UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2019

 

or

 

[  ] 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: 000-12350

 

EVIO, INC.
 (Exact name of registrant as specified in its charter)

 

Colorado   47-1890509
(State of Incorporation)   (I.R.S. Employer Identification No.)
     

2340 W. Horizon Ridge Pkwy, Suite 120

Henderson, NV

 

 

89052

(Address of principal executive offices)   (Zip Code)

 

(888) 544-3846

(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
N/A   N/A   N/A

 

Indicate by check mark 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 [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Non-accelerated filer [  ]
Accelerated filer [  ] Smaller reporting company [X]
    Emerging growth company [X]

 

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 [X]

 

As of October 14, 2019, there were 29,288,776 shares of common stock outstanding, 0 shares of Series A Preferred Stock, 5,000,000 shares of Series B Preferred Stock convertible at any time into 5,000,000 shares of common stock, 500,000 shares of Series C Preferred Stock convertible at any time into 2,500,000 shares of common stock, 514,500 shares of Series D Preferred Stock convertible at any time into 1,286,250 shares of common stock.

 

 

 

     
 

 

EVIO, INC.

FORM 10-Q

QUARTERLY PERIOD ENDED MARCH 31, 2019

 

TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATION  
     
Item 1. Consolidated Financial Statements (Unaudited) 3
  Consolidated Balance Sheets as of March 31, 2019 (Unaudited) and September 30, 2018 3
  Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2019 and 2018 (Unaudited) 4
  Consolidated Statements of Stockholders Equity for the Three and Six Months Ended March 31, 2019 and 2018 (Unaudited) 6
  Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
 

Business of Registrant

22
  Results of Operations 23
  Liquidity and Capital Resources 26
  Critical Accounting Policies and Estimates 27
Item 3. Quantitative and Qualitative Disclosures About Market Risk 28
Item 4. Control and Procedures 28
   
PART II — OTHER INFORMATION  
     
Item 1. Legal Proceedings 29
Item 1A. Risk Factors 29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29
Item 3. Defaults Upon Senior Securities 29
Item 4. Mine Safety Disclosures 29
Item 5. Other Information 29
Item 6. Exhibits 30

 

     2
 

 

PART I — FINANCIAL INFORMATION

 

ITEM 1 –FINANCIAL STATEMENTS

 

CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2019 AND SEPTEMBER 30, 2018

(UNAUDITED)

 

    March 31,
2019 		    September 30,
2018 		 
ASSETS                
Current assets:                
Cash and cash equivalents   $ 47,261     $ 81,736  
Accounts receivable, net of allowance of $445,887 and $414,475     122,783       234,178  
Prepaid expenses     131,982       45,940  
Other current assets     113,694       146,816  
Note receivable, current portion     100,000       100,000  
Total current assets     515,720       608,670  
Right of use assets     2,667,715       -  
Capital assets, net of accumulated depreciation of $229,343 and $123,854     1,057,748       411,241  
Assets not in service     -       455,540  
Land     212,550       212,550  
Property and equipment, net of accumulated depreciation of $897,746 and $520,437     3,623,541       3,525,772  
Security deposits     160,353       159,632  
Note receivable     1,200,000       1,200,000  
Prepaid expenses     120,108       63,582  
Intangible assets, net of accumulated amortization of $506,944 and $318,816     1,463,217       1,680,569  
Goodwill     5,954,207       6,037,404  
Total assets   $ 16,975,159     $ 14,354,960  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable and accrued liabilities   $ 2,724,222     $ 1,546,617  
Client deposits     206,686       363,211  
Interest payable     767,524       416,459  
Capital lease obligation, current     865,558       677,030  
Derivative liability     2,102,387       1,181,2781  
Convertible notes payable, net of discounts of $792,040 and $753,557, respectively     2,978,319       1,678,265  
Loans payable, current, net of discounts $0 and $119,000, respectively     786,727       643,927  
Total current liabilities     10,431,423       6,506,787  
Convertible debentures, net of discounts of $3,484,269 and $4,043,836, respectively     1,698,731       1,153,164  
Lease liabilities     2,716,047       -  
Capital lease obligation, net of current     173,854       148,433  
Loans payable, net of current     651,365       1,193,781  
Convertible loans payable, related party, net of current     -       61,263  
Loans payable, related party, net of current and discounts of $39,302 and $51,971     1,588,904       1,348,793  
Total liabilities     17,260,324       10,412,221  
                 
Stockholders’ Equity:                
Series B convertible preferred stock, $0.0001 par value. 5,000,000 authorized; 5,000,000 shares issued and outstanding at March 31, 2019 and September 30, 2018     500       500  
Series C convertible preferred stock, $0.0001 par value. 500,000 authorized; 500,000 shares issued and outstanding at March 31, 2019 and September 30, 2018     50       50  
Series D convertible preferred stock, $0.0001 par value. 1,000,000 authorized; 349,500 and 552,500 shares issued and outstanding at March 31, 2019 and September 30, 2018     35       55  
Common stock, $0.0001 par value. 1,000,000,000 authorized; 27,094,744 and 23,255,409 shares issued and outstanding at March 31, 2019 and September 30, 2018     2,709       2,326  
Subscription Receivable     (406,000 )     -  
Additional paid-in capital     24,278,682       21,495,621  
Retained earnings (accumulated deficit)     (25,554,846 )     (19,226,462 )
Accumulated other comprehensive income     (379,546 )     (263,985 )
Total stockholders’ equity     (2,058,416 )     2,008,105  
Noncontrolling interest     1,773,251       1,934,634  
Total equity     (285,165 )     3,942,739  
Total liabilities and stockholders’ equity   $ 16,975,159     $ 14,354,960  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

     3
 

 

EVIO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

 

    Three Month Ended March 31,     Six Months Ended March 31,  
    2019     2018     2019     2018  
Revenues                                
Testing revenue   $ 735,179     $ 689,011     $ 1,922,417     $ 1,576,360  
Consulting revenue     -       43,300       -       102,816  
Total revenues     735,179       732,311       1,922,417       1,679,176  
                                 
Cost of revenue                                
Testing services     835,186       664,182       1,849,166       1,360,840  
Consulting services     -       78,500       -       88,992  
Depreciation and amortization     321,846       55,706       612,304       84,819  
Total cost of revenue     1,157,042       798,388       2,461,470       1,534,651  
                                 
Gross margin     (421,863 )     (66,077 )     (539,053 )     144,525  
                                 
Operating expenses:                                
Selling, general and administrative     1,223,662       2,213,094       2,702,302       3,033,369  
Depreciation and amortization     57,116       83,769       115,982       141,156  
Total operating expenses     1,280,778       2,296,863       2,836,284       3,174,525  
                                 
Income (loss) from operations     (1,702,641 )     (2,362,940 )     (3,375,337 )     (3,030,000 )
                                 
Other income (expense)                                
Interest income (expense), net     (692,419 )     (1,102,537 )     (2,457,297 )     (1,387,188 )
Other income (expense)     (33,422 )     -       (97,517 )     -  
Gain (loss) on settlement of debt     -       -       -       (56,093 )
Gain (loss) on change in fair market value of derivative liabilities     (1,409,305 )     1,780,769       (556,647 )     1,794,091  
Total other income (expense)     (2,135,146 )     678,232       (3,111,461 )     350,810  
Income (loss) before income taxes     (3,837,787 )     (1,684,708 )     (6,486,798 )     (2,679,190 )
                                 
Provision for income taxes (benefit)     613               2,969       -  
                                 
Net income (loss)     (3,838,400 )     (1,684,708 )     (6,489,767 )     (2,679,190 )
Net income (loss) attributable to noncontrolling interest     18,439       (4,906 )     (161,383 )     (12,796 )
Net income (loss) attributable to EVIO, Inc. shareholders   $ (3,856,839 )   $ (1,679,802 )   $ (6,328,384 )   $ (2,666,394 )
                                 
Basic and diluted earnings (loss) per common share     (0.16 )     (0.11 )   $ (0.25 )   $ (0.20 )
                                 
Weighted-average number of common shares outstanding:                                
Basic and diluted     24,753,819       15,387,039       25,366,021       13,519,957  
                                 
Comprehensive loss:                                
Net income (loss)   $ (3,838,400 )   $ (1,684,708 )   $ (6,489,767 )   $ (2,679,190 )
Foreign currency translation adjustment     (115,561 )             (115,561 )     -  
Comprehensive income (loss)   $ (3,953,961 )   $ (1,684,708 )   $ (6,605,328 )   $ (2,679,190 )

 

The accompanying notes are an integral part of the consolidated financial statements.

 

     4
 

 

EVIO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

    Six Months Ended March 31,  
    2019     2018  
Cash flows from operating activities of continuing operations:                
Net income (loss)   $ (6,489,767 )   $ (2,679,190 )
                 
Amortization of debt discount     1,951,983       1,199,159  
Common stock issued in exchange for fees and services     240,501       254,720  
Depreciation and amortization     720,739       225,975  
Loss on disposal of assets     64,095       -  
Loss on settlement of accounts payable     -       3,750  
Loss on settlement of debt     -       52,343  
Provision for doubtful accounts     35,333       3,067  
Stock based compensation     395,850       1,234,415  
Unrealized (gain) loss on derivative liability     556,647       (1,794,091 )
Changes in operating assets and liabilities:                
Accounts receivable     74,625       16,067  
Prepaid expenses     (142,911 )     77,954  
Other current assets     33,122       (52,647 )
Security deposits     (722 )     (451,323 )
Operating lease right of use assets     48,332       -  
Accounts payable and accrued liabilities     1,179,775       (348,073 )
Customer deposits and deferred revenues     (156,363 )     (83,385 )
Interest payable     410,712       192,616  
Net cash provided by (used in) operating activities     (1,078,049 )     (2,148,643 )
                 
Cash flows from investing activities:                
Cash consideration for acquisition of business     -       20,468  
Notes receivable     -       (39,987 )
Deposit, related party     -       (200,000 )
Purchase of fixed assets     (580,075 )     (571,501 )
Net cash provided by (used in) investing activities     (580,075 )     (791,020 )
                 
Cash flows from financing activities:                
Proceeds from issuance of common stock, net of issuance costs     186,000       508,000  
Proceeds from issuance of convertible debentures     414,183       6,136,120  
Proceeds from issuance of convertible notes, net of issuance costs     971,014       -  
Proceeds from related party advances     199,040       -  
Repayments of capital leases     (93,050 )     (22,347 )
Repayments of loans payable     (18,617 )     (605,348 )
Repayments of related party loans payable     (27,151 )     (176,528 )
Net cash provided by (used in) financing activities     1,631,419       5,839,897  
                 
Effect of exchange rates on cash and cash equivalents     (7,769 )     -  
Net increase (decrease) in cash and cash equivalents     (34,474 )     2,900,234  
Cash and cash equivalents at beginning of period     81,735       121,013  
Cash and cash equivalents at end of period   $ 47,261     $ 3,021,247  
                 
Supplemental disclosure of cash flow information:                
Cash paid for interest     -       80,028  
Cash paid for income taxes     -       -  
                 
Supplemental disclosure of non-cash investing and financing activities:                
Conversion of convertible note and accrued interest into common stock     708,089       730,485  
Reclassification of derivative liability to additional paid in capital     -       882,454  
Settlement of account payable for common stock     -       18,750  
Common stock issued for settlement of note payable     -       162,000  
Common stock issued for settlement of related party note payable     -       62,500  
Common stock issued for subscription receivable     406,000       -  
Conversion of Series D Preferred stock to common stock     -       70  
Debt discount recorded on convertible notes and debentures payable upon initial measurement of derivative liability     364,462       5,505,131  
Debt discounts recorded for original issue discounts on convertible debentures     846,985       446,800  
Equipment financed through capital leases     323,411       385,208  
Issuance of convertible notes payable and other obligations in connection with the acquisition of a business             600,000  
Sale and assumption of note payable and accrued interest     556,658       -  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

     5
 

 

EVIO, INC.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the Three and Six Months Ended March 31, 2019 and 2018.

