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Blow Drive Interlock Corp (BDIC) SEC Filing 10-Q Quarterly report for the period ending Saturday, June 30, 2018

Blow Drive Interlock Corp

CIK: 1586495 Ticker: BDIC
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2018
Jun. 28, 2019
Document And Entity Information  
Entity Registrant NameBlow & Drive Interlock Corp 
Entity Central Index Key0001586495 
Document Type10-Q 
Document Period End DateJun. 30, 2018 
Amendment Flagfalse 
Current Fiscal Year End Date--12-31 
Entity Current Reporting StatusNo 
Entity Interactive Data CurrentYes 
Entity Filer CategoryNon-accelerated Filer 
Entity Small Business Flagtrue 
Entity Emerging Growth Companyfalse 
Entity Ex Transition Periodfalse 
Entity Shell Companyfalse 
Entity Common Stock, Shares Outstanding 31,350,683
Document Fiscal Period FocusQ2 
Document Fiscal Year Focus2018 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended June 30, 2018

 

[  ] 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: 000-55053

 

Blow & Drive Interlock Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   46-3590850
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

1427 S. Robertson Blvd.
Los Angeles, CA
  90035
(Address of principal executive offices)   (Zip Code)

 

(877) 238-4492

Registrant’s telephone number, including area code

 

 

(Former address, if changed since last report)

 

 

(Former fiscal year, if changed since last report)

 

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 [   ] No [X]

 

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer [  ]   Accelerated filer [  ]
       
  Non-accelerated filer [  ]   Smaller reporting company [X]
(Do not check if a smaller reporting company)    
     
      Emerging growth company [  ]

 

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].

 

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

 

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

 

Applicable only to corporate issuers:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of June 28, 2019, there were 31,350,683 shares of common stock, $0.0001 par value, issued and outstanding.

 

 

 

 
 

 

CAUTIONARY STATEMENT

 

All statements included or incorporated by reference in this Quarterly Report on Form 10-Q (this “Form 10-Q”), other than statements or characterizations of historical fact, are “forward-looking statements” within the meaning of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). Examples of forward-looking statements include, but are not limited to, statements concerning projected sales, costs, expenses and gross margins; our accounting estimates, assumptions and judgments; the prospective demand for our products; the projected growth in our industry; the competitive nature of and anticipated growth in our industry; and our prospective needs for, and the availability of, additional capital. These forward-looking statements are based on our current expectations, estimates, approximations and projections about our industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by such words as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions and variations or negatives of these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors, some of which are set forth in the “Risk Factors” section of our Report on Form 10-K for the year ended December 31, 2017, filed on June 7, 2019, and this Report, which could cause our financial results, including our net income or loss or growth in net income or loss to differ materially from prior results, which in turn could, among other things, cause the price of our common stock to fluctuate substantially. These forward-looking statements speak only as of the date of this report. We undertake no obligation to revise or update publicly any forward-looking statement for any reason, except as otherwise required by law.

 

1

 

 

BLOW & DRIVE INTERLOCK CORPORATION

 

TABLE OF CONTENTS

 

 

PART I – FINANCIAL INFORMATION 3
     
ITEM 1 Financial Statements 3
     
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 37
     
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 46
     
ITEM 4 Controls and Procedures 47
     
PART II – OTHER INFORMATION 48
     
ITEM 1 Legal Proceedings 48
     
ITEM 1A Risk Factors 48
     
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds 48
     
ITEM 3 Defaults Upon Senior Securities 49
     
ITEM 4 Mine Safety Disclosures 49
     
ITEM 5 Other Information 49
     
ITEM 6 Exhibits 50

 

2

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1 Financial Statements

 

The consolidated balance sheets as of June 30, 2018 (unaudited) and December 31, 2017 (restated), the consolidated statements of operations for the three and six months ended June 30, 2018 and 2017 (restated), the consolidated statement of stockholders equity (deficit) for the three months ended June 30, 2018, and the consolidated statements of cash flows for the six months ending June 30, 2018 and 2017 (restated), follow. The unaudited interim condensed financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.

 

3

 

 

BLOW & DRIVE INTERLOCK CORPORATION

CONSOLIDATED BALANCE SHEETS

 

  

June 30, 2018

   December 31, 2017 
   (unaudited)     
ASSETS          
           
Current Assets          
Cash  $281,364   $31,874 
Accounts receivable, net of allowance for doubtful accounts of $0 and $26,541 at June 30, 2018 and December 31, 2017, respectively   -    28,916 
Prepaid Expenses   1,149    2,655 
Total current assets   282,513    63,445 
           
Deposits   5,131    5,131 
           
Total assets  $287,644   $68,576 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities          
Accounts payable  $10,444   $39,695 
Accrued expenses   24,482    15,685 
Accrued royalty payable   240,859    179,993 
Accrued interest   90,021    35,460 
Income taxes payable   5,930    5,930 
Deferred revenue   127,702    184,378 
Derivative liability   23,380    12,302 
Notes payable, net of debt discount of $7,548 and $18,729 at June 30, 2018 and December 31, 2017, respectively   70,895    60,006 
Notes payable – related party   280,000    45,328 
Convertible notes payable, net of debt discount of $5,124 and $0 at June 30, 2018 and December 31, 2017, respectively   2,376    6,972 
Total current liabilities   876,089    585,749 
           
Non-current Liabilities          
Notes payable, net of debt discount of $10,699 and $14,473 at June 30, 2018 and December 31, 2017, respectively   15,351    21,274 
Notes payable – related party   1,115,000    839,306 
Convertible notes payable, net of debt discount of $8,965 and $2,011 at June 30, 2018 and December 31, 2017, respectively   11,035    3,517 
Total non-current liabilities   2,017,475    864,097 
           
Total Liabilities   2,017,475    1,449,846 
           
Stockholders’ Deficit          
Preferred stock, par value $0.001, 20,000,000 shares authorized, 1,000,000 and 0 shares issued or issuable and outstanding as of June 30, 2018 and December 31, 2017, respectively   1,000    1,000 
Common stock, par value $0.0001, 100,000,000 shares authorized, 30,236,938 and 26,223,834 shares issued or issuable and outstanding as of June 30, 2018 and December 31, 2017, respectively   3,023    2,622 
Additional paid-in capital   3,387,340    2,911,753 
Accumulated deficit   (5,121,194)   (4,296,645)
Total stockholders’ deficit   (1,729,831)   (1,381,270)
           
Total liabilities and stockholders’ equity (deficit)  $287,644   $68,576 

 

The accompanying notes are an integral part of these financial statements.

