted of approximately $593,000 of interest expense, a loss on derivation

valuation of approximately $81,000, offset by other income and a gain on settlement of debt totaling approximately $1,000.

expenses during the year ended December 31, 2018, consisted solely of approximately $500,000 of interest expense related to convertible

a result of the foregoing, we had a loss from continuing operations of $1.1 million during the year ended December 31, 2019, as

compared to $0.9 million during the year ended December 31, 2018.

income and expenses during the year ended December 31, 2020, consisted of interest expense of approximately $658,000, a loss of disposal

of equipment of approximately $10,000, losses of the fair value of derivative liabilities of approximately $23,000, gains on the write-off

of accounts payable of approximately $1.0 million, and other income of $42,000.

Other expenses during the year ended December 31, 2019,

consisted of approximately $593,000 of interest expense and a loss on derivation valuation of approximately $81,000, offset by other

income and a gain on settlement of debt totaling approximately $1,000.

a result of the foregoing, we had income from continuing operations of $0.5 million during the year ended December 31, 2020, as

compared to a loss of $1.1 million during the year ended December 31, 2019.

and Capital Resources

have had a history of losses from operations, as our expenses were greater than our declining revenues, which had ceased entirely.

had a history of losses from operations prior to 2020, as our expenses had been greater than our revenues, which had ceased entirely

several years earlier.

Our accumulated deficit was $77.9 million at December 31, 2020.

For the year ended December 31, 2019, we used negligible net cash

of $200 from operating and financing activities, compared to using negligible net cash of $5,610 for the prior year, from operating

and financing activities.

For the year ended December 31, 2020, we

generated approximately $108,000 of cash from operating, investing, and financing activities, compared to using negligible net

cash of $200 for the prior year from operating and financing activities.

During the year ended December 31, 2020, we generated

approximately $464,000 of net cash in operations, comprised of net income from continuing operations of $452,000, noncash

expenses of approximately $866,000, changes in working capital of approximately $1,000,000, and net cash used in

discontinued operations of approximately $115,000.

The net change in working capital was primarily driven by accrued interest of approximately

$543,000 and accrued liabilities of approximately $640,000.

the year ended December 31, 2019, we used approximately $123,000 of net cash in operations, comprised of a net loss from continuing

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by accrued interest of approximately $501,000 and accrued liabilities of approximately $274,000.

the year ended December 31, 2018, we used approximately $209,000 of net cash in operations, comprised of a net loss from continuing

operations of approximately $946,000, noncash losses of approximately $244,000, changes in working capital of approximately $498,000,

and net cash used in discontinued operations of $4,875.

The net change in working capital was primarily driven by an increase

in accrued interest of $494,000.

the year ended December 31, 2019, financing activities provided approximately $123,000 of net cash, the majority of which were

proceeds from convertible and related-party loans.

the year ended December 31, 2018, we generated approximately $203,000 of net cash from financing activities comprised solely of

proceeds from related-party loans.

the year ended December 31, 2020, we used $337,520 of net cash from financing activities mainly comprised of repayments

on related-party loans that totaled $467,409 and proceeds from non-related-party loans of $156,000.

the year ended December 31, 2019, financing activities provided approximately $123,000 of net cash, which were mainly proceeds

from convertible and related-party loans.

Capital Resources and Anticipated Requirements

monthly operating costs approximately $35,000 per month, excluding approximately $50,000 of accruing interest expense and capital

expenditures.

We continue to focus on generating revenue and reducing our monthly business expenses through cost reductions and

operational streamlining.

In early 2020, we received a payment of $250,000 under our GloBrands agreement and expect to receive

additional payments during the balance of the year.

Currently, we do not have enough cash on hand to sustain our business operations,

and we expect to access external capital resources in the near future.

conjunction with our efforts to commercialize new products, we are actively seeking infusions of capital from investors.

current financial condition, it is unlikely that we will be able to obtain additional debt financing.

Even if we did acquire additional

debt, we would be required to devote additional cash flow to servicing the debt and securing the debt with assets.

we are looking to obtain equity financing to meet our anticipated capital needs.

We cannot assure that we will be successful in

obtaining such capital.

If we were to issue additional shares for debt and/or equity, this would dilute the value of our common

stock and existing stockholders’

We also have no authorized but unissued capital available, and we are dependent

on the Amendment becoming effective in order to obtain any new equity financing.

monthly operating costs are approximately $35,000 per month, excluding approximately $50,000 of accruing interest expense and

capital expenditures.

We continue to focus on generating revenue and reducing our monthly business expenses through cost reductions

and operational streamlining.

We have only recently begun to generate enough cash to sustain our day-to-day operations, and we

expect to access external capital resources in the future to fund any new projects we may undertake.