 

                                                  Accumulated                  
    Series B
Preferred Stock 		    Series C
Preferred Stock 		    Series D Preferred Stock     Common Stock     Stock
Subscriptions 		    Additional
Paid-in 		    Retained     Other
Comprehensive 		    Total
Stockholders’ 		    Non
controlling 		    Total  
    Shares     Value     Shares     Value     Shares     Value     Shares     Value     Receivable     Capital     Earnings     Income     Equity     Interest     Equity  
                                                                                           
Balance, September 30, 2017     5,000,000     $ 500       500,000     $ 50       832,500     $ 83       10,732,922     $ 1,073     $ -     $ 7,657,982     $ (7,592,371 )   $ -     $ 67,317     $         158,124     $ 225,441  
                                                                                                                         
Net income (loss)     -       -       -       -       -       -       -       -       -       -       (986,592 )     -                (986,592 )     (7,890 )     (994,482 )
Change in foreign currency translation     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Issuance of common stock in connection with the conversion of Series D preferred stock     -       -       -       -       (87,728 )     (9 )     219,320       22       -       (13 )     -       -       -       -       -  
Issuance of common stock in connection with sales made under private offerings     -       -       -       -       -       -       1,245,000       125       -       497,875       -       -       498,000       -       498,000  
Issuance of common stock in connection with the exercise of common stock purchase warrants     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Issuance of common stock as compensation to employees, officers and/or directors     -       -       -       -       -       -       15,000       2       -       6,562       -       -       6,564       -       6,564  
Issuance of common stock in exchange for consulting, professional and other services provided     -       -       -       -       -       -       239,750       24       -       241,133       -       -       241,157       -       241,157  
Issuance of common stock in connection with the settlement of accounts payable     -       -       -       -       -       -       37,500       4       -       18,746       -       -       18,750       -       18,750  
Issuance of common stock in connection with the settlement of notes payable     -       -       -       -       -       -       324,000       32       -       161,968       -       -       162,000       -       162,000  
Issuance of common stock in connection with the conversion of loans payable     -       -       -       -       -       -       900,793       90       -       318,910       -       -       319,000       -       319,000  
Issuance of common stock in connection with the conversion of related party notes payable     -       -       -       -       -       -       125,000       13       -       62,487       -       -       62,500       -       62,500  
Issuance of common stock in connection with the conversion of interest payable     -       -       -       -       -       -       50,743       5       -       17,879       -       -       17,884       -       17,884  
Common stock options issued under employee equity incentive plan     -       -       -       -       -       -       -       -       -       72,587       -       -       72,587       -       72,587  
Reclassifcation of derivative liability to additional paid-in capital     -       -       -       -       -       -       -       -       -       281,315       -       -       281,315       -       281,315  
Recognition of beneficial conversion features related to convertible debt instruments     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Acquisition of equity interests in subsidiaries     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
                                                                                                                         
Balance, December 31, 2017     5,000,000     $ 500       500,000     $ 50       744,772     $ 74       13,890,028     $ 1,390     $ -     $ 9,337,431     $ (8,578,963 )   $ -     $ 760,482     $ 150,234     $ 910,716  
                                                                                                                         
Net income (loss)     -       -       -       -       -       -       -       -       -       -       (1,679,802 )     -       (1,679,802 )     (4,906 )     (1,684,708 )
Change in foreign currency translation     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Issuance of common stock in connection with the conversion of Series D preferred stock     -       -       -       -       (192,272 )     (19 )     480,680       48       -       (29 )     -       -       -       -       -  
Issuance of common stock in connection with sales made under private offerings     -       -       -       -       -       -       25,000       2       -       9,998       -       -       10,000       -       10,000  
Issuance of common stock in connection with the exercise of common stock purchase warrants     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Issuance of common stock as compensation to employees, officers and/or directors     -       -       -       -       -       -       45,000       5       -       160,890       -       -       160,895       -       160,895  
Issuance of common stock in exchange for consulting, professional and other services provided     -       -       -       -       -       -       15,000       1       -       38,251       -       -       38,252       -       38,252  
Issuance of common stock in satisfaction of debt issuances costs     -       -       -       -       -       -       620,271       62       -       1,389,345       -       -       1,389,407       -       1,389,407  
Issuance of common stock in connection with the settlement of accounts payable     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Issuance of common stock in connection with the settlement of notes payable     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Issuance of common stock in connection with the conversion of loans payable     -       -       -       -       -       -       968,857       97       -       384,118       -       -       384,215       -       384,215  
Issuance of common stock in connection with the conversion of debentures     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Issuance of common stock in connection with the conversion of related party notes payable     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Issuance of common stock in connection with the conversion of interest payable     -       -       -       -       -       -       23,669       2       -       9,384       -       -       9,386       -       9,386  
Common stock options issued under employee equity incentive plan     -       -       -       -       -       -       -       -       -       995,181       -       -       995,181       -       995,181  
Reclassifcation of derivative liability to additional paid-in capital     -       -       -       -       -       -       -       -       -       601,139       -       -       601,139       -       601,139  
Recognition of beneficial conversion features related to convertible debt instruments     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Acquisition of equity interests in subsidiaries     -       -       -       -       -       -       -       -       -       -       -       -       -       400,000       400,000  
                                                                                                                         
Balance, March 31, 2018     5,000,000     $ 500       500,000     $ 50       552,500     $ 55       16,068,505     $ 1,607     $ -     $ 12,925,708     $ (10,258,765 )   $ -     $ 2,669,155     $ 545,328     $ 3,214,483  

 

    Preferred Stock     Preferred Stock     Preferred Stock     Common Stock     Additional
Paid-in 		    Additional
Paid-in 		    Retained     Accumulated
other
Comprehensive 		    Total
Stockholders’ 		    Non
controlling 		    Total  
    Shares     Value     Shares     Value     Shares     Value     Shares     Value     Capital     Capital     Earnings     Income     Equity     Interest     Equity  
                                                                                           
Balance, September 30, 2018     5,000,000     $ 500       500,000     $ 50       552,500     $ 55       23,255,411     $ 2,326     $ -     $ 21,495,621     $ (19,226,462 )   $ (263,985 )   $        2,008,105     $ 1,934,634     $ 3,942,739  
                                                                                                                         
Net income (loss)     -       -       -       -       -       -       -       -       -       -       (2,596,659 )     -       (2,596,659 )     (54,738 )     (2,651,397 )
Change in foreign currency translation     -       -       -       -       -       -       -       -       -       -       -       (179,822 )     (179,822 )     -       (179,822 )
Issuance of common stock in connection with the conversion of Series D preferred stock     -       -       -       -       (38,000 )     (4 )     95,000       10       -       (6 )     -       -       (1 )     -       (1 )
Issuance of common stock in connection with sales made under private offerings     -       -       -       -       -       -       200,000       20       -       105,980       -       -       106,000       -       106,000  
Issuance of common stock in connection with the exercise of common stock purchase warrants     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Issuance of common stock as compensation to employees, officers and/or directors     -       -       -       -       -       -       50,000       5       -       35,870       -       -       35,875       -       35,875  
Issuance of common stock in exchange for consulting, professional and other services provided     -       -       -       -       -       -       250,000       25       -       128,375       -       -       128,400       -       128,400  
Issuance of common stock in connection with the conversion of loans payable     -       -       -       -       -       -       779,808       78       -       317,022       -       -       317,100       -       317,100  
Issuance of common stock in connection with the conversion of debentures     -       -       -       -       -       -       669,362       67       -       387,933       -       -       388,000       -       388,000  
Issuance of common stock in connection with the conversion of interest payable     -       -       -       -       -       -       10,163       1       -       2,987       -       -       2,988       -       2,988  
Issuance of common stock and common stock purchase warrants in satisfaction of debt issuances costs     -       -       -       -       -       -       -       -       -       12,423       -       -       12,423       -       12,423  
Recognition of beneficial conversion features related to convertible debt instruments     -       -       -       -       -       -       -       -       -       280,144       -       -       280,144       -       280,144  
Stock based compensation related to employee stock options     -       -       -       -       -       -       -       -       -       169,922       -       -       169,922       -       169,922  
                                                                                                                         
Balance, December 31, 2018     5,000,000     $ 500       500,000     $ 50       514,500     $ 51       25,309,744     $ 2,531     $ -     $ 22,936,272     $ (21,823,121 )   $ (443,807 )   $ 672,476     $ 1,879,896     $ 2,552,372  
                                                                                                                         
Net income (loss)     -       -       -       -       -       -       -       -       -       -       (3,731,725 )     -       (3,731,725 )     (106,645 )     (3,838,370 )
Change in foreign currency translation     -       -       -       -       -       -       -       -       -       -       -       64,261       64,261       -       64,261  
Issuance of common stock in connection with the conversion of Series D preferred stock     -       -       -       -       (165,000 )     (16 )     412,500       41       -       (24 )     -       -       1       -       1  
Issuance of common stock in connection with sales made under private offerings     -       -       -       -       -       -       200,000       20       -       79,980       -       -       80,000       -       80,000  
Issuance of common stock in connection with stock subscriptions received under private offerings     -       -       -       -       -       -       1,015,000       101       (406,000 )     405,899       -       -       -       -       -  
Issuance of common stock in connection with the exercise of common stock purchase warrants     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  
Issuance of common stock as compensation to employees, officers and/or directors     -       -       -       -       -       -       37,500       4       -       19,496       -       -       19,500       -       19,500  
Issuance of common stock in exchange for consulting, professional and other services provided     -       -       -       -       -       -       100,000       10       -       52,990       -       -       53,000       -       53,000  
Issuance of common stock and common stock purchase warrants in satisfaction of debt issuances costs     -       -       -       -       -       -       20,000       2       -       46,675       -       -       46,677       -       46,677  
Recognition of beneficial conversion features related to convertible debt instruments     -       -       -       -       -       -       -       -       -       566,841       -       -       566,841       -       566,841  
Stock based compensation related to employee stock options     -       -       -       -       -       -       -       -       -       170,553       -       -       170,553       -       170,553  
                                                                                                                         
Balance, March 31, 2019     5,000,000     $ 500       500,000     $ 50       349,500     $ 35       27,094,744     $ 2,709     $ (406,000 )   $ 24,278,682     $ (25,554,846 )   $ (379,546 )   $ (2,058,416 )   $ 1,773,251     $ (285,165 )

 

The accompanying notes are an integral part of the consolidated financial statements.

 

     6
 

 

EVIO, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

 

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

EVIO, Inc., a Colorado corporation and its subsidiaries (“the Company”, “EVIO”, “EVIO Labs”, “we”, “us”, or “our”) provide analytical testing and advisory services to the developing legalized cannabis and hemp industries. The Company operates both corporate owned and licensed laboratories through-out North America. Our laboratories provide testing for both cannabis and hemp products at all our labs.

 

Oregon: The Company operates two OLCC licensed and ORELAP accredited laboratories in Oregon. EVIO Labs Portland, located in Tigard, OR, is 100% owned by EVIO. EVIO Labs Medford, located in Central Point, OR is 80% owned by EVIO.

 

California: The Company operates one BCC licensed and ISO 17025 accredited laboratory in Berkeley serving both the cannabis and hemp markets in the state and the hemp market nationwide. EVIO owns 90% of this company.

 

Massachusetts: The Company is completing the relocation and re-accreditation of our laboratory in the state.

 

Florida: The Company licenses its brand to Kaycha Holdings, which operates two ISO 17025 accredited laboratories in the state.

 

Colorado: The Company licenses its brand to Kaycha Holdings, which operates one ISO 17025 accredited laboratory in the state.

 

Canada: The Company operates one Health Canada licensed, GMP certified laboratory, in Edmonton, Alberta. EVIO owns 50% of this company.

 

Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 

● Step 1: Identify the contract with the customer
● Step 2: Identify the performance obligations in the contract
● Step 3: Determine the transaction price
● Step 4: Allocate the transaction price to the performance obligations in the contract
● Step 5: Recognize revenue when the company satisfies a performance obligation

 

The Company generates revenue from consulting services, licensing agreements and testing of cannabis and hemp products for medicinal and adult-use consumption.

 

The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

 

The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The Company’s services included in its contracts are distinct from one another.

 

The Company determines the transaction price for each contract based on the consideration it expects to receive for the distinct services being provided under the contract.

 

     7
 

 

The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the services provided. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the service.

 

The Company recognizes revenue from testing services upon delivery of its testing results to the client. Customer orders for testing services are generally completed within two weeks of receiving the order.

 

Consulting engagements may vary in length and scope, but will generally include the review and/or preparation of regulatory filings, business plans and financial models, operating plans, and technology support to customers within the same industry. Revenue from consulting services is recognized upon completion of deliverables as outlined in the consulting agreement.

 

The Company recognizes revenue from right of use license agreements upon transfer of control of the functional intellectual property. In certain licensing agreements, the Company may receive royalty revenues based upon performance metrics which are recognized as earned over time.

 

Foreign Currency Translation

 

The functional currency of the Company’s subsidiary in Canada is the Canadian Dollar. The subsidiary’s assets and liabilities have been translated to U.S. Dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the average exchange rate for each period. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss).

 

Fair Value of Financial Instruments

 

The Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis. 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

 

Net Income (Loss) Per Share

 

Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. There were 24,753,819 and 11,713,103 potentially dilutive common shares outstanding as of March 31, 2019 and 2018, respectively. Because of the net losses incurred during the six months ended March 31, 2019 and 2018, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from the diluted loss per share calculations.

 

Accounting Pronouncements

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize assets and liabilities for most leases. ASU 2016-02 is effective for public entity financial statements for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. ASU 2016-02 was further clarified and amended within ASU 2018-01, ASU 2018-10, ASU 2018-11 and ASU 2018-20 which included provisions that would provide us with the option to adopt the provisions of the new guidance using a modified retrospective transition approach, without adjusting the comparative periods presented. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. The amendments in this update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This update is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 31, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing after January 1, 2017. The Company notes that this guidance applies to its reporting requirements and will implement the new guidance accordingly in performing goodwill impairment testing; however, the Company does not believe this update will have a material impact on the consolidated financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption

 

Note 2 – Going concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

     8
 

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

 

In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital.

 

Historically, it has mostly relied upon convertible debentures, convertible promissory notes, internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

 

Note 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

 

● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
● Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally cash, accounts payable, and accrued liabilities. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of the Company’s debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company.

 

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair value of freestanding derivative instruments such as warrant and option derivatives are valued using the Black-Scholes simulation model.

 

The Company’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs.

 

The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on
March 31, 2019:

 

    Level 1     Level 2     Level 3     Total  
Liabilities                        
Derivative financial instruments   $ -     $ -     $ 2,102,387     $ 2,102,387  

 

The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on September 31, 2018:

 

    Level 1     Level 2     Level 3     Total  
Liabilities                        
Derivative financial instruments   $ -     $ -     $ 1,181,278     $ 1,181,278  

 

Note 4 –leases

 

The Company determines if an arrangement is a lease at inception and has lease agreements for warehouses, office facilities, and equipment. These commitments have remaining non-cancelable lease terms, with lease expirations which range from 2020 to 2024.

 

     9
 

 

As a result of the adoption of ASC 842, certain real estate and equipment operating leases have been recorded on the balance sheet with a lease liability and right-of-use asset (“ROU”). Application of this standard resulted in the recognition of ROU assets of $2,667,715, net of accumulated amortization, and a corresponding lease liability of $2,828,361 at the October 1, 2018, date of adoption. Accounting for finance leases is substantially unchanged.

 

Operating leases are included in operating lease ROU assets, operating lease obligations, current, and operating lease obligations, long term on the condensed consolidated balance sheets. Finance leases are included in property and equipment, finance lease obligations, short term, and finance lease obligations, long term, on the condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make scheduled lease payments. ROU assets and liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. The present value of lease payments is calculated using the incremental borrowing rate at lease commencement, which takes into consideration recent debt issuances as well as other applicable market data available.

 

Amortization of lease assets is included in general and administrative expenses. The future minimum lease payments of lease liabilities as of March 31, 2019, are as follows:

 

Year ended March 31,   Operating Leases     Financing Leases  
2019     662,673     $ 404.795  
2020     784,958       354,898  
2021     525,852       340,025  
2022     489,392       181,372  
2023     323,356       204,812  
Thereafter     27,911       4,977  
Total lease payments     2,814,142       1,490,879  
Less: Payments Made     (225,192 )     (196,035 )
Total Lease Liabilities   $ 2,478,950     $ 1,294,845  

 

Note 5 – INTANGIBLE ASSETS

 

The Company’s intangible assets consist of customer lists, testing licenses, favorable leases and websites. The components of intangible assets as of March 31, 2019 and September 30, 2018 consist of:

 

    March 31, 2019     September 30, 2018  
Customer list   $ 849,458     $ 865,672  
License     503,000       503,000  
Favorable lease     3,100       3,100  
Domains & Websites     49,448       49,690  
Non-compete agreements     181,538       184,563  
Assembled Workforce     50,750       50,750  
Intellectual Property     332,868       342,610  
Total     1,970,162       1,999,385  
Accumulated amortization     (506,945 )     (318,815 )
Net value   $ 1,463,217     $ 1,680,570  

 

     10
 

 

The Company estimates amortization to be recorded on existing intangible assets through the year ended September 30, 2030 to be:

 

    Amortization  
2019   $ 193,959  
2020     346,656  
2021     307,469  
2022     238,289  
2023     197,765  
2024     124,847  
2025     44,097  
2026     2,317  
2027     2,317  
2028     2,317  
2029     2,317  
2030     868  
Total   $ 1,463,217  

 

Note 6 – Concentration of Credit Risk

 

Instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits, notes receivable and accounts receivable. As of March 31, 2019, the Company did not hold cash at any financial institution in excess of the amount insured by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000.

 

As of both March 31, 2019 and September 30, 2018, the Company had a note receivable totaling $1,300,000 due from a single entity.

 

Customer Concentrations

 

During the six months ended March 31, 2019, there was no customers that represented over 10% of the Company’s revenues. During the six months ended March 31, 2018, no customer represented over 10% of the Company’s revenues. As of March 31, 2019, there was one customer who represented 32% of accounts receivable. As of May 31, 2018, there were no customers who represented more than 10% of accounts receivable.

 

As of March 31, 2019, the Company had total accounts receivable net of allowances of $122,783. Three clients comprised a total of 36% of this balance as follows:

 

    Balance     Percent of Total  
Customer 1   $ 180,000       32 %
Customer 2     29,063       5 %
Customer 3     22,740       4 %
All others     325,034       58 %
Total     556,837       100 %
Allowance for doubtful accounts     (434,054 )        
Net accounts receivable   $ 122,783          

 

As of September 30, 2018, the Company had total accounts receivable, net of allowances, of $234,178. Three separate clients comprised a total of 36% of this balance as follows:

 

    Balance     Percent of Total  
Customer 1   $ 180,000       27 %
Customer 2     34,268       5 %
Customer 3     27,317       4 %
All others     427,680       64 %
Total     669,265       100 %
Allowance for doubtful accounts     (417,610 )        
Net accounts receivable   $ 251,655          

 

Note 7 – Property and Equipment

 

Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed in the period incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

 

     11
 

 

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets and the modified accelerated cost recovery system for federal income tax purposes. The estimated useful lives of depreciable assets are:

 

    Estimated
    Useful Lives
Building   39 years
Laboratory and Computer Equipment   5 years
Furniture and Fixtures   7 years
Software   3 years
Domains   15 years

 

The Company’s property and equipment consisted of the following as of March 31, 2019 and September 30, 2018:

 

    March 31, 2019     September 30, 2018  
Assets Not-In-Service   $ -     $ 455,540  
Capital Assets     1,287,091       535,095  
Land     212,550       212,550  
Buildings & Real Estate     941,857       937,450  
Furniture and Equipment     187,602       189,459  
Laboratory Equipment     2,651,312       2,468,141  
Software     73,908       63,913  
Leasehold Improvements     582,695       303,331  
Vehicles     83,915       83,915  
Total     6,020,931       5,249,394  
Accumulated depreciation     (1,127,091 )     (644,291 )
Net value   $ 4,893,839     $ 4,605,103  

 

During the six months ended March 31, 2019, the Company capitalized a total of $738,141 of equipment and depreciation expense of $230,454.

 

Note 8 – Related Party Transactions

 

During the six months ended March 31, 2019, the Company received loans from its Chief Operating Officer totaling $15,000 and made repayments totaling $1,040 leaving a balance due as of March 31, 2019 of $13,960. The advances are non-interest bearing and due on demand. There was $13,960 and $0 due as of March 31, 2019 and September 30, 2018 and is included in the accompanying consolidated balance sheets as a current portion of notes payable to related parties.

 

During the six months ended March 31, 2019 the Company made payments to Sara Lausmann, associated with the asset purchase of Oregon Analytical Services, LLC, totaling $9,000. There was $571,299 and $580,299 of principal due as of March 31, 2019 and September 30, 2018, respectively. The note carries interest at a rate of 5% per annum and had accrued interest totaling $93,653 and $79,295 due as of March 31, 2019 and September 30, 2018, respectively.

 

During the six months ended March 31, 2019, the Company made $12,000 in payments to Anthony Smith, our Chief Science Officer, associated with the purchase of 80% of Smith Scientific Industries. There was $224,000 and $236,000 of principal due as of March 31, 2019 and September 30, 2018, respectively. The note carries interest at a rate of 5% per annum and had accrued interest totaling $36,696 and $30,960 due as of March 31, 2019 and September 30, 2018, respectively.

 

During the six months ended March 31, 2019, the Company made repayments to Henry Grimmett, prior Company Director (retired April 2018), on an outstanding loan from member assumed by the Company, totaling a note payable of Greenhaus Analytical Services, LLC, totaling $3,858.85. There was $113,554 and $117,412 of principal due as of March 31, 2019 and September 30, 2018, respectively. The note bears interest at 0% per annum and requires repayments of $25,000 quarterly.

 

During the six months ended March 31, 2019, the Company made no payments to Henry Grimmett, prior Company Director (retired April 2018), associated with the acquisition of Greenhaus Analytical Services, LLC. The Company entered into a $340,000 note payable as part of its acquisition of Greenhaus Analytical Services, LLC. The note carries interest at a rate of 6% per annum and matures on October 16, 2020. There was $340,000 of principal as of March 31, 2019 and September 30, 2018. Unamortized debt discount of $39,302 and $51,971 as of March 31, 2019 and September 30, 2018, respectively and $50,078 and $39,905 of accrued interest due as of March 31, 2019 and September 30, 2018, respectively.

 

     12
 

 

During the six months ended March 31, 2019, the Company received $119,937 from a related party associate with Keystone Labs and made repayment of $25,886, leaving balances due of $249,546 and $153,177 as of March 31, 2019 and September 30, 2018, respectively. Amounts have been adjusted for USD. The advances are non-interest bearing and due on demand and is included in the accompanying consolidated balance sheets as a current portion of notes payable to related parties.

 

Note 9 – STOCKHOLDERS’ EQUITY

 

Series A Convertible Preferred Stock

 

The Company has 0 shares of Series A Convertible Stock issued and outstanding as of March 31, 2019 and 2018.

 

Series B Convertible Preferred Stock

 

The Company designated 5,000,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) with a par value of $0.0001 per share. The Company has 5,000,000 shares of Series B Convertible Stock issued and outstanding as of March 31, 2019 and 2018. These shares converted to common stock at a rate of 1 common share per each shares of Series B Convertible Preferred Stock.

 

Series C Convertible Preferred Stock

 

The Company designated 500,000 shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”) with a par value of $0.0001 per share. There were 500,000 shares of Series C Convertible Stock issued and outstanding as of March 31, 2019 and 2018. These shares converted to common stock at a rate of 5 common shares per each shares of Series C Convertible Preferred Stock.

 

Series D Convertible Preferred Stock

 

The Company designated 1,000,000 shares of Series D Convertible Preferred Stock (“Series D Preferred Stock”) with a par value of $0.0001 per share. These shares converted to common stock at a rate of 2.5 common shares per each shares of Series D Convertible Preferred Stock.

 

During the six months ended March 31, 2019, the Company received conversion notices from Series D Preferred Stockholders resulting in a total of 507,500 shares of common stock being issued for the conversion of 203,000 shares of Series D Preferred Stock.

 

During the six months ended March 31, 2018, the Company received conversion notices from Series D Preferred Stockholders resulting in a total of 700,000 shares of common stock being issued for the conversion of 280,000 shares of Series D Preferred Stock.

 

There were 349,500 and 552,500 shares of Series D Convertible Stock issued and outstanding as March 31, 2019 and March 31, 2018, respectively.

 

Common Stock

 

During the six months ended March 31, 2019, the Company issued 350,000 common shares valued at $181,400 for services; 400,000 common shares for cash proceeds of $186,000; 1,015,000 common shares for stock subscription of $406,000, 87,500 common shares valued at $55,375 under its employee equity incentive plan; 779,808 common shares for the conversion of $317,100 of outstanding principal on convertible notes payable; 669,362 common shares for the conversion of $388,000 of convertible debentures; 10,163 common shares for conversion of interest payable of $2,988; 507,500 common shares for the conversion of Preferred Series D stock, and 20,000 common shares valued at $11,760 for debt issue costs. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms.

 

During the six months ended March 31, 2018, the Company issued 207,750 common shares valued at $254,720 for services; 700,000 common shares for the conversion of 280,000 shares of Series D Preferred Stock; 1,270,000 common shares for cash proceeds of $508,000; 57,000 common shares valued at $75,755 under its employee equity incentive plan under which a total expense of $166,647 was recorded; 37,500 common shares for the settlement of $15,000 of accounts payable; 1,869,650 common shares for the conversion of $703,215 of outstanding principal on convertible notes payable; 74,412 for the conversion of $27,270 of convertible accrued interest; 324,000 common shares for the settlement of non-convertible debt and interest totaling $122,157; 125,000 common shares for the settlement of non-convertible related party debt totaling $50,000 and 670,271 common shares valued at $1,414,907 for debt issue costs from a capital raise. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms

 

There were 27,094,744 and 16,068,505 shares of common stock issued and outstanding at March 31, 2019 and March 31, 2018, respectively.

 

     13
 

 

Note 10 – LOANS PAYABLE

 

The Company had the following loans payable outstanding as of March 31, 2019 and September 30, 2018:

 

    March 31, 2019     September 30, 2018  
On March 16, 2017, the Company executed notes payable for the purchase of three vehicles. The notes carry interest at 6.637% annually and mature on March 31, 2023.     53,476       60,477  
                 
On September 6, 2017, the Company entered into a note payable totaling $1,000,000 for the purchase of an outstanding note receivable. The note carries interest at 8% annually and is due on July 6, 2018.     -       500,000  
                 

On June 28, 2018, the Company executed a note payable for $650,000 for the purchase of the building at 14775 SW 74th Ave, Tigard, OR. The note carries interest at 8% annually and is due on June 28, 2021.

    634,617       646,231  
                 
On July 5, 2018, the Company executed a note payable for $750,000 for the asset purchase of MRX Labs. The note carries interest at 8% annually and is due on January 5, 2019.     750,000       750,000  
      1,438,093       1,956,708  
Less: unamortized original issue discounts     -       (119,000 )
Total loans payable     1,438,093       1,837,708  
Less: current portion of loans payable     786,729       643,627  
                 
Long-term portion of loans payable   $ 651,364     $ 1,193,781  

 

As of March 31, 2019 and September 30, 2018, the Company accrued interest of $45,834 and $47,767 respectively

 

Note 11 – Convertible NOTES PAYABLE

 

The Company has entered into convertible notes payable that convert to common stock of the Company at variable conversion prices. As further discussed in Note 13 – Derivative Liability, the Company analyzed the conversion features of the agreements for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

 

The following table summarizes all convertible notes outstanding as of March 31, 2019:

 

Holder   Issue Date   Due Date   Principal    

Unamortized

Debt Discount

    Carrying Value     Accrued Interest  
Noteholder 2   7/2/18   10/1/18     220,000       -       220,000       13,116  
Noteholder 3   7/2/18   10/1/18     220,000       -       220,000       13,116  
Noteholder 4   8/1/18   1/1/19     330,000       -       330,000       17,504  
Noteholder 5   8/29/18   2/28/19     222,222       -       222,222       6,514  
Noteholder 6   9/6/18   9/6/19     125,000       (37,887 )     87,113       7,055  
Noteholder 3   9/13/18   3/11/19     435,000       -       435,000       -  
Noteholder 7   9/17/18   9/17/19     62,500       (26,327 )     36,173       3,339  
Noteholder 4   10/2/18   1/1/19     220,000       -       220,000       8,679  
Noteholder 8   11/15/18   11/15/19     222,600       (139,659 )     82,941       6,635  
Noteholder 9   12/27/18   12/27/19     105,000       (78,248 )     26,753       2,140  
Noteholder 9   12/27/18   12/27/19     131,250       (111,832 )     19,418       2,186  
Noteholder 8   11/15/18   11/15/19     265,000       (224,168 )     40,832       3,195  
Noteholder 9             131,250       (113,990 )     17,260       1,553  
Noteholder 11             580,537       (59,930 )     520,607       8,112  
Noteholder 10   4/24/18   4/24/19     500,000       -       500,000       -  
            $ 3,770,359     $ (792,040 )   $ 2,978,319     $ 93,144  

 

     14
 

 

The following table summarizes all convertible notes outstanding as of September 30, 2018:

 

Holder   Issue Date   Due Date   Principal    

Unamortized

Debt Discount

    Carrying Value     Accrued Interest  
Noteholder 2   7/2/18   10/1/18     220,000       (220 )     219,780       4,340  
Noteholder 3   7/2/18   10/1/18     220,000       (220 )     219,780       4,340  
Noteholder 4   8/1/18   10/1/18     330,000       (492 )     329,508       -  
Noteholder 1   8/14/18   8/14/19     167,100       (13,591 )     153,509       2,839  
Noteholder 5   8/29/18   2/28/19     222,222       (78,670 )     143,552       -  
Noteholder 6   9/6/18   9/6/19     125,000       (89,921 )     35,079       -  
Noteholder 3   9/13/18   3/11/19     585,000       (513,062 )     71,938       -  
Noteholder 7   9/17/18   9/17/19     62,500       (57,381 )     5,119       -  
Noteholder 10   4/24/18   4/24/19     500,000       0       500,000       -  
            $ 2,431,822     $ (753,557 )   $ 1,678,265     $ 11,519  

 

Noteholder 1

 

On August 14, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $275,600 of which $15,600 was an original issue discount and $10,000 was paid directly to third parties resulting in cash proceeds to the Company of $250,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on August 14, 2018. The Note is convertible into the Company’s common stock commencing 180 days from the date of issuance at a conversion price equal to 75% of the lowest trade price of the Company’s common stock for the fifteen prior trading days including the date of conversion. During the year ended September 30, 2018, the holder elected to convert $167,100 of principal due in exchange for 479,848 shares of common stock and the holder elected to convert $2,988 of interest due in exchange for 10,163 shares of common stock. There was $0 and $167,100 of principal and $0 and $2,839 of accrued interest due at March 31, 2019 and September 30, 2018, respectively.

 

Noteholder 2

 

On July 2, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $220,000 of which $20,000 was an original issue discount and $17,000 was paid directly to third parties resulting in cash proceeds to the Company of $183,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on October 1, 2018. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $220,000 and $220,000 of principal and $13,116 and $4,340 of accrued interest due March 31, 2019 and September 30, 2018, respectively.

 

Noteholder 3

 

On July 2, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $220,000 of which $20,000 was an original issue discount resulting in cash proceeds to the Company of $200,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on October 1, 2018. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $220,000 and $220,000 of principal and $13,116 and $4,340 of accrued interest due March 31, 2019 and September 30, 2018, respectively.

 

On September 17, 2018, the Company entered into an exchange agreement with an unrelated party for the principal amount $585,000, of which the loan payable to Palliatech, Dated August 1, 2017, outstanding and principal of $549,652 would be assumed by the new note holder, with difference of $35,348 to be treated as an original issue discount. The new convertible note payable carries an interest rate of 0% per annum is convertible into common stock of the Company at the option of the noteholder immediately at 80% of the lowest volume weighted average price of the Company’s common stock in the preceding 20 trading days. There was $435,000 of principal and $0 accrued interest due on both March 31, 2019 and September 30, 2018.

 

Noteholder 4

 

On August 1, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $330,000 of which $30,000 was an original issue discount resulting in cash proceeds to the Company of $300,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, was due on October 1, 2018. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $330,000 and $330,000 of principal and $17,504 and $10,994 of accrued interest due at March 31, 2019 and September 30, 2018, respectively.

 

     15
 

 

On October 2, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $220,000 of which $20,000 was an original issue discount resulting in cash proceeds to the Company of $200,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on January 1, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $220,000 of principal and $8,679 of accrued interest due at March 31, 2019.

 

Noteholder 5

 

On August 29, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $222,222 of which $22,222 was an original issue discount and $5,500 was paid directly to third parties resulting in cash proceeds to the Company of $194,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 5%, is due on February 28, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.70 per share. There was $222,222 and $222,222 of principal and $3,775 and $0 of accrued interest due at March 31, 2019 and September 30, 2018, respectively. The holder has issued a notice of default on this promissory note.

 

Noteholder 6

 

On September 6, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $125,000 of which $15,000 was an original issue discount parties resulting in cash proceeds to the Company of $110,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 10%, is due on September 6, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.50 per share. There was $125,000 and $125,000 of principal and $7,055 and $0 of accrued interest due at March 31, 2019 and September 30, 2018, respectively.

 

Noteholder 7

 

On September 6, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $62,500 of which $6,250 was an original issue discount resulting in cash proceeds to the Company of $56,250 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 10%, is due on September 6, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.50 per share. There was $62,500 and $62,500 of principal and $3,339 and $0 of accrued interest due at March 31, 2019 and September 30, 2018, respectively.

 

Noteholder 8

 

On November 15, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $222,600 of which $12,600 was an original issue discount resulting in cash proceeds to the Company of $210,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on November 15, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.55 per share. There was $222,600 of principal and $6,635 of accrued interest due at March 31, 2019.

 

On February 4, 2019, the Company entered into a convertible note payable with an unrelated party for $265,000 of which $15,000 was an original issue discount and $10,000 in third party fees resulting in net cash proceeds to the Company of $240,000. The convertible note payable carries interest at a rate of 8% per annum, is due on February 4, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. There was $265,000 of principal and $3,195 of accrued interest due at March 31, 2019.

 

Noteholder 9

 

On December 27, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $105,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on December 27, 2019. The Note is convertible into the Company’s common stock commencing 180 days from the date of issuance at a conversion price equal to 65% of the lowest trade price of the Company’s common stock for the fifteen prior trading days including the date of conversion. There was $105,000 of principal and $2,140 of accrued interest due at March 31, 2019.

 

On January 14, 2019, the Company entered into a convertible note payable with an unrelated party for $131,250 of which included $6,250 in third party fees resulting in net cash proceeds to the Company of $125,000. The convertible note payable carries interest at a rate of 8% per annum, is due on January 14, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. There was $131,250 of principal and $2,186 of accrued interest due at March 31, 2019.

 

     16
 

 

On February 4, 2019, the Company entered into a convertible note payable with an unrelated party for $131,250 of which included $6,250 in third party fees resulting in net cash proceeds to the Company of $125,000. The convertible note payable carries interest at a rate of 8% per annum, is due on February 4, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. There was $131,250 of principal and $1,553 of accrued interest due at March 31, 2019.

 

Noteholder 10

 

On April 24, 2018, the Company entered into a convertible note payable totaling $500,000 in exchange for 100% of the assets of Leaf Detective LLC. The note bears no interest, matures on April 24, 2019 and automatically converted to common stock at $1.25 per share on the maturity date. In the event the average lowest trading price of the Company’s common stock during the five days prior to maturity is less than $1.25 per share, the Company will pay the noteholder the difference between $1.25 and the average lowest trading price during the preceding five days per share converted in cash. There was $500,000 principal and $0 interest due on both March 31, 2019 and September 30, 2018.

 

Noteholder 11

 

On February 8, 2019, the Company entered into an exchange agreement with an unrelated party for $580,537, of which the loan payable to Palliatech, dated September 1, 2017, outstanding and principal would be assumed by the new note holder. The new convertible note payable carries an interest rate of 10% per annum, with one year interest guaranteed, is due on February 8, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 30% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. There was $580,537 of principal and $8,112 of accrued interest due at March 31, 2019.

 

NOTE 12 – CONVERTIBLE DEBENTURES

 

On January 29, 2018, the Company issued a total of 5,973 units of 8% unsecured convertible debentures. Each unit consists of one convertible debenture with a principal face value of $1,000 and 250 warrants. The gross proceeds were $5,973,000. Each warrant entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.80 per warrant for a period of 24 months. The convertible debentures have a maturity date of 36 months from issuance. Simple interest will be paid at a rate of 8% per annum in arrears until maturity or until conversion. The principal amount of the debentures and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share.

 

In addition to the warrants associated with the convertible debentures, the Company issued an additional 597,300 warrants to purchase common stock of the Company as offering costs representing an equivalent of 6% of the fully converted debentures. The warrants are exercisable at $0.60 per share for a period of two years.

 

During the fiscal year ended September 30, 2018, the Company issued three separate debentures under the same terms for additional cash proceeds of $610,000. The additional debentures carry an additional 152,500 warrants to purchase additional common shares of the Company at $0.80 per share. Additionally, the outstanding principal and interest may be converted to common stock of the Company at $0.60 per share.

 

During the six month quarter ended March 31, 2019, the Company also issued nineteen additional debentures under the same terms for additional cash proceeds of $374,000. The additional debentures carry an additional 187,000 warrants to purchase additional common shares of the Company at $0.80 per share. Additionally, the outstanding principal and interest may be converted to common stock of the Company at $0.60 per share.

 

Associated with the issuance of the convertible debentures, the Company incurred cash-based issuance costs of $702,963, issued common shares valued at $1,414,907 and warrants to purchase additional shares of common stock valued at $1,265,385 for total debt issuance costs of $3,383,255. The debt issuance costs were recorded as a discount to the carrying value of the convertible debentures. The warrants associated with the debt issue costs were valued using a Black-Scholes model with the following assumptions:

 

Expected term of options granted     2 years  
Expected volatility     223 %
Risk-free interest rate     2.49 %
Expected dividend yield     0 %

 

The Company separately assessed the value of the detachable warrants and conversion features of the convertible debentures. The Company separately initially valued the detachable warrants issued with the convertible debentures at $3,351,160 using a Black-Scholes model with the following assumptions:

 

Expected term of options granted   2 years  
Expected volatility     211 - 223 %
Risk-free interest rate     2.09 - 2.25 %
Expected dividend yield     0 %

 

     17
 

 

Additionally, the outstanding principal on convertible debentures totaling $6,957,000 may be converted into common stock of the Company at $0.60 per share for a total of 11,595,000 shares. Due to the variable conversion features of the outstanding convertible notes payable as discussed in Note 7 – Convertible Notes Payable, the Company cannot ascertain there will be adequate unissued authorized common shares to fulfill all share-based obligations. As a result, the warrants issued in connection with the convertible debentures are not afforded equity treatment and were recorded as a derivative liability upon initial measurement. The total initial measurement of warrants issued with the convertible debentures was $4,616,545 of which $4,465,131 was recorded as a debt discount and, when combined with debt issuance costs, represents a total debt discount of $6,583,000.

 

As of March 31, 2019 the Company has amortized $698,521 of the total outstanding debt discount leaving an unamortized debt discount of $3,484,269. The remaining debt discount will be amortized to interest expense over the expected life of the note. There was $5,183,000 of principal and accrued interest totaling $446,427 outstanding as of March 31, 2019.

 

Note 13 – Derivative Liability

 

As of March 31, 2019 and September 30, 2018, Company had a derivative liability balance of $2,102,387 and $1,181,278 on the balance sheets and recorded a loss of $556,647 from derivative liability fair value adjustments during the six months ended March 31, 2019.

 

On November 15, 2018, the Company issued a $222,600 convertible promissory note to an unrelated party that matures on November 15, 2019. Refer to Noteholder 8 under “Note 12 – Convertible Debentures” for more information. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15, Derivatives and Hedging and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

 

The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the note was $220,463 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $184,957 which was up to the face value of the convertible note with the excess fair value at initial measurement of $35,506 being recognized as a loss on derivative fair value measurement.

 

On December 27, 2018, the Company issued a $105,000 convertible promissory note to an unrelated party that matures on December 27, 2019. Refer to Noteholder 9 under “Note 12 – Convertible Debentures” for more information. The Company analyzed the conversion feature of the agreement for derivative accounting consideration and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate.

 

The aggregate fair value of the derivative at the issuance date of the note was $98,091 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $38,365 which was up to the face value of the convertible note with the excess fair value at initial measurement of $59,725 being recognized as a loss on derivative fair value measurement.

 

On February 4, 2019, the Company issued a $265,000 convertible promissory note to an unrelated party that matures on February 4, 2020. Refer to Noteholder 8 under “Note 12 – Convertible Debentures” for more information. The Company analyzed the conversion feature of the agreement for derivative accounting consideration and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate.

 

The aggregate fair value of the derivative at the issuance date of the note was $322,521 which was recorded as a derivative liability on the balance sheet. The Company recognized a loss of $322,521 on derivative fair value measurement.

 

On February 5, 2019, the Company issued a $131,250 convertible promissory note to an unrelated party that matures on February 5, 2020. Refer to Noteholder 9 under “Note 12 – Convertible Debentures” for more information. The Company analyzed the conversion feature of the agreement for derivative accounting consideration and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate.

 

The aggregate fair value of the derivative at the issuance date of the note was $144,752 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $14,423 which was up to the face value of the convertible note with the excess fair value at initial measurement of $130,329 being recognized as a loss on derivative fair value measurement.

 

On February 11, 2019, the Company issued a $131,250 convertible promissory note to an unrelated party that matures on February 11, 2020. Refer to Noteholder 9 under “Note 12 – Convertible Debentures” for more information. The Company analyzed the conversion feature of the agreement for derivative accounting consideration and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate.

 

The aggregate fair value of the derivative at the issuance date of the note was $228,916 which was recorded as a derivative liability on the balance sheet. The Company recognized a loss of $228,916 on derivative fair value measurement.

 

     18
 

 

At March 31, 2019, the Company marked-to-market the fair value of the derivative liabilities related to conversion features and determined an aggregate fair value of $1,445,738 and recorded a $430,636 loss from change in fair value for the six months ended March 31, 2019. The fair value of the embedded derivatives was determined using a Black-Scholes option pricing model based on the following assumptions: (1) expected volatility of 110%, (2) risk-free interest rate of 2.40%, (3) exercise prices of $0.21 - $0.31, and (4) expected lives of 0.63 – 0.87 years.

 

On October 2, 2018, the Company issued a total of $220,000 convertible debenture to an unrelated party that matures on January 1, 2019. The Company issued a total of 100,000 warrants to purchase additional shares of common stock of the Company in connection with the convertible debenture. The Company analyzed the issued warrants for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the warrants should be classified as a derivative because the Company is unable to ascertain there will be adequate unissued authorized shares of common stock to fulfill its obligations should the warrants be exercised. In accordance with AC 815, the Company has recorded a derivative liability related to the warrants.

 

The derivative for the warrants is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the warrants was $57,014 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $53,333 which was up to the face value of the convertible debentures with the excess fair value at initial measurement of $3,681 being recognized as a loss on derivative fair value measurement.

 

As discussed in “Note 12 – Convertible Debentures”, the Company issued a total of $374,000 of convertible debentures to unrelated parties that mature on dates ranging from October 17, 2020 to October 23, 2020. The Company issued a total of 187,000 warrants to purchase additional shares of common stock of the Company in connection with the convertible debentures. The Company analyzed the issued warrants for derivative accounting consideration and determined that the warrants should be classified as a derivative. The aggregate fair value of the derivative at the issuance date of the warrants was $73,383 which was recorded as a derivative liability on the balance sheet, for which the Company recorded an equivalent debt discount to the convertible debentures.

 

At March 31, 2019, the Company marked-to-market the fair value of the derivative liabilities related to warrants and determined an aggregate fair value of $627,792 and recorded a $651,427 gain from change in fair value for the six months ended March 31, 2019. The fair value of the derivatives was determined using a Black-Scholes option pricing model based on the following assumptions: (1) expected volatility of 110%, (2) risk-free interest rate of 2.40%, (3) exercise prices of $0.60 to $0.80, and (4) expected lives of 0.87 – 0.99 of a year.

 

The following table summarizes the derivative liabilities included in the balance sheet at March 31, 2019:

 

Fair Value of Derivative Liabilities:      
Balance, September 30, 2018   $ 1,181,278  
Initial measurement of derivative liabilities     1,145,140  
Change in fair market value     (224,021 )
Write off due to conversion     -  
Balance, March 31, 2019   $ 2,102,387  

 

The following table summarizes the gain (loss) on derivative liability included in the income statement for the six months ended March 31, 2019 and 2018, respectively.

 

    March 31,  
    2018     2017  
Day one loss due to derivatives on convertible debt   $ (780,678 )   $ (352,206 )
Change in fair value of derivatives     224,021       160,928  
Total derivative gain (loss)   $ (556,647 )   $ (191,278 )

 

NOTE 14 – STOCK OPTIONS AND WARRANTS

 

The following table summarizes all stock option and warrant activity for the six months ended March 31, 2019:

 

    Shares     Weighted-Average
Exercise Price
Per Share 		 
Outstanding, September 30, 2018     4,638,050     $        0.784  
Granted     646,920       0.610  
Exercised             -  
Forfeited     -       -  
Expired     -       -  
Outstanding, March 31, 2019     5,284,970     $ 0.764  

 

     19
 

 

The following table discloses information regarding outstanding and exercisable options and warrants at March 31, 2019:

 

      Outstanding     Exercisable  
Exercise Prices     Number of Option Shares     Weighted
Average
Exercise Price 		    Weighted Average
Remaining Life
(Years) 		    Number of Option Shares     Weighted Average Exercise Price  
$ 0.400       110,000     $ 0.400       2.38       110,000     $ 0.400  
$ 0.420       330,000     $ 0.420       4.80       330,000     $ 0.420  
$ 0.500       165,000     $ 0.500       2.45       162,500     $ 0.500  
$ 0.600       627,220     $ 0.600       0.87       627,220     $ 0.600  
$ 0.650       145,000     $ 0.650       3.57       36,250     $ 0.650  
$ 0.800       3,482,750     $ 0.800       2.19       3,095,250     $ 0.800  
$ 0.850       100,000     $ 0.850       4.05       -     $ 0.850  
$ 1.050       25,000     $ 1.050       4.55       -     $ 1.050  
$ 1.260       220,000     $ 1.260       3.25       110,000     $ 1.260  
$ 1.300       10,000     $ 1.300       2.56       7,500     $ 1.300  
$ 1.386       60,000     $ 1.386       3.25       30,000     $ 1.386  
$ 1.666       10,000     $ 1.666       3.34       5,000       1.666  
  Total       5,284,970     $ 0.783       2.82       4,513,720     $ 0.764  

 

In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows:

 

    March 31, 2019  
Expected term of options granted     1.1 to 5.0 years  
Expected volatility     102.63 to 122.49 %
Risk-free interest rate     2.57 to 2.67 %
Expected dividend yield     0 %

 

The Company recognized stock option expense of $169,922 and $72,587 during the three months ended March 31, 2019 and 2018, respectively. There was $787,907 of unrecognized stock-based compensation expense as of March 31, 2019.

 

Note 15 – Subsequent Events

 

Common Stock Issuances

 

The Company made the following issuances of common stock subsequent to March 31, 2019:

 

● 25,000 common shares for the conversion of 10,000 shares of Series D Preferred Stock.
● 58,245 common shares for the settlement of $21,000 of accounts payable.
● 12,500 common shares valued at $6,624 for the vesting of restricted stock grants for officers and directors
● 688,017 common shares for services valued at $192,390
● 1,201,420 common shares for the conversion of $357,222 of outstanding principal on convertible notes payable.
● 381,351 common shares for the settlement of $165,000 of outstanding interest and penalties on convertible notes payable.

 

     20
 

 

Equity Raise with Warrants

 

On April 8, 2019, the Company raised an aggregate amount of $586,000, in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States or to a U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements. A portion of the Offering was completed on a best efforts basis through lead agent and bookrunner Dominick Capital Corporation of Toronto, Canada.

 

A total of 1,465,000 Units were sold in this transaction, each Unit consists of one share of EVIO common stock (“Stock”) at a price of $0.40, and a share purchase warrant (each, a “Warrant”) in the amount of one full Warrant per Unit. Each whole Warrant shall entitle the holder thereof to purchase one additional common share of the Offeror (each a “Warrant Share”) at an exercise price of US $0.65 per Warrant Share for a period of 24 months after the closing of the Offering

 

Convertible Notes Payable

 

On August 8, 2019, the Company entered into a convertible note payable with an unrelated party for $33,092 which included $1,575 third party fees resulting in net cash proceeds to the Company of $31,517. The convertible note payable carries interest at a rate of 8% per annum, is due on August 8, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

 

On August 8, 2019, the Company entered into a convertible note payable with an unrelated party for $33,092 which included $1,575 third party fees resulting in net cash proceeds to the Company of $31,517. The convertible note payable carries interest at a rate of 8% per annum, is due on August 8, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

 

On August 30, 2019, the Company entered into a convertible note payable with an unrelated party for $110,000 which included $10,000 original issue discount resulting in net cash proceeds to the Company of $100,000. The convertible note payable carries interest at a rate of 8% per annum, is due on May 30, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

 

Convertible Notes Payable – Exchanged Note

 

On August 29, 2019, the Company entered into an exchange agreement with an unrelated party for $199,203, of which the loan payable to Henry Grimmett, dated October 16, 2016, outstanding and principal would be assumed by the new note holder. The new convertible note payable carries an interest rate of 8% per annum, is due on May 29, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

 

Debenture Holders Offer

 

On June 16, 2019 the Company offered current Debenture Holders a one-time opportunity to lower the Conversion Price of the Debenture to US$0.40 per share (the “Amended Conversion Price”); provided, however, that Investor agrees to defer interest under the Debenture until the Maturity Date identified in the Debenture, and further agrees to have any and all accrued and unpaid interest automatically converted into Common Shares of the Company at the Amended Conversion Price on the Maturity Date

 

The original debenture had a conversion rate of US$0.60 per share.

 

At the time of the offer there were $5,183,000 in outstanding debentures. To date a total of $4,654,000 of have opted for the offer, and $529,000 have yet to accept the offer. The additional shares to be issued related to accepted offers is 3,878,333.

 

Equipment Financing

 

On April 24, 2019 the Company entered into an equipment lease arrangement with Sweet Leaf Capital. The term of the lease is 30 months, commencing June 1, 2019. The capital cost of the equipment financed is $467,837.00. The agreement calls for an initial payment of $67,459, followed by 30 payments in the amount of $18,226.00. The Company will record this as a capital lease obligation in Q3, 2019.

 

Legal Proceedings

 

On May 9, 2019, Stephanie Head, a former part-time lab administrator for EVIO Labs Eugene, LLC, filed a wrongful termination lawsuit with the US District Court - District of Oregon, Eugene Division, Case No. 6:19-CV-00681, against EVIO Labs Eugene, LLC, EVIO, Inc. and Lori Glauser. This case is still in process.

On August 29, 2018, the Company issued FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC (“Creditor”) a Promissory Note in the original principal amount of $220,000.00 (the “Note”). The Company failed to timely pay certain sums under the Note and, as a result of the Breach, on or about August 7, 2019, Creditor filed a Complaint - Breach of Promissory Note in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Since such filing, the Company and Creditor have entered into a Settlement Agreement and Stipulation, pursuant to which the Company has agreed to issue the Creditor 1,000,000 shares of its common stock under 3(a)(10) of the Securities Act of 1933 in settlement for all claims. The settlement was approved by the court on August 27, 2019. The shares were issued on September 6, 2019.

 

     21
 

 

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained herein involve risks and uncertainties, including statements as to:

 

  ● our future operating results;
  ● our business prospects;
  ● our contractual arrangements and relationships with third parties;
  ● the dependence of our future success on the general economy;
  ● our possible financings; and
  ● the adequacy of our cash resources and working capital.

 

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this report. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto, included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this report, particularly in the “Risk Factors” section.

 

Critical Accounting Policies and Estimates.

 

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

 

Business of Registrant

 

EVIO, Inc., a Colorado corporation and its subsidiaries provide analytical testing and advisory services to the emerging legalized cannabis industry. EVIO, Inc. was originally incorporated in the State of New York, December 12, 1977 under the name 3171 Holding Corporation. On February 22, 1979, the name was changed to Electronomic Industries Corp. and on February 23, 1983 the name was changed to Quantech Electronics Corp. The Company was reincorporated in the State of Colorado on December 15, 2003. On August 29, 2014, the Company completed a reverse merger with Signal Bay Research, Inc., a Nevada Corporation, and assumed its operations. In September 2014, the Company changed its name from Quantech Electronics Corp. to Signal Bay, Inc. then to EVIO, INC. in August 2017. The Company has selected September 30 as its fiscal year end. The Company is domiciled in the State of Colorado, and its corporate headquarters are located in Henderson, Nevada.

 

As a part of and prior to the consummation of the reverse merger, William Waldrop and Lori Glauser, principals of Signal Bay Research, Inc., purchased 80% of the issued and outstanding common stock from WB Partners. The merger between the Company and Signal Bay Research was finalized and closed contemporaneously with the share purchase. As part of this share purchase, Mr. Waldrop and Ms. Glauser became the officers and directors of the Company. Immediately after the reverse, WB Partners owned less than 5% of the common stock. The company filed a Form 10-12G on November 25, 2014 and was determined to be a shell company by the SEC as per the Form 10-12G/A which went effective on January 24, 2015. On January 29, 2015, the company filed an 8-K stating it entered into a material agreement and was no longer a shell company.

 

     22
 

 

On September 17, 2015, EVIO entered into a share exchange agreement with CR Labs, Inc., an Oregon Corporation, pursuant to which the Company acquired 80% of the outstanding common stock of CR Labs, Inc. CR Labs, Inc. ceased operations in December, 2018 and operations were consolidated into Greenhaus Analytical Labs at its new location in Tigard, OR.

 

EVIO Labs Oregon, Inc. was formed on April 4, 2016 to become the holding company for Oregon laboratory operations.

 

EVIO Labs Eugene was formed on May 23, 2016, as a wholly owned subsidiary of EVIO Inc. Subsequently on May 24, 2016, EVIO Labs Eugene acquired all of the assets of Oregon Analytical Services, LLC, inclusive of client lists, equipment, trade names and personnel. EVIO Labs Eugene ceased operations in December, 2018 and operations were consolidated into Greenhaus Analytical Labs at its new location in Tigard, OR.

 

On June 1, 2016, EVIO Inc. entered into a share purchase agreement to purchase 80% of the outstanding common stock of Smith Scientific Industries, Inc. in Medford, OR.

 

On October 19, 2016, the Company entered into a Membership Interest Purchase Agreement to purchase 100% of the ownership of Greenhaus Analytical Labs, LLC.

 

On August 1, 2017, the Company entered into a Membership Interest Purchase Agreement with Viridis Analytics MA, LLC.

 

On December 29, 2017, the Company entered into a Membership Purchase Agreement to purchase 60% of the outstanding shares of C3 Labs, LLC on January 1, 2018. In August 2018, the company exercised its option to increase its ownership to 90%.

 

On April 29, 2018, the Company entered into an Asset Purchase Agreement with Leaf Detective, LLC which was closed on the same date.

 

On May 2, 2018, the Company entered into a Stock Purchase Agreement with Keystone, Labs, Inc. to purchase 50% of the outstanding shares of Keystone Labs.

 

On June 27, 2018, Greenhaus Analytical Labs, LLC, a wholly owned subsidiary of EVIO, Inc., entered into an Asset Purchase Agreement with MRX Labs LLC which completed on July 5, 2018.

 

The active subsidiaries of EVIO, Inc. are as follows:

 

Trade Name (dba)   Company Name   State of
Incorporation 		  Ownership %     Acquisition Month  
EVIO Labs Medford   Smith Scientific Industries, LLC   Oregon     80 %   June 2016  
EVIO Labs Portland   Greenhaus Analytical Labs   Oregon     100 %   October 2016  
EVIO Labs MA   Viridis Analytics   Massachusetts     100 %   August 2017  
EVIO Labs Berkeley   C3 Labs, LLC   California     60 %   January 2018  
Keystone Labs   Keystone Labs, Inc.   Ontario, Canada     50 %   May 2018  
EVIO Labs Humboldt   Leaf Detective, LLC   California     100 %   April 2018  

 

In addition to the wholly owned subsidiaries, the Company has entered into license agreements with independent testing laboratories in Florida and Colorado. Under the terms of the agreements, the independent laboratories are granted non-transferable and non-exclusive rights to use the Company’s trademarks and trade name.

 

RESULTS OF OPERATIONS

 

Three Months Ended March 31, 2019 compared to Three Months Ended March 31, 2018

 

Revenues and Costs of Revenues

 

    Three Months Ended March 31           Percentage of Revenue  
    2019     2018     Change     2019     2018  
Testing services   $ 735,179     $ 689,011     $ 46,168       100 %     94 %
Consulting services     -       43,300       (43,300 )     0 %     6 %
Total revenue     735,179       732,311       2,868       100 %     100 %
                                         
Cost of revenue                                        
Testing services   $ 835,186     $ 664,182     $ 171,004       114 %     91 %
Consulting services     -       78,500       (78,500 )     0 %     11 %
Depreciation     321,856       55,706       266,150       44 %     8 %
Total cost of revenue     1,157,042       798,388       358,654       157 %     109 %
                                         
Gross margin   $ (421,863 )   $ (66,077 )   $ (355,786 )     -10 %     -9 %

 

     23
 

 

Revenues

 

For the three months ended March 31, 2019, we generated revenues of $735,179 compared to $732,311 for the three months ended March 31, 2018 an increase of $2,869 or 0.4%. The increase was due to increase in testing revenues, offset by a decrease in consulting revenue of $43,300.

 

Gross Profit

 

For the three months ended March 31, 2019, gross profit was ($421,863) compared to $(66,077) for the three months ended March 31, 2018 a decrease of 355,786. The decrease was primarily attributed to increase in operating costs in California including costs to implement and validate new analytical methods to meet the needs of California’s pesticide, heavy metals, and microbial testing regulations. Additional costs were incurred related to the relocation of the Massachusetts laboratory.

 

Operating Expenses

 

    Three months ending
March 31 		                   
    2019     2018     Change     Percent of Revenue  
Selling, general and administrative   $ 1,223,662       2,213,094     $ (989,432 )     166 %     302 %
Depreciation and amortization     57,116       83,769       (26,653 )     8 %     11 %
Total Operating Expenses   $ 1,280,778     $ 2,296,863     $ (1,016,085 )     174 %     313 %

 

For the three months ended March 31, 2019, Total Operating Expenses were $1,280,778 compared to $2,296,863 for the three months ended March 31, 2018, a decrease of $1,016,085. A majority of the decrease was attributed to a reduction in stock-based compensation associated with the previous capital raise in the quarter ending March 31, 2018.

 

Operating Income (Loss)

 

For the three months ended March 31, 2019, loss from operations was $1,702,641, compared to $2,362,940 for the three months ended March 31, 2018 a decrease of $660,299 or 28%. The decrease in operating loss was attributed to a reduction in administrative expenses off-set by an increase in cost of goods sold.

 

Other Income (Expense)

 

    Three months ending
March 31 		                   
    2019     2018     Change     Percent of Revenue  
Interest expense, net of interest income   $ (692,419 )     (1,102,537 )   $ 410,118       -94 %     -150 %
Other income (expense)     (33,422 )     -       (33,422 )     -5 %     -  
Gain (loss) on change in fair market value of derivative liabilities     (1,409,305 )     1,780,769       (3,190,074 )     -191 %     243 %
Total other income (expense)   $ (2,135,146 )   $ 678,232     $ (2,813,378 )     -290 %     93 %

 

For the three months ended March 31, 2019, the net expense from other income (expense) was $2,135,146, compared to a gain $678,232 for the three months ended March 31, 2018. The increase in net expense of $2,813,378, was a result of an increase in the loss on fair market value of derivative liabilities, offset by a decrease in interest expense.

 

     24
 

 

Net Loss

 

    Three months ending
March 31 		                   
    2019     2018     Change     Percent of Revenue  
Net income (loss)     (3,837,787 )     (1,684,708 )     (2,153,079 )     -522 %     -230 %
Provision for income taxes (benefit)     613               613       0.1 %     0 %
Net income (loss) attributable to noncontrolling interest     18,439       (4,906 )     23,345       2.5 %     -1 %
Net income (loss) attributable to EVIO, Inc. shareholders   $ (3,856,839 )   $ (1,679,802 )   $ (2,177,037 )     -525 %     -229 %

 

Net loss during the three months ended March 31, 2019 was $3,838,400 compared to $1,684,708 during the three months ended March 31, 2018. The increase in net loss is the result of a decrease in gross margin and increases in change in fair market value of derivative liabilities, off-set by a reduction in operating expenses.

 

Six Months Ended March 31, 2019 compared to Six Months Ended March 31, 2018

 

Revenues

 

Revenues and Costs of Revenues

 

    Six Months Ended March 31           Percentage of Revenue  
    2019     2018     Change     2019     2018  
Testing services   $ 1,922,417     $ 1,576,360     $ 346,057       100 %     94 %
Consulting services     -       102,816       (102,816 )     0 %     6 %
Total revenue     1,922,417       1,679,176       243,241       100 %     100 %
                                         
Cost of revenue                                        
Testing services   $ 1,849,166     $ 1,360,840     $ 488,326       96 %     81 %
Consulting services     -       88,992       (88,992 )     0 %     5 %
Depreciation     612,304       84,819       527,485       32 %     5 %
Total cost of revenue     2,461,470       1,534,651       926,819       128 %     91 %
                                         
Gross margin (loss)   $ (539,053 )   $ 144,525     $ (683,578 )     -28 %     -9 %

 

For the six months ended March 31, 2019, EVIO generated revenues of $1,922,417 compared to $1,679,176 for the six months ended March 31, 2018 an increase of $243,241, or 14%. The increase was due to increase in testing revenues, primarily in California, offset by a decrease in consulting revenue of $102,816.

 

Gross Profit

 

For the six months ended March 31, 2019, gross loss was $539,053 compared to gross profit of $144,525 for the six months ended March 31, 2018 a decrease of $683,577. The decrease was primarily attributed to increase in operating costs in California including costs to implement and validate new methods to meet the needs of California’s pesticide, heavy metals, and microbial testing regulations. Additional costs were incurred related to the relocation of the Massachusetts laboratory.

 

Operating Expenses

 

    Six months ending
March 31 		                   
    2019     2018     Change     Percent of Revenue  
Selling, general and administrative   $ 2,720,302       3,033,369     $ (313,067 )     142 %     181 %
Depreciation and amortization     115,982       141,156       (25,174 )     6 %     8 %
Total Operating Expenses   $ 2,836,284     $ 3,174,525     $ (338,241 )     148 %     189 %

 

For the six months ended March 31, 2019, Total Operating Expenses was $2,720,302 compared to $3,033,369 for the six months ended March 31, 2018 a decrease of $313,067. The reduction in loss is primarily due a reduction in administrative expenses, specifically a reduction in stock-based compensation for services.

 

Operating Income (Loss)

 

For the six months ended March 31, 2019, loss from operations was $3,375,337, compared to $3,030,000 for the six months ended March 31, 2018 an increase of $345,337. The increase in operating loss was primarily due to increased cost associated with California operations.

 

     25
 

 

Other Income (Expense)

 

    Six months ending
March 31 		                   
    2019     2018     Change     Percent of Revenue  
Interest expense, net of interest income   $ (2,457,297 )     (1,387,188 )   $ (1,070,109 )     -128 %     -83 %
Other income (expense)     (97,517 )     -       (97,519 )     -5 %     -  
Gain (loss) on settlement of debt             (56,093 )     56,093               -3.3 %
Gain (loss) on change in fair market value of derivative liabilities     (556,647 )     1,794,091       (2,350,738 )     -29 %     107 %
Total other income (expense)   $ (3,111,461 )   $ 350,810     $ (3,462,271 )     -162 %     21 %

 

For the six months ended March 31, 2019, the net expense from other income (expense) was $3,111,461, compared to a gain $350,810 for the six months ended March 31, 2018. The increase in net expense of $3,462,271, was primarily due to an increase in the loss on fair market value of derivatives and increase in interest expense.

 

Net Loss

 

    Six months ending
March 31 		                   
    2019     2018     Change     Percent of Revenue  
Net income (loss)     (6,489,767 )     (2,679,190 )     (2,350,738 )     -338 %     -160 %
Provision for income taxes (benefit)     2,969               2,969       0.2 %     0 %
Net income (loss) attributable to noncontrolling interest     (161,383 )     (12,796 )     (148,586 )     -8 %     -1 %
Net income (loss) attributable to EVIO, Inc. shareholders   $ (6,328,384 )   $ (2,666,394 )   $ (3,661,990 )     -329 %     -159 %

 

Net loss during the six months ended March 31, 2019 was $6,489,767 compared to $2,679,190 during the six months ended March 31, 2018. The increase in net loss is the result of a decrease in gross margin, increase in interest expense, increased operating expenses, and increase in the loss on fair market value of derivative liabilities.

 

Liquidity and Capital Resources

 

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the six month periods ended March 31, 2019 and 2018:

 

    2019     2018  
Operating Activities   $ (1,078,049 )   $ (2,148,643 )
Investing Activities     (580,075 )     (791,020 )
Financing Activities     1,631,419       5,839,897  
Effect of exchange rates on cash and cash equivalents     (7,769 )        
Net increase (decrease) in cash   $ (34,474 )   $ 2,900,234  

 

Operating Activities

 

During the six months ended March 31, 2019, the Company used $1,078,049 in operating activities which consisted of a net loss of $6,489,767, non-cash losses of $3,965,148 and changes in working capital of $1,446,570.

 

During the six months ended March 31, 2018, the Company used $2,148,643 in operating activities which consisted of a net loss of $2,679,190, non-cash losses of $1,179,338 and changes in working capital of ($648,791).

 

Investing Activities

 

During the six months ended March 31, 2019, the Company used $580,075 in investing activities, all of which related to the purchase of equipment.

 

During the six months ended March 31, 2018, the Company used $791,020 in investing activities which consisted of 571,501 of cash used to purchase equipment, $39,987 of notes receivable, $200,000 of related party notes receivable and $20,468 of cash acquired in acquisitions.

 

     26
 

 

Financing Activities

 

During the six months ended March 31, 2019, the Company used $1,631,419 in financing activities. The Company received $414,183 from the issuance of convertible debentures, $971,014 from the issuance of convertible notes, $199,040 from related party advances, $186,000 from the sale of common stock, made repayments of $93,050 on capital leases, repayments of $18,617 on loans payable and $27,151 on related party loans payable.

 

During the six months ended March 31, 2018, the Company used $5,839,897 in financing activities. The Company received $6,136,120 from the issuance of convertible debentures, $508,000 from the sale of common stock, made repayments of $22,347 on capital leases, repayments of $605,348 on loans payable and $176,528 on related party loans payable.

 

Dividends

 

The Company has never declared dividends.

 

Critical Accounting Policies and Estimates.

 

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

 

While our significant accounting policies are more fully described in notes to our consolidated financial statements appearing elsewhere in this Form 10-Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.

 

Revenue Recognition

 

In 2018 the Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 

● Step 1: Identify the contract with the customer
● Step 2: Identify the performance obligations in the contract
● Step 3: Determine the transaction price
● Step 4: Allocate the transaction price to the performance obligations in the contract
● Step 5: Recognize revenue when the company satisfies a performance obligation

 

In 2017 the Company’s policy was that revenues and gains will be recognized in accordance with ASC Topic 605102, “Revenue Recognition.” Under ASC Topic 6051025, revenue earning activities are recognized upon the sale and delivery of its products and services.

 

The Company generates revenue from consulting services, licensing agreements and testing of cannabis and cannabis products for both medicinal and recreational consumption.

 

The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

 

The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The Company’s services included in its contracts are distinct from one another.

 

The Company determines the transaction price for each contract based on the consideration it expects to receive for the distinct services being provided under the contract.

 

The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the goods or services provided. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the product or service.

 

     27
 

 

The Company recognizes revenue from testing services upon delivery of its testing results to the client. Customer orders for testing services are generally completed within two weeks of receiving the order.

 

Consulting engagements may vary in length and scope, but will generally include the review and/or preparation of regulatory filings, business plans and financial models to customers within the same industry. Revenue from consulting services is recognized upon completion of deliverables as outlined in the consulting agreement.

 

The Company recognizes revenue from right of use license agreements upon transfer of control of the functional intellectual property. In certain licensing agreements, the Company may receive royalty revenues based upon performance metrics which are recognized as earned over time.

 

Stock Based Compensation

 

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the cost of stock based Compensation arrangements based on the grant date fair value and recognizes the cost in the financial statements over the period during which employees are required to provide services. Stock based compensation arrangements may include stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee stock purchase plans.

 

The Company utilizes the Black Scholes option pricing model, which was developed for use in estimating the fair value of options. Option pricing models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility of the Company’s stock price over a period equal to or greater than the expected life of the options.

 

Equity instruments issued to nonemployees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non Employees (“ASC 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the nonemployee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505.

 

Accounting and Audit Plan

 

In the next twelve months, we anticipate spending approximately $150,000 - $180,000 to pay for our accounting and audit requirements.

 

Our Website.

 

Our website can be found at www.eviolabs.com.

 

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company, as a smaller reporting company, as defined by Rule 229.10(f)(1), is not required to provide the information required by this Item.

 

ITEM 4 – CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures

 

Our principal executive and principal financial officers have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

 

Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report for the reasons disclosed in our annual report on Form 10-K.

 

This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Rule 308(b) of Regulation S-K, which permits the Company to provide only management’s report in this Quarterly Report.

 

     28
 

 

(b) Changes in Internal Control over Financial Reporting

 

There were no changes in Internal Controls over Financial Reporting during the six months ended March 31, 2019. Upon hiring additional financial staff, EVIO will prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity transactions, and prepare, review and submit SEC filings in a timely manner.

 

PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On May 9, 2019, Stephanie Head, a former part-time lab administrator for EVIO Labs Eugene, LLC, filed a wrongful termination lawsuit with the US District Court - District of Oregon, Eugene Division, Case No. 6:19-CV-00681, against EVIO Labs Eugene, LLC, EVIO, Inc. and Lori Glauser. This case is still in process.

 

On August 29, 2018, the Company issued FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC (“Creditor”) a Promissory Note in the original principal amount of $220,000.00 (the “Note”). The Company failed to timely pay certain sums under the Note and, as a result of the Breach, on or about August 7, 2019, Creditor filed a Complaint - Breach of Promissory Note in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Since such filing, the Company and Creditor have entered into a Settlement Agreement and Stipulation, pursuant to which the Company has agreed to issue the Creditor 1,000,000 shares of its common stock under 3(a)(10) of the Securities Act of 1933 in settlement for all claims. The settlement was approved by the court on August 27, 2019. The shares were issued on September 6, 2019.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

The above statement notwithstanding, shareholders and prospective investors should be aware that certain risks exist with respect to the Company and its business, including those risk factors contained in our most recent Registration Statements on Form S-1 and Form 10, as amended. These risks include, among others: limited assets, lack of significant revenues and only losses since inception, industry risks, dependence on third party manufacturers/suppliers and the need for additional capital. The Company’s management is aware of these risks and has established the minimum controls and procedures to ensure adequate risk assessment and execution to reduce loss exposure.

 

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

There was no other information during the quarter ended March 31, 2019, which was not previously disclosed in our filings during that period.

 

     29
 

 

ITEM 6. EXHIBITS

 

31.1   Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2   Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1   Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
32.2   Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
101.DEF   XBRL Taxonomy Extension Definition Linkbase
101.LAB   XBRL Taxonomy Extension Label Linkbase
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

     30
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on October 18, 2019.

 

  EVIO, INC.
     
  By: /s/ William Waldrop
    William Waldrop
    Chief Executive Officer

 

  By: /s/ Paul Wright
    Paul Wright
    Acting Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on October 18, 2019.

 

  By: /s/ William Waldrop
    William Waldrop
    Director & Principal Executive Officer
     
  By: /s/ Lori Glauser
    Lori Glauser
    Director
     
  By: /s/ Anthony Smith
    Anthony Smith
    Director

 

     31
 

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