 

4

 

 

BLOW & DRIVE INTERLOCK CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2018   2017 (restated)   2018   2017 (restated) 
                 
Monitoring revenues  $264,744   $204,738   $443,231   $280,058 
Distributorship revenues   16,095    109,719    39,265    201,453 
Total revenues   280,839    314,457    482,496    481,511 
                     
Monitoring cost of revenue   29,068    46,085    76,681    54,067 
Distributorship cost of revenue   -    2,500    -    6,739 
Total cost of revenue   29,068    48,585    76,681    60,806 
Gross profit   251,771    265,872    405,815    420,705 
                     
Operating expenses                    
Payroll   229,737    98,462    466,149    168,776 
Professional fees   50,963    35,771    88,055    76,902 
General and administrative   219,539    (388,747)   469,095    324,345 
Depreciation   -    88,726    -    144,142 
Total operating expenses   500,239    (165,788)   1,023,299    717,165 
                     
Income (loss) from operations   (248,468)   431,660    (617,484)   (296,460)
                     
Other income (expense)                    
Interest expense, net   (108,237)   (150,489)   (210,558)   (294,798)
Change in fair value of derivative liability   11,579    1,464    4,293    17,492 
Gain (loss) on extinguishment of debt   -    (305,000)   -    (305,000)
Total other income (expenses)   (96,658)   (454,025)   (206,265)   (582,306)
                     
Loss before provision for income taxes   (345,126)   (22,365)   (823,749)   (878,766)
                     
Provision for income taxes   800    -    800    - 
Net loss  $(345,926)  $(22,365)  $(824,549)  $(878,766)
                     
Basic and Diluted Loss Per Common Share  $(0.01)  $(0.00)  $(0.03)  $(0.04)
                     
Basic and Diluted Weighted-Average Common Shares Outstanding   29,388,261    22,260,585    28,108,346    21,525,449 

 

The accompanying notes are an integral part of these financial statements.

 

5

 

 

BLOW & DRIVE INTERLOCK CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

 

   Preferred Stock - Series A   Common Stock  

Additional

Paid-In

   Accumulated  

Total

Stockholders’

Equity

 
   Shares   Amount   Shares   Amount   Capital   Deficit   (Deficit) 
Balance December 31, 2016 (restated)   -   $-    19,575,605   $1,958   $1,594,721   $(1,587,330)  $9,349 
Shares issued for services             27,180    3    13,910    -    13,913 
Warrants issued for services                       278         278 
Shares issued for cash   -    -    5,686,656    569    848,468    -    849,037 
Shares issued related to debt   1,000,000    1,000    195,400    18    454,450         455,468 
Shares issued related to anti-dilution   -    -    739,253    74    (74)   -    - 
Other   -    -    (260)   -    -    -    - 
Net loss   -    -    -    -    -    (2,709,315)   (2,709,315)
Balance December 31, 2017   1,000,000    1,000    26,223,834    2,622    2,911,753    (4,296,645)   (1,381,270)
Shares issued for services   -    -    476,000    48    110,152    -    110,200 
Shares issued for cash   -    -    3,103,383    310    360,395    -    360,705 
Shares issued related to anti-dilution   -    -    400,909    40    (40)   -    - 
Conversion of debt to common stock   -    -    32,812    3    5,080         5,083 
Net loss   -    -    -    -    -    (824,549)   (824,549)
Balance June 30, 2018   1,000,000   $1,000    30,236,938   $3,023   $3,387,340   $(5,121,194)  $(1,729,831)

 

The accompanying notes are an integral part of these financial statements

 

6

 

 

BLOW & DRIVE INTERLOCK CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

   Six Months Ended June 30, 
   2018   2017 
       (restated) 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(824,549)  $(878,766)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   -    144,142 
Shares issued for services   110,200    13,913 
Allowance for doubtful accounts   (26,541)   - 
Loss on extinguishments of debt   -    305,000 
Increase in derivative liabilities   

(15,370

)   - 
Debt converted to common shares   5,083    - 
Amortization of debt discount   24,536    186,477 
Change in fair value of derivative liability   11,078    (17,492)
Changes in operating assets and liabilities:          
Accounts receivable   55,457    (15,320)
Prepaid expenses   1,506    (639)
Deposits   -    53,850 
Accounts payable   (29,250)   52,003 
Accrued expenses   8,795    37,944 
Accrued interest   54,561    29,240 
Income taxes payable   -    1,600 
Deferred revenue   (56,676)   43,193 
Accrued royalties payable   60,866    1,015 
Net cash used in operating activities   (620,304)   (43,840)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of property and equipment   -    (661,245)
Deposits on units   -    150,000 
Net cash used in investing activities   -    (511,245)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from issuance of common stock   360,705    416,110 
Proceeds from issuances of notes payable   21,600    195,400 
Principal payments of notes payable   (31,588)   (114,286)
Proceeds from issuance of convertible notes payable   20,000    - 
Principal payments of convertible notes payable   (5,000)   - 
Proceeds from issuance of related party notes payable   600,127    - 
Principal payments of related party note payable   (96,050)   - 
Net cash provided by financing activities   869,794    497,224 
           
NET INCREASE (DECREASE) IN CASH   249,490    (57,861)
           
CASH – beginning of period   31,874    116,309 
           
CASH – end of period  $281,364   $58,448 
           
ADDITIONAL CASH FLOW INFORMATION          
Interest paid  $91,634   $79,371 
Income taxes paid  $-   $- 

 

The accompanying notes are an integral part of these financial statements.

 

7

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

 

   Six Months Ended June 30, 
   2018   2017 
         
Common stock and warrants issued for services  $110,200   $13,913 
Preferred stock issued for debt reduction and services  $-   $350,000 

 

The accompanying notes are an integral part of these financial statements.

 

8

 

 

BLOW AND DRIVE INTERLOCK CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

Note 1 - Organization and Nature of Business

 

Blow & Drive Interlock (“the Company”) was incorporated on July 2, 2013 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company markets and rents alcohol ignition interlock devices to DUI/DWI offenders as part of their mandatory court or motor vehicle department programs. The Company has approval for its device in the following states: California, Colorado, Kansas, New York, Tennessee, Arizona, Oregon, Kentucky, Oklahoma, Pennsylvania, and Texas.

 

In 2015, the Company formed BDI Manufacturing, Inc., an Arizona corporation which is a 100% wholly owned subsidiary of Blow & Drive Interlock Corporation. The Company markets, installs and monitors a breath alcohol ignition interlock device (BAIID) called the BDI-747/1, which is a mechanism that is installed on the steering column of an automobile and into which a driver exhales. The device in turn provides a blood-alcohol concentration analysis. If the driver’s blood-alcohol content is higher than a certain pre-programmed limit, the device prevents the ignition from engaging and the automobile from starting. These devices are often required for use by DUI or DWI (“driving under the influence” or “driving while intoxicated”) offenders as part of a mandatory court or motor vehicle department program.

 

The Company licenses the rights to third party distributors to promote the BDI-747/1 and provide services related to the device. The distributorships are for specific geographical areas (either entire states or certain counties within states). The Company currently has entered into six distributorship agreements. Under the distribution agreements the Company typically receives a onetime fee, and then is entitled to receive a per unit registration fee and a per unit monthly fee for each BDI-747/1 unit the distributor has in inventory or on the road beginning thirty (30) days after the distributor receives the unit.

 

On December 31, 2018, Laurence Wainer, CEO of the Company, and The Doheny Group, a major note holder of the Company, reached an agreement in which Laurence Wainer sold 8,924,000 shares of common stock and 1,000,000 shares of preferred stock for a total of $30,000. Upon completion of the sale, David Haridim, managing member of The Doheny Group, assumed the position of CEO of Blow and Drive.

 

9

 

 

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company.

 

Consolidation

 

The accompanying consolidated financial statements include the results of operations of BDI Manufacturing (the Subsidiary). All material intercompany accounts and transactions between the Company and the Subsidiary have been eliminated in consolidation.

 

Going Concern

 

The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles 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. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of June 30, 2018, the Company had an accumulated deficit of $5,121,194. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to raise funds through the sale of its equity securities or issuance of notes payable to obtain additional operating capital. The Company is dependent upon its ability to, and will continue to attempt to, secure additional equity and/or debt financing until the Company can earn revenue and realize positive cash flow from its operations. There are no assurances that the Company will be successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be unlikely that the Company will continue as a going concern.

 

Based on the Company’s current rate of cash outflows, cash on hand and proceeds from the prior sale of equity securities and issuance of notes payable, management believes that its current cash will not be sufficient to meet the anticipated cash needs for working capital for the next 12 months. The Company’s plans with respect to its liquidity issues include, but are not limited to, the following:

 

  1) Continue to issue restricted stock for compensation due to consultants and for its legacy accounts payable in lieu of cash payments; and
     
  2) Seek additional capital to continue its operations as it rolls out its current products. The Company is currently evaluating additional debt or equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction or consummate a transaction at favorable pricing.

 

10

 

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and achieve profitable operations. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

 

Restatements

 

The Company has restated its June 30, 2017 financial statements. The original June 30, 2017 financial statements erroneously recognized the entire upfront fees from two of its independent distributors in revenue at the time the Company delivered the exclusive license to the distributors rather than over the term of the agreements (5 years). To correct that error, the Company has shown the portion of the upfront fees attributable to that period only.

 

Reclassifications

 

Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company recognizes revenue when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with FASB ASC Topic 605-10-S99, Revenue Recognition, Overall, SEC Materials (“Section 605-10-S74”). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. Cost of revenue consists of the cost of the purchased goods and labor related to the corresponding sales transaction. When a right of return exists, the Company defers revenues until the right of return expires. The Company recognizes revenue from services at the time the services are completed. Monthly per unit fee revenue is earned and recognized over the term of the contract as support services are provided. Revenues from territory exclusivity are earned when there is persuasive evidence of an arrangement, delivery has occurred, the sales price has been determined and collectability has been reasonably assured.

 

11

 

 

Deferred revenue

 

Deferred revenue consists of customer orders paid in advance of the delivery of the order. Deferred revenue is classified as short-term as the typical order ships within approximately three weeks of placing the order. Deferred revenue is recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met.

 

Advertising and Marketing Costs

 

Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were $61,915 and $65,336 for the six months ended June 30, 2018 and 2017, respectively

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company’s accounts receivable primarily consist of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of June 30, 2018 and December 31, 2017 is adequate, but actual write-offs could exceed the recorded allowance.

 

Royalty Accrual

 

The Company entered into royalty agreement to be paid out in perpetuity based on number of units sold for specified product model in years 2018, 2017 and 2016 in connection with notes payable as discussed in Note 12. These estimates were performed at the inception for the notes to reflect the associated debt discount. The Company accruals royalties and is reduced by payments.

 

Derivative Liability

 

The Company applies the provisions of ASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC Topic 815-40”), under which convertible instruments, which contain terms that protect holders from declines in the stock price, may not be exempt from derivative accounting treatment. As a result, embedded conversion options (whose exercise price is not fixed and determinable) in convertible debt (which is not conventionally convertible due to the exercise price not being fixed and determinable) are initially recorded as a liability and are revalued at fair value at each reporting date using the Black Sholes Model. The Company revalues these derivatives each quarter using the Black Sholes Model. The change in valuation is accounted for as a gain or loss in derivative liability.

 

12

 

 

Convertible Debt and Warrants Issued with Convertible Debt

 

Convertible debt is accounted for under the guidelines established by ASC 470, Debt with Conversion and Other Options and ASC 740, Beneficial Conversion Features. The Company records a beneficial conversion feature (“BCF”) when convertible debt is issued with conversion features at fixed or adjustable rates that are below market value when issued. If, however, the conversion feature is dependent upon a condition being met or the occurrence of a specific event, the BCF will be recorded when the related contingency is met or occurs. The BCF for the convertible instrument is recorded as a reduction, or discount, to the carrying amount of the convertible instrument equal to the fair value of the conversion feature. The discount is then amortized to interest over the life of the underlying debt using the effective interest method.

 

The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718, Compensation – Stock Compensation, except that the contractual life of the warrant is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense.

 

For modifications of convertible debt, the Company records a modification that changes the fair value of an embedded conversion feature, including a BCF, as a debt discount which is then amortized to interest expense over the remaining life of the debt. If modification is considered substantial (i.e. greater than 10% of the carrying value of the debt), an extinguishment of debt is deemed to have occurred, resulting in the recognition of an extinguishment gain or loss.

 

Fair Value of Financial Instruments

 

The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

 

Level 1. Observable inputs such as quoted prices in active markets;

 

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

13

 

 

The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10:

 

   Fair Value Measurements Using 
   Level 1   Level 2   Level 3 
Balance December 31, 2017  $     -   $12,302   $     - 
Additions to fair value of derivative liability   -    15,370    - 
Change in fair value of derivative liability   -    (4,292)   - 
Balance June 30, 2018 (unaudited)  $-   $23,380   $- 

 

Net Income (Loss) Per Share

 

Basic earnings per share is calculated by dividing income available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during the period.

 

Stock Based Compensation

 

The Company recognizes stock-based compensation in accordance with FASB ASC Topic 718 Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an employee stock purchase plan based on the estimated fair values.

 

For non-employee stock-based compensation, the Company applies FASB ASC Topic 505 Equity-Based Payments to Non-Employees, which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with FASB ASC Topic 718.

 

Related Parties

 

Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company.

 

Concentrations

 

All of the Company’s ignition interlock devices are purchased from one supplier in China. The loss of this supplier could have a material impact on the Company’s ability to timely obtain additional units.

 

14

 

 

For the six months ended June 30, 2018, one distributor, licensed in four states, makes up approximately 83% percent of all revenues from distributors at June 30, 2018. The loss of this distributer would have a material impact on the Company’s revenues. Per an agreement dated January 21, 2018 that memorialized a September 30, 2017 oral agreement, the Company and its largest distributor cancelled their distributorship agreement dated September 5, 2015. See Note 18 below.

 

Income Taxes

 

The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

 

The Company also follows ASC 740-10-25, which provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with ASC Topic 740, “Accounting for Income Taxes”. ASC 740-10-25 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 

Derivative Liabilities

 

The Company assessed the classification of its derivative financial instruments as of June 30, 2018, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815.

 

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as defined.

 

15

 

 

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.

 

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability.

 

Recently Issued Accounting Pronouncements

 

In March 2018 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-05, Income Taxes (Topic 740). The Tax Cut and Jobs Act of 2017 changes existing tax law and includes numerous provisions that will affect businesses. This guidance addresses the recognition of taxes payable or refundable for the current year and the recognition of deferred tax liabilities and deferred tax assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. The Company does not believe that this guidance will have an impact as the Company has been in a loss position and has not recognized federal taxes payable or refundable or deferred tax liabilities or deferred tax assets.

 

In November 2017, the FASB issued ASU No. 2017-14, Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606). The ASU modified Topic 220 such that an operating-differential subsidy must be set forth as a separate line item in the statement of comprehensive income either under a revenue caption presented separately from revenue from contracts with customers accounted for under ASC Topic 606 or as credit in the costs and expenses section. The ASU essentially deleted Topic 605 and noted that it was superseded by Topic 606. The ASU modified Topic 606 for vaccine manufacturers to recognize revenue when vaccines are placed into Federal Governmental stockpile programs because control of the enumerated vaccines will have been transferred to the customer and the criteria to recognize revenue in a bill-and-hold arrangement under ASC Topic 606 will have been met. The Company is currently evaluating the impact of adopting this guidance.

 

In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition, Revenue from Contracts with Customers, Leases. The ASU adds SEC paragraphs to the new revenue and leases sections of the Accounting Standards Codification (ASC or Codification) on the announcement the SEC Observer made at the 20 July 2017 EITF meeting. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. This would include entities whose financial statements are included in another entity’s SEC filing because they are significant acquirees under Rule 3-05 of Regulation S-X, significant equity method investees under Rule 3-09 of Regulation S-X and equity method investees whose summarized financial information is included in a registrant’s financial statement notes under Rule 4-08(g) of Regulation S-X. The Company is currently evaluating the impact of adopting this guidance.

 

16

 

 

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share; Distinguishing Liabilities from Equity; Derivatives and Hedging; Accounting for Certain Financial Instruments with Down Round Features; Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. An entity will no longer have to consider “down round” features (i.e., a provision in an equity-linked financial instrument or an embedded feature that reduces the exercise price if the entity sells stock for a lower price or issues an equity-linked instrument with a lower exercise price) when determining whether certain equity-linked financial instruments or embedded features are indexed to its own stock. An entity that presents earnings per share (EPS) under ASC 260 will recognize the effect of a down round feature in a freestanding equity-classified financial instrument only when it is triggered. The effect of triggering such a feature will be recognized as a dividend and a reduction to income available to common shareholders in basic EPS. The new guidance will require new disclosures for financial instruments with down round features and other terms that change conversion or exercise prices. The ASU also replaces today’s indefinite deferral of the guidance in ASC 480-10 for certain mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests with a scope exception. This change does not require any transition guidance because it does not have an accounting effect. The Company is currently evaluating the impact of adopting this guidance.

 

In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory. The ASU eliminates the deferral of the tax effects of intra-entity asset transfers other than inventory. As a result, the tax expense from the intercompany sale of assets, other than inventory, and associated changes to deferred taxes will be recognized when the sale occurs even though the pre-tax effects of the transaction have not been recognized. The effect of the adoption of the standard will depend on the nature and amount of any future transactions.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows; Classification of Certain Cash Receipts and Cash Payments. The new standard addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The eight issues are: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned insurance policies; distribution received from equity method investees; beneficial interests in securitization transactions; separately identifiable cash flows and application of the predominance principle. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within fiscal periods beginning after December 15, 2019. The Company is currently evaluating the impact of adopting this guidance.

 

17

 

 

 

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers. The new standard clarifies the implementation guidance on principal versus agent considerations in Topic 606, Revenue from Contracts with Customers. Topic 606 addresses that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. When an entity is a principal (that is, if it controls the specific good or service before that good or service is transferred to a customer) and satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specific good or service transferred to the customer. When an entity is an agent and satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specific good or service to be provided by the other party. The new standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the impact of adopting this guidance.

 

In February 2016, the FASB issued ASU No. 2016-2, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for leases for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of adopting this guidance.

 

Note 3 - Restatements

 

Below are the restated June 30, 2017 financial statements. The original June 30, 2017 financial statements erroneously recognized the entire upfront fees from two of its independent distributors in revenue at the time the Company delivered the exclusive license to the distributors rather than over the term of the agreements (5 years). To correct that error, the Company has shown the portion of the upfront fees attributable to that period only.

 

Blow & Drive Interlock Corporation

Consolidated Balance Sheet

 

   June 30, 2017
as filed
   Restatement adjustment   Restated
June 30, 2017
 
             
Assets               
Current Assets               
Cash  $58,448        $58,448 
Accounts receivable, net   66,561         66,561 
Prepaid Expenses   3,000         3,000 
Inventories   10,650         10,650 
Total Current Assets   138,659    -    138,659 
Other Assets               
Deposits   52,404         52,404 
Furniture and equipment   873,449         873,449 
Total Assets  $1,064,512   $-   $1,064,512 
                
Liabilities and Stockholders’ Deficit               
Current Liabilities               
Accounts payable  $80,253        $80,253 
Accrued expenses   105,301         105,301 
Accrued interest   39,350         39,350 
Income taxes payable   7,300         7,300 
Deferred revenue   155,524    50,000    205,524 
Derivative liability   56,064         56,064 
                
Notes payable, net of debt discount of $36,638   114,902         114,902 
                
Convertible notes payable, net of debt discount of $9,394   48,106         48,106 
                
Royalty notes payable, net of debt discount of $48,608   1,376         1,376 
Total Current Liabilities   608,176    50,000    658,176 
Long term liabilities               
                
Notes payable, net of debt discount of $51,583   168,377         168,377 
                
Royalty notes payable, net of debt discount of $398,348   118,652         118,652 
Accrued royalties payable   122,982         122,982 
Total Liabilities   1,018,187    50,000    1,068,187 
                
Stockholders’ Equity (Deficit)               
Preferred stock, $0.001 par value, 20,000,000 shares authorized, none outstanding   -         - 
Common stock, $0.001 par value, 100,000,000 shares authorized, 15,006,750 shares issued or issuable   2,247         2,247 
Additional paid-in capital   2,459,174         2,459,174 
Accumulated deficit   (2,416,096)   (50,000)   (2,466,096)
Total Stockholder’s Equity (Deficit)   46,325    (50,000)   (3,675)
Total Liabilities and Stockholders’ Equity (Deficit)  $1,064,512   $-   $1,064,512 

 

18

 

 

Blow & Drive Interlock Corporation

Consolidated Statements of Operations

(unaudited)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2017 as filed   restatement adjustment   restated 2017   2017 as filed   restatement adjustment   restated 2017 
Monitoring revenue  $204,738        $204,738   $280,058        $280,058 
Distributorship revenue   106,719    3,000    109,719    195,453    6,000    201,453 
Total revenue   311,457    3,000    314,457    475,511    6,000    481,511 
Monitoring cost of revenue   46,085         46,085    54,067         54,067 
Distributorship cost of revenue   2,500         2,500    6,739         6,739 
Total cost of revenue   48,585    -    48,585    60,806    -    60,806 
Gross profit   262,872    3,000    265,872    414,705    6,000    420,705 
Operating expenses                              
Payroll   98,462         98,462    168,776         168,776 
Professional fees   35,771         35,771    76,902         76,902 
General and administrative expenses   (388,747)        (388,747)   327,345         327,345 
Depreciation   88,726         88,726    144,142         144,142 
Common stock issued for services   -         -    -         - 
Total operating expenses   (165,788)   -    (165,788)   717,165    -    717,165 
Loss from operations   428,660    3,000    431,660    (302,460)   6,000    (296,460)
                               
Other income (expense)                              
Interest expense   (150,489)        (150,489)   (294,798)        (294,798)
Change in fair value of derivative liability   1,464         1,464    17,492         17,492 
Loss on extinguishment of debt   (305,000)        (305,000)   (305,000)        (305,000)
Total other income (expense)   (454,025)   -    (454,025)   (582,306)   -    (582,306)
                               
Loss before provision for income taxes   (25,365)   3,000    (22,365)   (884,766)   6,000    (878,766)
                               
Provision for income taxes   -         -              - 
                               
Net loss  $(25,365)  $3,000   $(22,365)  $(884,766)  $6,000   $(878,766)
                               
Basic and diluted loss per common share  $-        $-   $(0.04)       $(0.04)
                               
Weighted average number of common shares outstanding - basic and diluted   22,260,585         22,260,585    21,525,449         21,525,449 

 

19

 

 

Blow & Drive Interlock Corporation

Consolidated Statement of Cash Flows

(unaudited)

 

   Six Months Ended June 30, 
   2017 as filed   restatement adjustment   restated 2017 
Cash flows from operating activities:               
Net loss  $(884,766)  $6,000   $(878,766)
Adjustments to reconcile from net loss to net cash used in operating activities:               
Depreciation and amortization   144,142         144,142 
Shares issued for services   13,913         13,913 
Loss on extinguishment of debt   305,000         305,000 
Amortization of debt discount   186,477         186,477 
Change in fair value of derivative liability   (17,492)        (17,492)
Changes in operating assets and liabilities               
Accounts receivable   (15,320)        (15,320)
Prepaid expenses   (639)        (639)
Deposits   53,850         53,850 
Accounts payable   52,003         52,003 
Accrued expenses   37,944         37,944 
Accrued interest   29,240         29,240 
Income taxes payable   1,600         1,600 
Deferred revenue   49,193    (6,000)   43,193 
Accrued royalties payable   1,015         1,015 
Net cash used in operating activities   (43,840)   -    (43,840)
                
Cash flows from investing activities:               
Purchase of property and equipment   (661,245)        (661,245)
Deposits on units   150,000         150,000 
Net cash used in investing activities   (511,245)   -    (511,245)
                
Cash flows from financing activities:               
Proceeds from notes payable   195,400         195,400 
Repayments of notes payable   (114,286)        (114,286)
Proceeds from issuance of common stock   416,110         416,110 
Net cash provided by financing activities   497,224    -    497,224 
                
Net increase (decrease) in cash   (57,861)   -    (57,861)
Cash, beginning of period   116,309         116,309 
Cash, end of period  $58,448   $-   $58,448 
                
Supplemental disclosure of cash information:               
Cash paid during the period for:               
Interest  $79,371        $79,371 
Income taxes  $-        $- 
Supplemental disclosure of non-cash investing and financing activities               
Common stock issued for services  $13,913        $13,913 
Establishment of debt discount for royalty notes  $-        $- 
Preferred stock issued for debt reduction and services  $350,000        $350,000 

 

20

 

 

Blow & Drive Interlock Corporation

Consolidated Statement of Shareholders' Equity (Deficit)

(unaudited)

 

      Preferred Stock     Common Stock       Additional Paid-in       Accumulated               revised Accumulated       Total Stockholders’ Equity  
      Shares       Amount       Shares       Amount       Capital       Deficit       adjustment       Deficit       (Deficit)  
Balance December 31, 2016     -     $ -       19,575,605     $ 1,958     $ 1,594,721     $ (1,531,330 )   $ (56,000 )   $ (1,587,330 )   $ 9,349  
                                                                         
Shares issued for services     -       -       27,180       3       13,910                               13,913  
Shares issued related to debt     1,000,000       1,000       195,400       19       434,700                               435,719  
Shares issued for cash     -       -       2,311,218       231       415,879                               416,110  
Shares issued related to anti-dilution     -       -       364,649       36       (36 )                             -  
Net loss     -       -       -       -       -       (884,766 )     6,000       (878,766 )     (878,766 )
Balance June 30, 2017     1,000,000     $ 1,000       22,474,052     $ 2,247     $ 2,459,174     $ (2,416,096 )   $ (50,000 )   $ (2,466,096 )   $ (3,675 )

 

Note 4 – Segment Reporting

 

The Company has two reportable segments: (1) Monitoring and (2) Distributorships.

 

Monitoring fees on Company installed units

 

The Company rents units directly to customers and installs the units in the customer’s vehicles. The rental periods range from a few months to 2 years and include a combination of down payments made by the customer and monthly payments paid under the agreements with the Company. Revenue is recognized from these companies on the straight-line basis over the term of the agreement. Amounts collected in excess of those earned are classified as deferred revenue in the balance sheet, and amounts earned in excess of amounts collected are reflected in accounts receivable in the balance sheet at June 30, 2018 and December 31, 2017.

 

Distributorships

 

The Company enters into arrangements that include multiple deliverables, which typically consist of the sale of exclusive distributorship territory rights, startup supplies package, promotional material, three weeks of onsite training and ongoing monthly support services. The Company accounts for each material element within an arrangement with multiple deliverables as separate units of accounting. Revenue is allocated to each unit of accounting under the guidance of ASC Topic 605-25, Multiple-Element Revenue Arrangements, which provides criteria for separating consideration in multiple-deliverable arrangements by establishing a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence is available. The Company is required to determine the best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. The Company generally does not separately sell distributorships or training on a standalone basis. Therefore, the Company does not have VSOE for the selling price of these units nor is third party evidence available and thus management uses its best estimate of selling prices in their allocation of revenue to each deliverable in the multiple element arrangement.

 

21

 

 

The following table summarizes net sales and identifiable operating income by segment:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2018   2017   2018   2017 
Segment gross profit (a):                    
Monitoring  $235,676   $158,653   $366,550   $225,991 
Distributorships   16,095    107,219    39,265    194,714 
Gross profit   251,771    265,872    405,815    420,705 
                     
Identifiable segment operating expenses (b):                    
Monitoring   -    51,580    -    57,412 
Distributorships   -    37,560    -    86,090 
    -    89,140    -    143,502 
                     
Identifiable segment operating income (c):                    
Monitoring   235,676    107,073    366,550    168,579 
Distributorships   16,095    69,659    39,265    108,624 
    251,771    176,732    405,815    277,203 
                     
Reconciliation of identifiable segment income to corporate income (d):                    
Payroll   229,737    98,462    466,149    168,776 
Professional fees   50,963    35,771    88,055    76,902 
General and administrative expenses   219,539    (388,747)   469,095    327,345 
Depreciation   -    (414)   -    640 
Interest expense   108,237    150,489    210,558    294,798 
Change in fair value of derivative liability   (11,579)   (1,464)   (4,293)   (17,492)
Loss on extinguishment of debt   -    305,000    -    305,000 
Loss before provision for income taxes   (345,126)   (22,365)   (823,749)   (878,766)
                     
Provision for income taxes   800    -    800    - 
Net loss  $(345,926)  $(22,365)  $(824,549)  $(878,766)
                     
Total net property, plant, and equipment assets                    
Monitoring            $-   $348,792 
Distributorships             -    523,018 
Corporate             -    1,639 
             $-   $873,449 

 

(a) Segment gross profit includes segment net sales less segment cost of sales
(b) Identifiable segment operating expenses consists of identifiable depreciation expense
(c) Identifiable segment operating incomes consists of segment gross profit less identifiable operating expense
(d) General corporate expense consists of all other non-identifiable expenses

 

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Note 5 – Deposits

 

Deposits consist of the following:

 

   June 30, 2018   December 31, 2017 
Lease Deposits  $5,131   $5,131 

 

Note 6 – Accrued Expenses

 

Accrued Expenses consist of the following:

 

   June 30, 2018   December 31, 2017 
Accrued payroll and payroll taxes  $6,141   $6,141 
Deferred rent   5,096    4,544 
Other accrued expenses   13,245    5,000 
Total  $24,482   $15,685 

 

Note 7 - Deferred Revenue

 

The Company classifies income as deferred until the terms of the contract or time frame have been met within the Company’s revenue recognition policy. As of June 30, 2018 and December 31, 2017, deferred revenue consists of the following:

 

   June 30, 2018   December 31, 2017 
Monitoring deferred revenues  $127,702   $177,878 
Distributorship deferred revenues   -    6,500 
Total  $127,702   $184,378 

 

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Note 8 – Notes Payable

 

Notes payable consist of the following:

 

   As of June 30, 2018   As of December 31, 2017 
   Amount   Discount   Net Balance   Amount   Discount   Net Balance 
                         
January 2016 ($65,000) - 0% interest with payment of $937 per month for 4 months, $1,250 per month for 8 months, and $3,531 per month until fully paid.  $940   $-   $940   $4,482   $(3,889)  $593 
April 2016 ($50,000) - 18% interest at payment of $750 per month with unpaid balance due at March 31, 2018 including issuance of 50,000 common shares.   50,000    -    50,000    50,000    (7,292)   42,708 
September 2016 ($10,000) - 24% interest with outstanding balance with accrued interest due at October 31, 2018 with an option of accrued interest to be converted to common stock with 25% discount of trading price   10,000    -    10,000    10,000    -    10,000 
December 2017 ($50,000) - 15% interest due in December 2020 including issuance of 100,000 shares of common stock with exercise price at $0.25 per share.   41,945    (18,247)   23,698    50,000    (22,021)   27,979 
January 2018 ($9,100) - $2,184 fees, monthly principal and fee payments, principal completely paid July 2018   1,608    -    1,608    -    -    - 
Total notes payable   104,493    (18,247)   86,246    114,482    (33,202)   81,280 
                               
Less: non-current portion   (26,050)   10,699    (15,351)   (35,747)   14,473    (21,274)
                               
Notes payable, current portion  $78,443   $(7,548)  $70,895   $78,735   $(18,729)  $60,006 

 

January 2016 - $65,000

 

On January 20, 2016, the Company entered into a non-interest bearing note payable and royalty agreement with a third party. Under the note, the Company borrowed $65,000 and began to repay the principal amount at a rate of approximately $937 per month with escalations to approximately $3,531 per month as of February 2017 until the note is paid in full. In addition, starting in February 2018, the Company will pay the lender a royalty fee of five ($5) dollars per month for every ignition interlock devise that the Company has on the road in customers’ vehicles up to eight hundred (800) in perpetuity, and for every unit over 800, the Company will owe the lender $1 per month per device in perpetuity. In connection with this note, the Company recorded a debt discount of $65,000 relating to the future royalty payments, to be amortized over the life of the note.

 

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On September 30, 2016, the Company entered into Amendment No. 1 to Royalty note #1 in order to remove a security interest in the Company’s assets to secure repayment of the original note and amend the royalty provisions of the original note to be $1 for each Device on the road beginning in the 25th month after the date of the original note. In connection with this amendment, the Company issued 425,000 shares of restricted common stock. Pursuant to ASC 470 this amendment is a deemed extinguishment of the debt and the resulting revised debt is set up as a new note. In connection therewith, the Company recorded a loss on extinguishment of $116,541 during the year ended December 31, 2016.

 

Total interest expense was $0 and $0 for the six months ended June 30, 2018 and 2017, respectively.

 

April 2016 - $50,000

 

On March 30, 2016, the Company entered into a borrowing agreement with a third party. The note was for a principal balance of $50,000 and included 50,000 restricted common shares. The promissory note has a maturity date of June 30, 2018 and bears interest at 18% per annum. The purchaser did not sign the agreement nor deliver the proper consideration prior to March 31, 2016. The exchange of the $50,000 in cash consideration by the purchaser and the issuance of the 50,000 restricted common shares by the Company was made in conjunction with delivery of the signed purchase agreement and promissory note on April 5, 2016. The Company recorded a debt discount of $50,000 related to the relative fair value of the issued shares associated with the note to be amortized over the life of the note.

 

Total interest expense was $4,500 and $4,500 for the six months ended June 30, 2018 and 2017, respectively.

 

September 2016 - $10,000

 

On September 23, 2016, the Company provided an agreement to a third party to obtain a $10,000 promissory note in exchange for 100,000 restricted common shares and $10,000 in cash. The promissory note had a maturity date of October 31, 2017 and bears interest at 24% per annum. On October 31, 2017, the note was amended to extend the maturity date to October 31, 2018. There are no other changes to the note. The Company recorded a debt discount of $10,000 related to the relative fair value of the issued shares associated with the note to be amortized over the life of the note.

 

Total interest expense was $1,200 and $1,200 for the six months ended June 30, 2018 and 2017, respectively.

 

December 2017 - $50,000

 

On December 1, 2017, the Company provided an agreement to a third party to obtain a $50,000 promissory note in exchange for $50,000 in cash. The promissory note had a maturity date of December 1, 2020 and bears interest at 15% per annum. The note required total payments of $1,733 per month. The Company recorded a debt discount of $22,650 related to the value of the issued shares associated with the process of obtaining the note to be amortized over the life of the note.

 

Total interest expense was $3,539 and $0 for the six months ended June 30, 2018 and 2017, respectively.

 

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January 2018 - $9,100

 

On January 4, 2018, the Company provided an agreement to a third party to obtain a $9,100 promissory note in exchange for $9,100 cash. The promissory note had a maturity date of July 17, 2018 and includes fees of $2,184. The note required payments of $2,427 for each of the first two months and $1,608 for each of the next five months.

 

Total fees were $2,080 and $0 for the six months ended June 30, 2018 and 2017, respectively.

