The following discussion contains certain statements that may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview The Company
On
On
On
The Termination Agreement provides that Infusionz and all associated members
will return the stock consideration granted to them pursuant to the Asset
Purchase Agreement. The fair value of the stock consideration to be returned to
the Company is approximately
The Notes became effective as of the Closing Date, and both Notes were due and
payable on
On
On
16
The APA provides that the Company will sell all of the Layer Six assets to
Viath, along with release from all claims and certain litigation. The
Termination Agreement also provides for the termination of the Employment
Agreements between the Company and each of
The APA also provided that the associated members of Layer Six will return the
170,454,545 shares of common stock consideration granted to them pursuant to the
Asset Purchase Agreement. The fair value of the stock consideration to be
returned to the Company is approximately
Operations
We will sell our products and services through our Internet website (the "Website"). The Company is developing an online store whose merchandise includes hemp related products, CBD (Cannabidiol) related products and additional products focusing on health and lifestyle.
Initially, we intend to carry in excess of 10 products from two suppliers. We intend to place directed advertising throughout the online store. Advertising will originate through internet or direct-advertising sales by the Company. The company may also use social media outlets such as Facebook, Twitter and Instagram in an effort to attract customers with product specific advertisements or posts.
As an online retail store operating with distribution hub, we will be able to rapidly scale our products and services with minimal marginal costs. Each additional brand, category or product that we add to our platform adds negligible server hosting costs. It also allows us to have a virtual presence and exposure to every regulated cannabis market without establishing a costly physical presence in each state. This minimizes the costs of scaling and required capital while, at the same time, offering a direct role in the cannabis industry without ever touching the plant itself.
We are a startup company in the cannabis industry. Our focus is to create online sales and marketing initiatives to build a dominate brand. Our oil and extracts division will focus on online sales of formulated CBD / hemp oil tinctures, softgels, capsules. We have our Website under development and anticipate to be online in the next few months. We are in the process of acquiring trademarks relative to our products. Agreements with raw material suppliers and related products have been obtained. All supply will come domestically with white label agreements when needed. Online Marketing program in place to drive fast paced growth plan in line with industry. Orders will be handled online and shipped via appropriate carriers from our inventory in leased warehouse. Drop shipping may be used during initial launch phases. Customers for CBD/hemp products expect the highest of quality and consistency and pricing is based on those levels. We expect to be price and quality competitive on the higher end of that scale. All product quality is 100% customer satisfaction guaranteed and products not deemed to be of quality can be returned for a refund. Quality and consistency of quality are needed to avoid returned product issues which could result in financial liability. Online payment gateway being established with backup vendor for online payment gateway in place as well.
Results of Operations
Three months ended
Selling, General and Administrative Expenses
Selling, general and administrative expenses amounted to
17 Professional fees
Professional fees amounted to
Interest expense
Interest expense was
Other Income/Expense
The Company recognized a derivative gain of
Net Loss From Discontinued Operations
Net income from discontinued operations was
Six months ended
Selling, General and Administrative Expenses
Selling, general and administrative expenses amounted to
Professional fees
Professional fees amounted to
Interest expense
Interest expense was
Other Income/Expense
The Company recognized a gain of
18
Net Loss From Discontinued Operations
Net income from discontinued operations was
Liquidity and Capital Resources
The following is a summary of the Company's cash flows used in operating
activities for the six months ended
Six Months ended Six Months ended June 30, 2021 June 30, 2020 Net cash used in operating activities from continuing operations $ (48,589 ) $ (143,981 ) Net cash used in operating activities from discontinued operations (1,959 ) Net cash used in operating activities (48,589 ) (142,022 ) Net cash used in investing activities from continuing operations - - Net cash used in investing activities from discontinued operations - - Net cash used in investing activities - - Net cash used in financing activities from continuing operations 50,000 37,952 Net cash used in financing activities from discontinued operations - - Net cash provided by financing activities 50,000 37,952 Operating Activities
The cash used in operating activities from continuing operations of
Financing Activities
The cash provided by financing activities from continuing operations of
We are a public company and as such we have incurred and will continue to incur significant expenses for legal, accounting and related services. As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will increase over the next few years and may be significantly higher if our business volume and transactional activity increases. These obligations will certainly reduce our ability and resources to expand our business plan and activities.
19 Going Concern
As of
Our auditor has issued a "going concern" qualification as part of its opinion in
the Audit Report for the year ending
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
Recently Issued Accounting Pronouncements
The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.
Off-Balance Sheet Arrangements
We have not entered into any 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 and would be considered material to investors.
Contractual Obligations
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
© Edgar Online, source