This Management's Discussion and Analysis of Financial Condition and Results of Operations include several forward-looking statements that reflect management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as "may", "will", "expect", "anticipate", "believe", "estimate" and "continue", or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC. Important factors currently known to management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing of our products, and competition.

The following discussion provides information that management believes is relevant to an assessment and understanding of our past financial condition and plan of operations. The discussion below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this report.





Overview


From late August to September of 2022, we experienced a slowdown in sales. Our customers adjusted their capital equipment spending timeline due to capital funding constrains. Our total revenue was $0.5 million during the third quarter of 2022, down 75% compared to the same quarter in 2021. Our gross margin declined to 12% during the quarter largely due to a one-time write-off of uncollectable accounts receivable and an unfavorable product mix. And our business turned from an operating profitable status to an operating loss of $336,126. From the cost reduction perspective, we managed to reduce our payroll cost by 31% compared to the same quarter in 2021 and negotiated lower freight costs with our vendors.






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Components of Statements of Operations





Revenue


Product revenue consists of sales of 710 Shark filling machines, 710 Captain capping machines, "PreRoll-ER" pre-roll & cone filling machines, cartridges, accessories, warranty, service and freight charges, net of returns, discounts and allowances. Once a sales order is negotiated and received by a sales representative, we generally collect a 50% deposit from the customer. When the product is ready to be shipped, the customer will generally pay the remaining balance. We recognize the revenue when the product leaves the warehouse on the way to the customer.

For the filling and capping machines, training is coordinated with the customers in accordance with their availability but generally completed within a week or two of the shipment. Standard warranties are offered at no cost to customers to cover parts for three years, and labor and maintenance are offered for one year for product defects.





Cost of Revenue


Cost of revenue represents costs directly related to supplies and materials, machines, freight and delivery, commissions, printing, packaging and other costs.

We expect our cost of revenue per unit to decrease as we continue to scale our operations, improve product designs and work with our third-party suppliers to lower costs.





Operating Expenses



Sales and Marketing. Sales and marketing expenses include costs associated with our business development efforts with our distributors and partners and costs related to trade shows and other marketing programs. We expense sales and marketing costs as incurred. We expect sales and marketing expenses to increase in future periods as we expand our sales and marketing teams and increase our participation in global trade shows and other marketing programs.

General and Administrative. Our general and administrative expenses consist primarily of compensation, benefits, travel and other costs for employees. In addition, general and administrative expenses include third-party consulting, legal, audit, accounting services, and allocations of overhead costs, such as rent, facilities and information technology. We expect general and administrative expenses to increase as our revenue increases.

Results of Operations - Three-month Periods

Comparison for the three-month periods ended September 30, 2022 and 2021:





Revenue


Total revenue during the three months ended September 30, 2022 was $492,891 (comprised of machine sales of $225,335 and non-machine sales of $267,556), compared to the three months ended September 30, 2021 that generated sales of $1,949,392 (comprised of machine sales of $1,280,139 and non-machine sales of $699,253).





Cost of Revenue



Total cost of revenue was $431,454 during the three months ended September 30, 2022, compared to the three months ended September 30, 2021 that had a cost of revenue of $1,354,084. Our gross margin percentage decreased from 31% for the three months ended September 30, 2021 to 12% for the three months ended September 30, 2022. The decline in gross margin percentage was largely due to a one-time write-off of uncollectable accounts receivable and an unfavorable product mix.






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Operating Expenses



Operating expenses during the three months ended September 30, 2022 decreased to $397,563 (comprised of Salaries of $222,731 and Other Sales, Marketing and General and Administrative ("SG&A") expenses of $174,832), compared to the three months ended September 30, 2021 that produced $581,648 (comprised of Salaries of $324,009 and Other SG&A expenses of $257,639).

Loss / Income from Operations

Total loss from operations was $336,126 during the three months ended September 30, 2022, compared to an income from operations of $13,660 for the three months ended September 30, 2021.





Derivative Gain


Derivative gain, a non-cash item, was $70,733 during the three months ended September 30, 2022, due to the fair value change of the debt and warrants driven by the stock price change between June 30, 2022 and September 30, 2022, compared to $95,882 during the three months ended September 30, 2021.





Interest Expense


Interest expense was $53,030 during the three months ended September 30, 2022, compared to $221,865 during the three months ended September 30, 2021, primarily due to a reduction of the amortization of debt discount of the Notes, a non-cash item.

Loss on Settlement of Notes Payable

Loss on settlement of notes payable, a non-cash item, were both $0 during the three months ended September 30, 2022 and September 30, 2021.

Loss on Conversion of Notes Payable

Loss on conversion of notes payable, a non-cash item, were both $0 during the three months ended September 30, 2022 and the three months ended September 30, 2021.





Net Loss



Net loss was $318,423 during the three months ended September 30, 2022, compared to $112,323 during the three months ended September 30, 2021.