We cannot assure that we

will be successful in obtaining such capital.

we seek infusions of capital from investors, it is unlikely that we will be able to obtain additional debt financing.

incur additional debt, we would be required to devote additional cash flow to servicing the debt and securing the debt with assets.

issuance of additional shares for equity or for conversion of debt could dilute the value of our common stock and existing stockholders’

Debentures and Notes Payable

currently have an amended, restated, and consolidated secured convertible debenture with Tekfine, LLC, an unrelated entity, with

a maturity date of April 30, 2027, to the extent not previously converted.

The amended debenture had a total outstanding principal

balance of $2,390,528, with accrued interest of $1.4 million as of December 31, 2019.

In addition, we have additional convertible

debentures with Tekfine having principal balances of $200,000, $25,000, $25,000, and $10,000, with accrued interest of $26,986,

$708, $493 and $11 as of December 31, 2019, and maturity dates of November 12, 2020, June 3, 2020, August 8, 2020, and December

currently have an outstanding amended, restated, and consolidated secured convertible debenture with Tekfine, LLC, an unrelated

entity, with a maturity date of April 30, 2027, to the extent not previously converted.

The amended debenture had a total outstanding

principal balance of $2.4 million, with accrued interest of $1.5 million as of December 31, 2020.

We also have four additional

convertible debentures with Tekfine with maturity dates ranging from May 30, 2021, until December 8, 2021, totaling $275,000,

unless earlier converted.

The convertible debentures and accrued interest are convertible into shares of our common

stock at the lower of $0.10 or the lowest bid price for the 20 trading days prior to conversion.

The convertible debentures and accrued interest are convertible into shares of our common stock at the

lower of $100 or $0.10 (depending on the instrument) or the lowest bid price for the 20 trading days prior to conversion.

have received advances from related parties totaling $11,500 and $84,987 during the years ended December 31, 2020 and 2019, respectively,

as well as making repayments on related-party loans of $467,409 and $17,785 during the years ended December 31, 2020 and 2019,

respectively.

Additionally, related parties paid expenses on our behalf totaling $1,940 and $(77,180) during the years ended December

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Accounting Policies

methods, estimates, and judgments we use in applying our accounting policies have a significant impact on the results we report

in our financial statements, which we discuss under the heading “Results of Operations”

methods, estimates, and judgments we use in applying our accounting policies have a significant impact on the results we report in our

financial statements, which we discuss under the heading “Results of Operations”

in this Item 7.

accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of

matters that are inherently uncertain.

set forth below those material accounting policies that we believe are the most critical to an investor’s understanding

of our financial results and condition and that require complex management judgment.

preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amount of revenues and expenses during the reporting period.

Actual results could differ from those

Our periodic filings with the Securities and Exchange Commission include, when applicable, disclosures of estimates,

assumptions, and uncertainties that could affect the financial statements and our future operations.

Some of our accounting policies

require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently

set forth below those material accounting policies that we believe are the most critical to an investor’s understanding of our

financial results and condition and that require complex management judgment.

preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amount of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

filings with the Securities and Exchange Commission include, when applicable, disclosures of estimates, assumptions, and uncertainties

that could affect the financial statements and our future operations.

Value of Financial Instruments

carrying amounts reflected in the balance sheets for cash, accounts payable, and related-party payables approximate the respective

fair values due to the short maturities of these items.

carrying amounts reflected in the balance sheets for cash, accounts payable, and related-party payables approximate the respective fair

values due to the short maturities of these items.

We do not hold any investments that are available-for-sale.

Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 820, Fair Value

Measurements and Disclosures , defines fair value, establishes a framework for measuring fair value under GAAP, and enhances

disclosures about fair value measurements.

ASC 820 describes a fair value hierarchy based on three levels of inputs, of which

the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements

and Disclosures , defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about

fair value measurements.

ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered

observable and the last unobservable, that may be used to measure fair value, which are the following:

inputs are quoted prices available in active markets for identical assets or liabilities as of the reporting date

inputs are quoted for similar assets or inputs that are observable, either directly or indirectly, for substantially the full

term through corroboration with observable market data.

Level 2 includes assets or liabilities valued at quoted prices adjusted

for legal or contractual restrictions specific to these investments.

inputs are quoted for similar assets or inputs that are observable, either directly or indirectly, for substantially the full term

through corroboration with observable market data.

Level 2 includes assets or liabilities valued at quoted prices adjusted for legal

or contractual restrictions specific to these investments.

inputs are unobservable for the assets or liabilities;

that is, the inputs reflect the reporting entity’s own assumptions

about the assumptions market participants would use in pricing the asset or liability.

that is, the inputs reflect the reporting entity’s own assumptions about

the assumptions market participants would use in pricing the asset or liability.

do not currently have any financial instruments that we measure at fair value.

Issued Accounting Pronouncements

issued accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that require adoption

and that do not require adoption until a future date are not expected to have a material impact on our financial statements upon

issued accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that require adoption and

that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity