| Quarterly Financial Information |
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of March 31, |
| |
|
2019 |
|
2018 |
|
2017 |
| ASSETS |
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
4,166,517 |
|
|
$ |
285,890 |
|
|
$ |
63,244 |
|
| Accounts receivable |
|
|
— |
|
|
|
19,082 |
|
|
|
— |
|
| Inventory |
|
|
22,942 |
|
|
|
22,942 |
|
|
|
22,942 |
|
| Total Current Assets |
|
|
4,189,459 |
|
|
|
327,914 |
|
|
|
86,186 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
1,706 |
|
|
|
1,706 |
|
|
|
1,706 |
|
| RIGHT-OF-USE ASSET |
|
|
104,000 |
|
|
|
— |
|
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
2,685,512 |
|
|
|
2,930,738 |
|
|
|
3,175,965 |
|
| DEBT ISSUANCE COSTS |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| PRE-ACQUISITION COSTS |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| DEPOSITS |
|
|
5,253 |
|
|
|
5,253 |
|
|
|
5,253 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
$ |
6,985,930 |
|
|
$ |
3,265,611 |
|
|
$ |
3,269,110 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
3,916,364 |
|
|
$ |
2,854,488 |
|
|
$ |
2,837,354 |
|
| Accrued compensation and related liabilities |
|
|
1,469,100 |
|
|
|
2,006,031 |
|
|
|
1,625,199 |
|
| Accrued interest |
|
|
1,462,941 |
|
|
|
1,130,519 |
|
|
|
815,802 |
|
| Lease liabilities |
|
|
104,000 |
|
|
|
— |
|
|
|
— |
|
| Notes payable |
|
|
1,369,856 |
|
|
|
1,369,856 |
|
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
697,000 |
|
|
|
697,000 |
|
|
|
697,000 |
|
| Derivative liability |
|
|
15,854,000 |
|
|
|
— |
|
|
|
— |
|
| Total Current Liabilities |
|
|
24,873,261 |
|
|
|
8,057,894 |
|
|
|
7,345,211 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible notes payable |
|
|
1,000,000 |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
|
25,873,261 |
|
|
|
8,057,894 |
|
|
|
7,345,211 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
|
|
13 |
|
|
|
13 |
|
| Common stock |
|
|
341,529 |
|
|
|
341,529 |
|
|
|
341,529 |
|
| Additional paid-in capital |
|
|
30,712,228 |
|
|
|
30,610,179 |
|
|
|
30,599,931 |
|
| Accumulated deficit |
|
|
(49,941,101 |
) |
|
|
(35,744,004 |
) |
|
|
(35,017,574 |
) |
| Total Stockholders' Deficit |
|
|
(18,887,331 |
) |
|
|
(4,792,283 |
) |
|
|
(4,076,101 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
$ |
6,985,930 |
|
|
$ |
3,265,611 |
|
|
$ |
3,269,110 |
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of March 31, |
| |
|
2016 |
| ASSETS |
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
| Cash and cash equivalents |
|
$ |
2,256 |
|
| Accounts receivable |
|
|
13,595 |
|
| Inventory |
|
|
25,921 |
|
| Other current assets |
|
|
100,149 |
|
| Total Current Assets |
|
|
141,921 |
|
| |
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
7,094 |
|
| RIGHT-OF-USE ASSET |
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
3,421,191 |
|
| OTHER NONCURRENT ASSETS |
|
|
2,626 |
|
| |
|
|
|
|
| TOTAL ASSETS |
|
$ |
3,572,832 |
|
| |
|
|
|
|
| |
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
3,060,695 |
|
| Accrued compensation and related liabilities |
|
|
1,435,216 |
|
| Accrued interest |
|
|
528,573 |
|
| Notes payable |
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
697,000 |
|
| Derivative liability |
|
|
106,000 |
|
| Total Current Liabilities |
|
|
7,197,340 |
|
| |
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
| Accrued interest payable |
|
|
— |
|
| Accrued return on noncontrolling interest |
|
|
— |
|
| Mortgage notes payable |
|
|
— |
|
| Total Long-Term Liabilities |
|
|
— |
|
| |
|
|
|
|
| STOCKHOLDERS' DEFICIT |
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
| Common stock |
|
|
341,405 |
|
| Additional paid-in capital |
|
|
30,559,890 |
|
| Accumulated deficit |
|
|
(34,629,719 |
) |
| Accumulated other comprehensive income |
|
|
103,903 |
|
| Total Stockholders' Deficit |
|
|
(3,624,508 |
) |
| |
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
3,572,832 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended March 31, |
| |
|
2019 |
|
2018 |
|
2017 |
| |
|
|
|
|
|
|
| REVENUE |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
50,334 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
| General and administrative |
|
|
1,027,577 |
|
|
|
126,664 |
|
|
|
216,869 |
|
| Amortization of intangible assets |
|
|
61,307 |
|
|
|
61,307 |
|
|
|
61,307 |
|
| Preliminary stage acquisition costs |
|
|
934,243 |
|
|
|
— |
|
|
|
— |
|
| Total Operating Expenses |
|
|
2,023,127 |
|
|
|
187,971 |
|
|
|
278,176 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING LOSS |
|
|
(2,023,127 |
) |
|
|
(187,971 |
) |
|
|
(227,842 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
— |
|
|
|
425,000 |
|
|
|
— |
|
| Interest expense, net |
|
|
(90,529 |
) |
|
|
(80,631 |
) |
|
|
(77,302 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in fair value derivative and finance |
|
|
|
|
|
|
|
|
|
|
|
|
| charges related to derivative liability |
|
|
(3,937,000 |
) |
|
|
344,369 |
|
|
|
— |
|
| Other Income (Expense), Net |
|
|
(4,027,529 |
) |
|
|
— |
|
|
|
(77,302 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| NET (LOSS)/INCOME |
|
$ |
(6,050,656 |
) |
|
$ |
156,398 |
|
|
$ |
(305,144 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| BASIC AND DILUTED LOSS PER COMMON SHARE: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.02 |
) |
|
$ |
0.00 |
|
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING |
|
|
341,529,434 |
|
|
|
341,529,434 |
|
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended March 31, |
| |
|
2016 |
| |
|
|
| REVENUE |
|
$ |
121,647 |
|
| |
|
|
|
|
| OPERATING EXPENSES |
|
|
|
|
| General and administrative |
|
|
454,060 |
|
| Other operating |
|
|
— |
|
| Total Operating Expenses |
|
|
454,060 |
|
| |
|
|
|
|
| OPERATING LOSS |
|
|
(332,413 |
) |
| |
|
|
|
|
| OTHER INCOME (EXPENSE) |
|
|
|
|
| Other Income (Expense) |
|
|
(12,820 |
) |
| Interest expense, net |
|
|
(73,517 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
| Change in fair value derivative |
|
|
— |
|
| Foreign currency transaction gain (loss) |
|
|
— |
|
| Total Other Income (Expense) |
|
|
(86,337 |
) |
| |
|
|
|
|
| NET LOSS |
|
$ |
(418,750 |
) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended March 31, |
| |
|
2019 |
|
2018 |
|
2017 |
| Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(6,050,656 |
) |
|
$ |
156,398 |
|
|
$ |
(305,144 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Share-based compensation |
|
|
43,008 |
|
|
|
10,248 |
|
|
|
35,560 |
|
| Depreciation and amortization |
|
|
61,306 |
|
|
|
61,307 |
|
|
|
61,307 |
|
| Change in fair value of derivative liability |
|
|
3,397,000 |
|
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
— |
|
|
|
— |
|
|
|
112,254 |
|
| Inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accounts payable and accrued expenses |
|
|
858,863 |
|
|
|
(26,427 |
) |
|
|
32,130 |
|
| Accrued compensation and related liabilities |
|
|
(21 |
) |
|
|
— |
|
|
|
26,944 |
|
| Interest payable |
|
|
90,528 |
|
|
|
80,631 |
|
|
|
78,029 |
|
| Other Operating Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(1,059,972 |
) |
|
|
282,157 |
|
|
|
41,080 |
|
| Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-acquisition costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Cash received from derivative forward contract |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Proceeds from exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Financing Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Change in Cash and Cash Equivalents |
|
|
(1,059,972 |
) |
|
|
282,157 |
|
|
|
41,080 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
5,226,489 |
|
|
|
3,733 |
|
|
|
22,164 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
4,166,517 |
|
|
$ |
285,890 |
|
|
$ |
63,244 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended March 31, |
| |
|
2016 |
| Operating Activities: |
|
|
|
|
| Net loss |
|
$ |
(418,750 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| Foreign currency transaction gain |
|
|
— |
|
| Gain on settlement of liabilities |
|
|
— |
|
| Share-based compensation |
|
|
26,705 |
|
| Write-down of long-lived assets |
|
|
|
|
| Depreciation and amortization |
|
|
62,096 |
|
| Amortization of debt discount |
|
|
— |
|
| Change in fair value of derivative liability |
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
|
— |
|
| Inventory |
|
|
623 |
|
| Accounts payable and accrued expenses |
|
|
150,185 |
|
| Accrued compensation and related liabilities |
|
|
— |
|
| Interest payable |
|
|
— |
|
| Other Operating Activities |
|
|
— |
|
| Other noncurrent assets |
|
|
— |
|
| Other current assets |
|
|
(4,460 |
) |
| Net Cash Used in Operating Activities: |
|
|
(183,601 |
) |
| Cash Flows of discontinued operations: |
|
|
|
|
| Operating cash flows |
|
|
153,758 |
|
| Investing cash flows |
|
|
— |
|
| Financing cash flows (including cash at year-end) |
|
|
— |
|
| Net Cash flows from discontinued operations |
|
|
153,758 |
|
| |
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
(2,605 |
) |
| |
|
|
|
|
| Net Change in Cash and Cash Equivalents |
|
|
(32,448 |
) |
| Cash and Cash Equivalents at Beginning of Period |
|
|
34,704 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
2,256 |
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of June 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| ASSETS |
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
2,275,500 |
|
|
$ |
161,014 |
|
|
$ |
64,978 |
|
| Accounts receivable |
|
|
— |
|
|
|
19,082 |
|
|
|
25,081 |
|
| Inventory |
|
|
22,942 |
|
|
|
22,942 |
|
|
|
22,942 |
|
| Total Current Assets |
|
|
2,298,442 |
|
|
|
203,038 |
|
|
|
113,001 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
1,706 |
|
|
|
1,706 |
|
|
|
1,706 |
|
| RIGHT-OF-USE ASSET |
|
|
98,000 |
|
|
|
— |
|
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
2,624,205 |
|
|
|
2,869,432 |
|
|
|
3,114,659 |
|
| DEBT ISSUANCE COSTS |
|
|
100,000 |
|
|
|
— |
|
|
|
— |
|
| PRE-ACQUISITION COSTS |
|
|
755,382 |
|
|
|
— |
|
|
|
— |
|
| DEPOSITS |
|
|
505,253 |
|
|
|
5,253 |
|
|
|
5,253 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
$ |
6,382,988 |
|
|
$ |
3,079,429 |
|
|
$ |
3,234,619 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
3,939,808 |
|
|
$ |
2,808,299 |
|
|
$ |
2,879,783 |
|
| Accrued compensation and related liabilities |
|
|
1,469,100 |
|
|
|
2,003,482 |
|
|
|
1,652,143 |
|
| Accrued interest |
|
|
1,553,470 |
|
|
|
1,211,150 |
|
|
|
967,545 |
|
| Lease liabilities |
|
|
98,000 |
|
|
|
— |
|
|
|
— |
|
| Notes payable |
|
|
1,369,856 |
|
|
|
1,369,856 |
|
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
697,000 |
|
|
|
697,000 |
|
|
|
697,000 |
|
| Derivative liability |
|
|
14,536,000 |
|
|
|
— |
|
|
|
— |
|
| Total Current Liabilities |
|
|
23,663,234 |
|
|
|
8,089,787 |
|
|
|
7,566,327 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible notes payable |
|
|
1,000,000 |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
|
24,663,234 |
|
|
|
8,089,787 |
|
|
|
7,566,327 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
|
|
13 |
|
|
|
13 |
|
| Common stock |
|
|
341,529 |
|
|
|
341,529 |
|
|
|
341,529 |
|
| Additional paid-in capital |
|
|
31,179,041 |
|
|
|
30,669,220 |
|
|
|
30,599,931 |
|
| Accumulated deficit |
|
|
(49,800,829 |
) |
|
|
(36,021,120 |
) |
|
|
(35,273,181 |
) |
| Total Stockholders' Deficit |
|
|
(18,280,246 |
) |
|
|
(5,010,358 |
) |
|
|
(4,331,708 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
6,382,988 |
|
|
$ |
3,079,429 |
|
|
$ |
3,234,619 |
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of June 30, |
| |
|
2016 |
| ASSETS |
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
| Cash and cash equivalents |
|
$ |
12,205 |
|
| Accounts receivable |
|
|
62,924 |
|
| Inventory |
|
|
24,431 |
|
| Other current assets |
|
|
— |
|
| Total Current Assets |
|
|
99,560 |
|
| |
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
5,453 |
|
| RIGHT-OF-USE ASSET |
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
3,359,885 |
|
| OTHER NONCURRENT ASSETS |
|
|
2,626 |
|
| |
|
|
|
|
| TOTAL ASSETS |
|
$ |
3,467,524 |
|
| |
|
|
|
|
| |
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
3,011,834 |
|
| Accrued compensation and related liabilities |
|
|
1,228,969 |
|
| Accrued interest |
|
|
633,173 |
|
| Notes Payable |
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
697,000 |
|
| Derivative liability |
|
|
— |
|
| Total Current Liabilities |
|
|
6,940,832 |
|
| |
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
| Accrued interest payable |
|
|
— |
|
| Accrued return on non-controlling interest |
|
|
— |
|
| Mortgage notes payable |
|
|
— |
|
| Total Long-Term Liabilities |
|
|
— |
|
| |
|
|
|
|
| TOTAL LIABILITIES |
|
|
|
|
| |
|
|
6,940,832 |
|
| STOCKHOLDERS’ DEFICIT |
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
| Common stock |
|
|
341,529 |
|
| Additional paid-in capital |
|
|
30,564,371 |
|
| Accumulated deficit |
|
|
(34,379,221 |
) |
| Accumulated other comprehensive income |
|
|
— |
|
| Total Stockholders' Deficit |
|
|
(3,473,308 |
) |
| Noncontrolling interests |
|
|
— |
|
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
$ |
3,467,524 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended June 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| |
|
|
|
|
|
|
| Revenue |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
109,539 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| General and Administrative |
|
|
937,765 |
|
|
|
135,178 |
|
|
|
179,566 |
|
| Amortization of intangible assets |
|
|
61,306 |
|
|
|
61,306 |
|
|
|
61,306 |
|
| Preliminary stage acquisition costs |
|
|
82,693 |
|
|
|
— |
|
|
|
— |
|
| Total Operating Expenses |
|
|
1,081,764 |
|
|
|
196,484 |
|
|
|
240,872 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Loss |
|
|
(1,081,764 |
) |
|
|
(196,484 |
) |
|
|
(131,333 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expenses) |
|
|
— |
|
|
|
— |
|
|
|
28,279 |
|
| Interest expense, net |
|
|
(89,546 |
) |
|
|
(80,632 |
) |
|
|
(152,553 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in fair value derivative and finance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| charges related to derivative liability |
|
|
1,318,000 |
|
|
|
— |
|
|
|
— |
|
| Other Income (Expense), Net |
|
|
1,228,454 |
|
|
|
(80,632 |
) |
|
|
(124,274 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net (Loss)/Income |
|
$ |
149,690 |
|
|
$ |
(277,116 |
) |
|
$ |
(255,607 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.00 |
) |
|
$ |
0.00 |
|
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,546,009 |
|
|
|
341,529,434 |
|
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended June 30, |
| |
|
2016 |
| |
|
|
| Revenue |
|
$ |
79,583 |
|
| |
|
|
|
|
| Operating Expenses |
|
|
— |
|
| General and Administrative |
|
|
401,838 |
|
| Other Operating |
|
|
— |
|
| Total Operating Expenses |
|
|
401,838 |
|
| |
|
|
|
|
| Operating Loss |
|
|
(322,255 |
) |
| |
|
|
|
|
| Other Income (Expense) |
|
|
|
|
| Other Income (Expense) |
|
|
67,349 |
|
| Interest expense, net |
|
|
(138,770 |
) |
| Gain on settlement of liabilities |
|
|
537,612 |
|
| Change in fair value derivative |
|
|
— |
|
| Foreign currency transaction gain (loss) |
|
|
106,563 |
|
| Total Other Income (Expense), Net |
|
|
572,753 |
|
| |
|
|
|
|
| Loss from Continuing Operations |
|
|
250,498 |
|
| |
|
|
|
|
| Loss from Discontinued Operations |
|
|
— |
|
| |
|
|
|
|
| Net (Loss)/Income |
|
$ |
250,498 |
|
| |
|
|
|
|
| |
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.00 |
) |
| |
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the six months ended June 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| |
|
|
|
|
|
|
| Revenue |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
159,873 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| General and Administrative |
|
|
1,065,342 |
|
|
|
261,842 |
|
|
|
396,434 |
|
| Amortization of intangible assets |
|
|
122,613 |
|
|
|
122,613 |
|
|
|
122,613 |
|
| Preliminary stage acquisition costs |
|
|
1,016,936 |
|
|
|
— |
|
|
|
— |
|
| Total Operating Expenses |
|
|
3,104,891 |
|
|
|
384,455 |
|
|
|
519,047 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Loss |
|
|
(3,104,891 |
) |
|
|
(384,455 |
) |
|
|
(359,174 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
— |
|
|
|
425,000 |
|
|
|
28,279 |
|
| Interest expense, net |
|
|
(180,075 |
) |
|
|
(161,263 |
) |
|
|
(229,856 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in fair value derivative and finance charges related to derivative liability |
|
|
(2,619,000 |
) |
|
|
— |
|
|
|
— |
|
| Other Income (Expense), Net |
|
|
(2,799,075 |
) |
|
|
263,737 |
|
|
|
(201,577 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss |
|
$ |
(5,903,966 |
) |
|
$ |
(120,718 |
) |
|
$ |
(560,751 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.02 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,546,009 |
|
|
|
341,529,434 |
|
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the six months ended June 30, |
| |
|
2016 |
| |
|
|
| Revenue |
|
$ |
201,230 |
|
| |
|
|
|
|
| Operating Expenses |
|
|
|
|
| General and Administrative |
|
|
855,898 |
|
| Other operating |
|
|
— |
|
| Total Operating Expenses |
|
|
855,899 |
|
| |
|
|
|
|
| Operating Loss |
|
|
(654,668 |
) |
| |
|
|
|
|
| Other Income (Expense) |
|
|
|
|
| Other Income (Expense) |
|
|
54,528 |
|
| Interest expense, net |
|
|
(212,287 |
) |
| Gain on settlement of liabilities |
|
|
537,612 |
|
| Change in fair value derivative |
|
|
— |
|
| Foreign currency transaction gain (loss) |
|
|
105,563 |
|
| Total Other Income (Expense), Net |
|
|
486,416 |
|
| |
|
|
|
|
| Net Loss |
|
$ |
(168,252 |
) |
| |
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.00 |
) |
| |
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,149,556 |
|
| |
|
|
|
|
| Statement of Comprehensive Income |
|
|
|
|
| Net Loss |
|
$ |
(168,252 |
) |
| Other comprehensive loss-foreign currency translation adjustment |
|
|
— |
|
| Comprehensive Loss |
|
$ |
(168,252 |
) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended June 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
146,690 |
|
|
$ |
(277,116 |
) |
|
$ |
(255,607 |
) |
| Adjustments to reconcile net loss to net cash |
|
|
|
|
|
|
|
|
|
|
|
|
| used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Share-based compensation |
|
|
460,395 |
|
|
|
59,041 |
|
|
|
— |
|
| Depreciation and amortization |
|
|
61,307 |
|
|
|
61,306 |
|
|
|
61,306 |
|
| Change in fair value of derivative liability |
|
|
(1,318,000 |
) |
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
— |
|
|
|
— |
|
|
|
(25,081 |
) |
| Inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accounts payable and accrued expenses |
|
|
23,444 |
|
|
|
(46,189 |
) |
|
|
42,429 |
|
| Accrued compensation and related liabilities |
|
|
— |
|
|
|
(2,549 |
) |
|
|
26,944 |
|
| Interest payable |
|
|
90,529 |
|
|
|
80,631 |
|
|
|
151,743 |
|
| Other Operating Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(535,635 |
) |
|
|
(124,876 |
) |
|
|
1,734 |
|
| Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-acquisition costs and deposits |
|
|
(1,255,382 |
) |
|
|
— |
|
|
|
— |
|
| Cash received from derivative forward contract |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
(1,255,382 |
) |
|
|
— |
|
|
|
— |
|
| Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
(100,000 |
) |
|
|
— |
|
|
|
— |
|
| Proceeds from exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Financing Activities |
|
|
(100,000 |
) |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net change in Cash and Cash Equivalents |
|
|
(1,891,017 |
) |
|
|
(124,876 |
) |
|
|
1,734 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
4,166,517 |
|
|
|
285,890 |
|
|
|
63,244 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
2,275,500 |
|
|
$ |
161,014 |
|
|
$ |
64,978 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended June 30, |
| |
|
2016 |
| Operating Activities: |
|
|
|
|
| Net loss |
|
$ |
250,498 |
|
| Adjustments to reconcile net loss to net cash |
|
|
|
|
| used in operating activities: |
|
|
|
|
| Foreign currency transaction gain |
|
|
— |
|
| Gain on settlement of liabilities |
|
|
(255,752 |
) |
| Share-based compensation |
|
|
4,606 |
|
| Write-down of long lived assets |
|
|
— |
|
| Depreciation and amortization |
|
|
62,933 |
|
| Amortization of debt discount |
|
|
— |
|
| Change in fair value of derivative |
|
|
(106,000 |
) |
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
|
(52,764 |
) |
| Inventory |
|
|
1,490 |
|
| Accounts payable and accrued expenses |
|
|
(179,963 |
) |
| Accrued compensation and related liabilities |
|
|
104,566 |
|
| Interest payable |
|
|
178,144 |
|
| Other Operating Activities |
|
|
— |
|
| Other noncurrent assets |
|
|
— |
|
| Other current assets |
|
|
41,306 |
|
| Net Cash Used in Operating Activities |
|
|
49,063 |
|
| Investing Activities: |
|
|
|
|
| Plantation developments costs |
|
|
|
|
| Net Cash Used in Investing Activities |
|
|
— |
|
| Financing Activities: |
|
|
|
|
| Proceeds from issuance of preferred membership in GCE Mexico I, LLC |
|
|
— |
|
| Net Cash Provided by Financing Activities |
|
|
— |
|
| Cash Flows of discontinued operations: |
|
|
|
|
| Operating cash flows |
|
|
64,257 |
|
| Investing cash flows |
|
|
— |
|
| Financing cash flows (including cash at year-end) |
|
|
— |
|
| Net Cash flows from discontinued operations |
|
|
64,257 |
|
| |
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
(103,371 |
) |
| |
|
|
|
|
| Net change in Cash and Cash Equivalents |
|
|
9,949 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
2,256 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
12,205 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the six months ended June 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(5,903,966 |
) |
|
$ |
(120,718 |
) |
|
$ |
(560,751 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Share-based compensation |
|
|
503,403 |
|
|
|
69,289 |
|
|
|
35,560 |
|
| Depreciation and amortization |
|
|
122,613 |
|
|
|
122,613 |
|
|
|
122,613 |
|
| Change in fair value of derivative liability |
|
|
2,619,000 |
|
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
— |
|
|
|
— |
|
|
|
87,173 |
|
| Inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accounts payable and accrued expenses |
|
|
882,307 |
|
|
|
(72,616 |
) |
|
|
74,559 |
|
| Accrued compensation and related liabilities |
|
|
(21 |
) |
|
|
(2,549 |
) |
|
|
53,889 |
|
| Interest payable |
|
|
181,057 |
|
|
|
161,262 |
|
|
|
229,771 |
|
| Other Operating Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(1,595,607 |
) |
|
|
157,281 |
|
|
|
42,814 |
|
| Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-acquisition costs and deposits |
|
|
(1,255,382 |
) |
|
|
— |
|
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
(1,255,382 |
) |
|
|
— |
|
|
|
— |
|
| Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
(100,000 |
) |
|
|
— |
|
|
|
— |
|
| Proceeds from exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Financing Activities |
|
|
(100,000 |
) |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net change in Cash and Cash Equivalents |
|
|
(2,950,989 |
) |
|
|
157,281 |
|
|
|
42,814 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
5,226,489 |
|
|
|
3,733 |
|
|
|
22,164 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
2,275,500 |
|
|
$ |
161,014 |
|
|
$ |
64,978 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the six months ended June 30, |
| |
|
2016 |
| Operating Activities: |
|
|
|
|
| Net loss |
|
$ |
(168,252 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| Foreign currency transaction gain |
|
|
— |
|
| Gain on settlement of liabilities |
|
|
(255,752 |
) |
| Share-based compensation |
|
|
31,311 |
|
| Depreciation and amortization |
|
|
125,029 |
|
| Amortization of debt discount |
|
|
— |
|
| Change in fair value of derivative |
|
|
(106,000 |
) |
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
|
(52,764 |
) |
| Inventory |
|
|
2,113 |
|
| Accounts payable and accrued expenses |
|
|
(29,778 |
) |
| Accrued compensation and related liabilities |
|
|
104,566 |
|
| Interest payable |
|
|
178,144 |
|
| Other current assets |
|
|
36,846 |
|
| Other noncurrent assets |
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(134,538 |
) |
| Investing Activities: |
|
|
|
|
| Plantation developments costs |
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
— |
|
| Financing Activities: |
|
|
|
|
| Proceeds from issuance of preferred membership in GCE Mexico I, LLC |
|
|
— |
|
| Net Cash Provided by Financing Activities |
|
|
— |
|
| Cash Flows of discontinued operations: |
|
|
|
|
| Operating cash flows |
|
|
218,015 |
|
| Investing cash flows |
|
|
— |
|
| Financing cash flows (including cash at year-end) |
|
|
— |
|
| Net Cash flows from discontinued operations |
|
|
218,015 |
|
| |
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
(105,976 |
) |
| |
|
|
|
|
| Net change in Cash and Cash Equivalents |
|
|
(22,499 |
) |
| Cash and Cash Equivalents at Beginning of Period |
|
|
34,704 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
12,205 |
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of September 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| ASSETS |
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
217,214 |
|
|
$ |
57,414 |
|
|
$ |
70,996 |
|
| Accounts receivable |
|
|
— |
|
|
|
19,082 |
|
|
|
— |
|
| Inventory |
|
|
22,942 |
|
|
|
22,942 |
|
|
|
22,942 |
|
| Total Current Assets |
|
|
240,156 |
|
|
|
99,438 |
|
|
|
93,938 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
1,706 |
|
|
|
1,706 |
|
|
|
1,706 |
|
| RIGHT-OF-USE ASSET |
|
|
89,911 |
|
|
|
— |
|
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
2,562,899 |
|
|
|
2,808,125 |
|
|
|
3,053,352 |
|
| DEBT ISSUANCE COSTS |
|
|
250,000 |
|
|
|
— |
|
|
|
— |
|
| PRE-ACQUISITION COSTS |
|
|
1,861,481 |
|
|
|
— |
|
|
|
— |
|
| DEPOSITS |
|
|
1,005,253 |
|
|
|
5,253 |
|
|
|
5,253 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
$ |
6,011,406 |
|
|
$ |
2,914,522 |
|
|
$ |
3,154,249 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
3,779,971 |
|
|
$ |
2,832,289 |
|
|
$ |
2,944,450 |
|
| Accrued compensation and related liabilities |
|
|
1,469,100 |
|
|
|
2,003,482 |
|
|
|
1,679,087 |
|
| Accrued interest |
|
|
1,643,998 |
|
|
|
1,291,782 |
|
|
|
1,008,717 |
|
| Lease liabilities |
|
|
90,083 |
|
|
|
— |
|
|
|
— |
|
| Notes payable |
|
|
1,369,856 |
|
|
|
1,369,856 |
|
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
1,697,000 |
|
|
|
697,000 |
|
|
|
697,000 |
|
| Derivative liability |
|
|
14,130,000 |
|
|
|
— |
|
|
|
— |
|
| Total Current Liabilities |
|
|
24,180,008 |
|
|
|
8,194,409 |
|
|
|
7,699,110 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible notes payable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
|
24,180,008 |
|
|
|
8,194,409 |
|
|
|
7,699,110 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
|
|
13 |
|
|
|
13 |
|
| Common stock |
|
|
344,029 |
|
|
|
341,529 |
|
|
|
341,529 |
|
| Additional paid-in capital |
|
|
31,216,468 |
|
|
|
30,669,220 |
|
|
|
30,599,931 |
|
| Accumulated deficit |
|
|
(49,729,112 |
) |
|
|
(36,290,649 |
) |
|
|
(35,486,334 |
) |
| Total Stockholders' Deficit |
|
|
(18,168,602 |
) |
|
|
(5,279,887 |
) |
|
|
(4544,861 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
6,011,406 |
|
|
$ |
2,914,522 |
|
|
$ |
3,154,249 |
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
|
As of September 30, |
| |
|
2016 |
| ASSETS |
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
| Cash and cash equivalents |
|
$ |
17,179 |
|
| Accounts receivable |
|
|
87,589 |
|
| Inventory |
|
|
23,686 |
|
| Other current assets |
|
|
— |
|
| Total Current Assets |
|
|
128,454 |
|
| |
|
|
|
|
| PROPERTY AND EQUIPMENT, NET |
|
|
3,812 |
|
| RIGHT-OF-USE ASSET |
|
|
— |
|
| INTANGIBLE ASSETS, NET |
|
|
3,298,578 |
|
| OTHER NONCURRENT ASSETS |
|
|
5,253 |
|
| |
|
|
|
|
| TOTAL ASSETS |
|
$ |
3,436,097 |
|
| |
|
|
|
|
| |
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
2,917,748 |
|
| Accrued compensation and related liabilities |
|
|
1,283,056 |
|
| Accrued interest |
|
|
685,474 |
|
| Notes Payable |
|
|
1,369,856 |
|
| Convertible notes payable |
|
|
697,000 |
|
| Derivative liability |
|
|
— |
|
| Total Current Liabilities |
|
|
6,953,134 |
|
| |
|
|
|
|
| LONG-TERM LIABILITIES |
|
|
|
|
| Accrued interest payable |
|
|
— |
|
| Accrued return on non-controlling interest |
|
|
— |
|
| Mortgage notes payable |
|
|
— |
|
| Total Long-Term Liabilities |
|
|
6,953,134 |
|
| |
|
|
|
|
| TOTAL LONG-TERM LIABILITIES |
|
|
6,953,134 |
|
| |
|
|
|
|
| STOCKHOLDERS' DEFICIT |
|
|
|
|
| Series A preferred stock |
|
|
13 |
|
| Common stock |
|
|
341,529 |
|
| Additional paid-in capital |
|
|
30,564,371 |
|
| Accumulated deficit |
|
|
(34,422,950 |
) |
| Accumulated other comprehensive income |
|
|
— |
|
| Total Stockholders' Deficit |
|
|
(3,517,037 |
) |
| Noncontrolling interests |
|
|
— |
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
3,436,097 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended September 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| |
|
|
|
|
|
|
| Revenue |
|
$ |
|
|
|
$ |
|
|
|
$ |
179,288 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| General and Administrative |
|
|
126,509 |
|
|
|
127,591 |
|
|
|
289,158 |
|
| Amortization of intangible assets |
|
|
61,307 |
|
|
|
61,307 |
|
|
|
61,307 |
|
| Preliminary stage acquisition costs |
|
|
106,381 |
|
|
|
|
|
|
|
|
|
| Total Operating Expenses |
|
|
294,197 |
|
|
|
188,898 |
|
|
|
350,465 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Loss |
|
|
(294,197 |
) |
|
|
(188,898 |
) |
|
|
(171,177 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense, net |
|
|
(89,401 |
) |
|
|
(80,631 |
) |
|
|
(41,976 |
) |
| Gain on settlement of liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Change in fair value derivative and finance |
|
|
|
|
|
|
|
|
|
|
|
|
| charges related to derivative liability |
|
|
406,000 |
|
|
|
|
|
|
|
|
|
| Other Income (Expense), Net |
|
|
316,599 |
|
|
|
(80,631 |
) |
|
|
(41,976 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net (Loss)/Income |
|
$ |
22,402 |
|
|
|
(269,529 |
) |
|
|
(213,153 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Common Share |
|
|
(0.00 |
) |
|
|
(0.00 |
) |
|
|
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,529,434 |
|
|
|
341,529,434 |
|
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the three months ended September 30, |
| |
|
2016 |
| |
|
|
| Revenue |
|
$ |
117,087 |
|
| |
|
|
|
|
| Operating Expenses |
|
|
|
|
| General and Administrative |
|
|
150,299 |
|
| Other Operating |
|
|
— |
|
| Total Operating Expenses |
|
|
150,299 |
|
| |
|
|
|
|
| Operating Loss |
|
|
(33,212 |
) |
| |
|
|
|
|
| Other Income (Expense) |
|
|
|
|
| Other Income (Expense) |
|
|
3,635 |
|
| Interest expense, net |
|
|
(14,152 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
| Change in fair value derivative |
|
|
— |
|
| Foreign currency transaction gain (loss) |
|
|
— |
|
| Total Other Income (Expense), Net |
|
|
(10,517 |
) |
| |
|
|
|
|
| Loss from Continuing Operations |
|
|
(43,729 |
) |
| |
|
|
|
|
| Loss from Discontinued Operations |
|
|
— |
|
| |
|
|
|
|
| Net Loss |
|
$ |
(43,729 |
) |
| |
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.00 |
) |
| |
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,529,454 |
|
| |
|
|
|
|
| Statement of Comprehensive Income |
|
|
|
|
| Net Loss |
|
$ |
(43,729 |
) |
| Other comprehensive income (loss)-foreign currency translation adjustment |
|
|
— |
|
| Comprehensive Loss |
|
$ |
(43,729 |
) |
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the nine months ended September 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| |
|
|
|
|
|
|
| Revenue |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
339,161 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| General and Administrative |
|
|
2,048,954 |
|
|
|
389,433 |
|
|
|
685,592 |
|
| Amortization of intangible assets |
|
|
183,920 |
|
|
|
183,920 |
|
|
|
183,920 |
|
| Preliminary stage acquisition costs |
|
|
1,123,317 |
|
|
|
— |
|
|
|
— |
|
| Total Operating Expenses |
|
|
3,356,191 |
|
|
|
573,353 |
|
|
|
869,512 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Loss |
|
|
(3,356,191 |
) |
|
|
(573,353 |
) |
|
|
(530,351 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
|
— |
|
|
|
425,000 |
|
|
|
28,279 |
|
| Interest expense, net |
|
|
(269,476 |
) |
|
|
(241,894 |
) |
|
|
(271,832 |
) |
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in fair value derivative and finance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| charges related to derivative liability |
|
|
(2,213,000 |
) |
|
|
— |
|
|
|
— |
|
| Other Income (Expense), Net |
|
|
(2,482,476 |
) |
|
|
(183,106 |
) |
|
|
(243,553 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss |
|
$ |
(5,838,667 |
) |
|
$ |
(390,247 |
) |
|
$ |
(773,904 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.02 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
342,208,921 |
|
|
|
341,529,434 |
|
|
|
341,529,434 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
For the nine months ended September 30, |
| |
|
2016 |
| |
|
|
| Revenue |
|
$ |
318,317 |
|
| |
|
|
|
|
| Operating Expenses |
|
|
|
|
| General and Administrative |
|
|
1,006,197 |
|
| Other Operating |
|
|
— |
|
| Total Operating Expenses |
|
|
1,006,197 |
|
| |
|
|
|
|
| Operating Loss |
|
|
(687,880 |
) |
| |
|
|
|
|
| Other Income (Expense) |
|
|
|
|
| Other Income (Expense) |
|
|
58,163 |
|
| Interest expense, net |
|
|
(226,439 |
) |
| Gain on settlement of liabilities |
|
|
537,612 |
|
| Change in fair value derivative |
|
|
— |
|
| Foreign currency transaction gain (loss) |
|
|
106,563 |
|
| Total Other Income (Expense), Net |
|
|
475,899 |
|
| |
|
|
|
|
| Net Loss |
|
$ |
(211,981 |
) |
| |
|
|
|
|
| |
|
|
|
|
| Basic and diluted Loss per Common Share: |
|
|
|
|
| Net Loss per Common Share |
|
$ |
(0.00 |
) |
| |
|
|
|
|
| Basic and diluted Weighted-Average Common Shares Outstanding |
|
|
341,529,454 |
|
| |
|
|
|
|
| |
|
|
|
|
| Statement of Comprehensive Income |
|
|
|
|
| Net Loss |
|
$ |
(211,981 |
) |
| Other comprehensive income (loss)-foreign currency translation adjustment |
|
|
— |
|
| Comprehensive Loss |
|
$ |
(211,981 |
) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended September 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
22,402 |
|
|
$ |
(269,529 |
) |
|
$ |
(213,153 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Share-based compensation |
|
|
71,742 |
|
|
|
— |
|
|
|
— |
|
| Depreciation and amortization |
|
|
61,306 |
|
|
|
61,307 |
|
|
|
61,307 |
|
| Change in fair value of derivative liability |
|
|
(406,000 |
) |
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
— |
|
|
|
— |
|
|
|
25,081 |
|
| Inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accounts payable and accrued expenses |
|
|
(159,665 |
) |
|
|
23,990 |
|
|
|
64,667 |
|
| Accrued compensation and related liabilities |
|
|
— |
|
|
|
— |
|
|
|
26,944 |
|
| Interest payable |
|
|
90,528 |
|
|
|
80,632 |
|
|
|
41,171 |
|
| Other Operating Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(319,687 |
) |
|
|
(103,600 |
) |
|
|
6,018 |
|
| Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-acquisition costs and deposits |
|
|
(1,606,099 |
) |
|
|
— |
|
|
|
— |
|
| Cash received from derivative forward contract |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
(1,606,099 |
) |
|
|
— |
|
|
|
— |
|
| Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
(150,000 |
) |
|
|
— |
|
|
|
— |
|
| Proceeds from exercise of stock options |
|
|
17,500 |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Financing Activities |
|
|
132,500 |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net change in Cash and Cash Equivalents |
|
|
(2,058,286 |
) |
|
|
(103,599 |
) |
|
|
6,018 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
2,275,500 |
|
|
|
161,014 |
|
|
|
64,978 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
217,214 |
|
|
$ |
57,415 |
|
|
$ |
70,996 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the three months ended September 30, |
| |
|
2016 |
| Operating Activities: |
|
|
|
|
| Net loss |
|
$ |
(43,729 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| Foreign currency transaction gain |
|
|
— |
|
| Gain on settlement of liabilities |
|
|
— |
|
| Share-based compensation |
|
|
— |
|
| Write-down of long lived assets |
|
|
— |
|
| Loss on disposal of fixed assets |
|
|
— |
|
| Depreciation and amortization |
|
|
62,947 |
|
| Amortization of debt discount |
|
|
— |
|
| Change in fair value of derivative |
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
|
(24,665 |
) |
| Inventory |
|
|
(745 |
) |
| Accounts payable and accrued expenses |
|
|
(94,086 |
) |
| Accrued compensation and related liabilities |
|
|
54,087 |
|
| Interest payable |
|
|
52,301 |
|
| Other Operating Activities |
|
|
— |
|
| Other current assets |
|
|
(2,627 |
) |
| Other noncurrent assets |
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
4,974 |
|
| Investing Activities: |
|
|
|
|
| Plantation developments costs |
|
|
— |
|
| Proceeds from sale of property and equipment |
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
— |
|
| Financing Activities: |
|
|
|
|
| Proceeds from issuance of preferred membership in GCE Mexico I, LLC |
|
|
— |
|
| Net Cash Provided by Financing Activities |
|
|
— |
|
| Cash Flows of discontinued operations: |
|
|
|
|
| Operating cash flows |
|
|
|
|
| Investing cash flows |
|
|
— |
|
| Financing cash flows (including cash at year-end) |
|
|
— |
|
| Net Cash flows from discontinued operations |
|
|
— |
|
| |
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
— |
|
| |
|
|
|
|
| Net Change in Cash and Cash Equivalents |
|
|
4,974 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
12,205 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
17,179 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the nine months ended September 30, |
| |
|
2019 |
|
2018 |
|
2017 |
| Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(5,881,564 |
) |
|
$ |
(390,247 |
) |
|
$ |
(773,904 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Share-based compensation |
|
|
575,145 |
|
|
|
69,289 |
|
|
|
35,560 |
|
| Depreciation and amortization |
|
|
183,919 |
|
|
|
183,920 |
|
|
|
183,920 |
|
| Change in fair value of derivative liability |
|
|
2,213,000 |
|
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
— |
|
|
|
— |
|
|
|
112,254 |
|
| Inventory |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accounts payable and accrued expenses |
|
|
722,642 |
|
|
|
(48,626 |
) |
|
|
139,226 |
|
| Accrued compensation and related liabilities |
|
|
(21 |
) |
|
|
(2,549 |
) |
|
|
80,833 |
|
| Interest payable |
|
|
271,585 |
|
|
|
241,894 |
|
|
|
270,943 |
|
| Other Operating Activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(1,915,294 |
) |
|
|
53,681 |
|
|
|
48,832 |
|
| Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Pre-acquisition costs and deposits |
|
|
(2,861,481 |
) |
|
|
|
|
|
|
|
|
| Net Cash Used in Investing Activities |
|
|
(2,861,481 |
) |
|
|
— |
|
|
|
— |
|
| Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
(250,000 |
) |
|
|
|
|
|
|
|
|
| Proceeds from exercise of stock options |
|
|
17,500 |
|
|
|
— |
|
|
|
— |
|
| Net Cash Used in Financing Activities |
|
|
(232,500 |
) |
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Change in Cash and Cash Equivalents |
|
|
(5,009,275 |
) |
|
|
53,681 |
|
|
|
48,832 |
|
| Cash and Cash Equivalents at Beginning of Period |
|
|
5,226,489 |
|
|
|
3,733 |
|
|
|
22,164 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
217,214 |
|
|
$ |
57,414 |
|
|
$ |
70,996 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
|
For the nine months ended September 30, |
| |
|
2016 |
| Operating Activities: |
|
|
|
|
| Net loss |
|
$ |
(211,981 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| Foreign currency transaction gain |
|
|
— |
|
| Gain on settlement of liabilities |
|
|
(255,752 |
) |
| Share-based compensation |
|
|
31,311 |
|
| Write-down of long-lived assets |
|
|
— |
|
| Loss on disposal of fixed assets |
|
|
— |
|
| Depreciation and amortization |
|
|
187,976 |
|
| Amortization of debt discount |
|
|
— |
|
| Change in fair value of derivative |
|
|
(106,000 |
) |
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable |
|
|
(77,429 |
) |
| Inventory |
|
|
2,858 |
|
| Accounts payable and accrued expenses |
|
|
(123,864 |
) |
| Accrued compensation and related liabilities |
|
|
158,653 |
|
| Interest payable |
|
|
230,445 |
|
| Other current assets |
|
|
34,219 |
|
| Other noncurrent assets |
|
|
— |
|
| Net Cash Used in Operating Activities |
|
|
(129,564 |
) |
| Investing Activities: |
|
|
|
|
| Plantation developments costs |
|
|
— |
|
| Proceeds from sale of property and equipment |
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
— |
|
| Financing Activities: |
|
|
|
|
| Proceeds from issuance of preferred membership in GCE Mexico I, LLC |
|
|
|
|
| Net Cash Provided by Financing Activities |
|
|
— |
|
| Cash Flows of discontinued operations: |
|
|
|
|
| Operating cash flows |
|
|
218,015 |
|
| Investing cash flows |
|
|
— |
|
| Financing cash flows (including cash at year-end) |
|
|
— |
|
| Net Cash flows from discontinued operations |
|
|
218,015 |
|
| |
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
(105,976 |
) |
| |
|
|
|
|
| Net Change in Cash and Cash Equivalents |
|
|
(17,525 |
) |
| Cash and Cash Equivalents at Beginning of Period |
|
|
34,704 |
|
| Cash and Cash Equivalents at End of Period |
|
$ |
17,179 |
|
|