Results of Operations - Nine-month Periods

Comparison for the nine-month periods ended September 30, 2022 and 2021:





Revenue


Total revenue during the nine months ended September 30, 2022 was $3,737,275 (comprised of machine sales of $2,416,419 and non-machine sales of $1,320,856), compared to the nine months ended September 30, 2021 that generated sales of $5,380,615 (comprised of machine sales of $4,465,754 and non-machine sales of $914,861).





Cost of Revenue



Total cost of revenue was $2,832,271 during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021 that had a cost of revenue of $3,767,498. Due to a more diversified product portfolio, our gross margin percentage decreased from 30% for the nine months ended September 30, 2021 to 24% for the nine months ended September 30, 2022.






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Operating Expenses


Operating expenses during the nine months ended September 30, 2022 decreased to $1,314,523 (comprised of Salaries of $764,211 and Other SG&A expenses of $550,312, compared to the nine months ended September 30, 2021 that produced $1,965,988 (comprised of Salaries of $989,460 and Other SG&A expenses of $976,528).

During the nine months ended September 30, 2022, operating expenses included a one-time non-cash equity compensation of $76,977. During the nine months ended September 30, 2021, operating expenses included a one-time $219,606 payment to an insurance underwrite to cover previous 12-month periods ("Extended Period Coverage") when the Company renew its Directors and Officers Liability Insurance (D&O Insurance).





Loss from Operations



Total loss from operations was $409,519 during the nine months ended September 30, 2022, compared to $352,871 for the nine months ended September 30, 2021.





Derivative Gain


Derivative gain, a non-cash item, was $435,730 during the nine months ended September 30, 2022, due to the fair value change of the debt and warrants driven by the stock price change between December 31, 2021 and September 30, 2022, compared to $1,171,242 during the nine months ended September 30, 2021.





Interest Expense


Interest expense was $350,153 during the nine months ended September 30, 2022, compared to $735,750 during the nine months ended September 30, 2021, primarily due to the amortization of debt discount of the Notes, a non-cash item.

Loss on Settlement of Notes Payable

Loss on settlement of notes payable, a non-cash item, was $0 during the nine months ended September 30, 2022, compared to $160,164 during the nine months ended September 30, 2021.

Loss on Conversion of Notes Payable

Loss on conversion of notes payable, a non-cash item, was $0 during the nine months ended September 30, 2022, compared to $58,642 during the nine months ended September 30, 2021.





Net Income / (Loss)


Net loss was $323,942 during the nine months ended September 30, 2022, compared to a net income of $184,143 during the nine months ended September 30, 2021.

Liquidity and Capital Resources

At September 30, 2022, we had cash and cash equivalents of $298,780. During the nine months ended September 30, 2022, we have financed our operations principally through receipts of customer payments, short-term debt of $231,194, and issuance of preferred stock of $890,000.

We anticipate that we will need additional financing to continue as an ongoing entity over the next 12 months. Our future capital requirements and the adequacy of available funds will depend on many factors. There can be no assurance we will be able to obtain additional financing on favorable terms, or at all. If we are unable to obtain additional financing, our financial results and business prospects may be materially adversely affected.






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Operating Activities


We have historically experienced negative cash outflows. Our net cash used in operating activities primarily results from our operating losses combined with changes in working capital components as we have grown our business and is influenced by the timing of cash payments for inventory purchases and cash receipts from our customers. Our primary source of cash flow from operating activities is cash down payments and final payments for our machines. Our primary uses of cash from operating activities are employee-related expenditures and amounts due to vendors for purchased components. Our cash flows from operating activities will continue to be affected principally by our working capital requirements and the extent to which we build up our inventory balances and increase spending on personnel and other operating activities as our business grows.

During the nine months ended September 30, 2022, net cash used in operating activities was $555,216, compared to $1,009,330 during the nine months ended September 30, 2021.





Investing Activities



The Company had no investing activities in either period.





Financing Activities


During the nine months ended September 30, 2022, the Company received $890,000 in proceeds from issuance of Series B Preferred Stock and $231,194 in proceeds from short-term debt and made payments of $300,000 of convertible debt and $312,009 of non-convertible debt.

During the nine months ended September 30, 2021, the Company received $570,000 in proceeds from convertible debt, $1,024,024 in proceeds from non-convertible debt, $252,000 in proceeds from issuance of Series A Preferred Stock, and $250,000 in proceeds from sale of common stock, and made payments of $905,503 of convertible debt, $5,000 of debt issuance costs, and $53,605 of non-convertible debt.

Off-Balance Sheet Arrangements

During the nine months ended September 30, 2022 and the year ended December 31, 2021, we did not have any off-balance sheet arrangements as defined by applicable SEC regulations.





COVID-19 Impact


Our business and operating results for 2020 to 2022 have been impacted by the COVID-19 pandemic. We expect improvements throughout 2022 and 2023.

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