 

Note 9 – Notes Payable – Related Parties

 

Notes payable to related parties consist of the following:

 

   As of June 30, 2018   As of December 31, 2017 
   Amount   Discount   Net Balance   Amount   Discount   Net Balance 
                         
January 2016 ($55,000) – Payment of $937 per month for 4 months, $1,250 per month 5 months, and $3,531 per month until fully paid  $-   $-   $-   $5,923   $(6,289)  $(366)
November 2017 ($900,000) - 60 months of payments of $25,000 per month with $15,000 in principal payment and $10,000 in interest payment, first payment due on December 1, 2017 and the final payment on November 1, 2022.   795,000    -    795,000    885,000    -    885,000 
February 2018 ($100,000) – Fee payment of $2,500 per month, principal due February 1, 2019.   100,000    -    100,000    -    -    - 
March 2018 ($500,000) – Fee payment of $12,500 per month first year, $12,000 per month second year, $11,500 per month third year, $11,000 per month fourth year, $105,00 per month fifth year, principal due March 1, 2020.   500,000           -    500,000    -    -    - 
Total notes payable   1,395,000    -    1,395,000    890,923    (6,289)   884,634 
                               
Less: non-current portion   (1,115,000)   -    (1,115,000)   (839,306)   -    (839,306)
                               
Notes payable, current portion  $280,000   $-   $280,000   $51,617   $(6,289)  $45,328 

 

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January 2016 - $55,000

 

On March 29, 2016, the Company consummated a non-interest bearing note payable and royalty agreement with a relative of the CEO with terms almost identical to the note referenced above. Under the note, the Company borrowed $55,000 and began to repay the principal amount at a rate of approximately $937 per month with escalations to approximately $3,531 per month as of April 2017 until the note is paid in full. In addition, starting in February 2018, the Company will pay the lender a royalty fee of five ($5) dollars per month for every ignition interlock devise that the Company has on the road in customers’ vehicles up to eight hundred (800) in perpetuity, and for every unit over 800, the Company will owe the lender $1 per month per device in perpetuity. In connection with this note, the Company recorded a debt discount of $55,000 relating to the future royalty payments, to be amortized over the life of the note.

 

On September 30, 2016, the Company entered into Amendment No. 1 to Royalty note #2 to amend the royalty provisions of the original note to be $1 for each Device on the road beginning in the 25th month after the date of the Royalty note #2. In connection with this amendment, the Company issued 50,000 shares of restricted common stock and recorded an additional debt discount of $8,959. This amendment was accounted for as a debt modification pursuant to ASC 470.

 

Total interest expense was $0 and $0 for the six months ended June 30, 2018 and 2017, respectively.

 

November 2017 - $900,000

 

On November 1, 2017, the Company entered into an agreement with a related third party to exchange the September 2016 $36,100 note, the September 2016 $192,000 note, the October 2016 $24,960 note, the November 2016 $5,040 note, the November 2016 $50,000 note, the November 2016 $325,000 note, the January 2017 $50,400 note, the February 2017 $70,000 note, and the March 2017 $75,000 note for a new promissory note for $900,000. The new promissory note also included accrued interest payable and payment of Company expenses. The term of the loan is sixty months and payments are to be $25,000 per month with $15,000 in principal payment and $10,000 in interest payment. The first payment is to be on December 1, 2017 and the final payment on November 1, 2022.

 

Total interest expense was $109,180 and $0 for the six months ended June 30, 2018 and 2017, respectively.

 

February 2018 - $100,000

 

On February 1, 2018, the Company entered into an agreement with a related third party to obtain a $100,000 promissory note in exchange for $100,000 cash. The note calls for a monthly fee of $2,500 and the principal is due February 1, 2019.

 

Total interest expense was $12,500 and $0 for the six months ended June 30, 2018 and 2017, respectively.

 

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March 2018 - $500,000

 

On March 1, 2018, the Company entered into an agreement with a related third party to obtain a $500,000 promissory note in exchange for $500,000 cash. The note calls for a monthly fee of $12,500 per month for the first year, $12,000 per month for the second year, $11,500 for the third year, $11,000 for the fourth year, and $10,500 for the fifth year, and the principal is due March 1, 2023.

 

Total interest expense was $46,780 and $0 for the six months ended June 30, 2018 and 2017, respectively.

 

Note 10 – Convertible Notes Payable

 

Convertible notes payable consists of the following:

 

   As of June 30, 2018   As of December 31, 2017 
   Amount   Discount   Net Balance   Amount   Discount   Net Balance 
                         
August 2015 ($15,000) - 7.5% interest bearing convertible debenture due on August 7, 2017 with interest only payments and due upon maturity.  $7,500   $         -   $7,500   $7,500   $-   $7,500 
November 2017 ($5,000) - 10% interest bearing convertible debenture due on October 27, 2020 with interest only payments and due upon maturity.   -    -    -    5,000    (2,011)   2,989 
March 2018 ($20,000) – 10% interest bearing convertible debenture due on March 9, 2021, with interest paid in cash for the first six months, and either in cash or shares of common stock thereafter. Principal is due March 9, 2021, paid either in cash or common stock, at the Company’s discretion   20,000    

(14,089

)   5,911    -    -    - 
                               
Total notes payable   27,500    (14,089)   13,411    12,500    (2,011)   10,489 
                               
Less: non-current portion   (20,000)   (8,965)   (11,035)   (5,000)   1,483    (3,517)
                               
Notes payable, current portion  $7,500   $(5,124)  $2,376   $7,500   $(528)  $6,972 

 

August 2015 - $15,000

 

On August 7, 2015, the Company entered into an agreement with a third party non-affiliate and issued a 7.5% interest bearing convertible debenture for $15,000 due on August 7, 2017, with conversion features commencing after 180 days following the date of the note. Payments of interest only were due monthly beginning September 2015. The loan is convertible at 70% of the average of the closing prices for the common stock during the five trading days prior to the conversion date. In connection with this Convertible note payable, the Company recorded a $5,770 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 9). On May 6, 2016 the note holder elected to convert $7,500 in principal into 30,000 shares of common stock. The note is currently in default.

 

In connection with the issuance of the August Convertible Note Payable, the Company issued a warrant on August 7, 2015 to purchase 30,000 shares of the Company’s common stock at a purchase price of $0.50 per share. The Black Scholes model was used in valuing the warrants in determining the relative fair value of the warrants issued in connection with the convertible note payable using the following inputs: Expected Term – 3 years, Expected Dividend Rate – 0%, Volatility – 100%, Risk Free Interest Rate -1.08%. The Company recorded an additional $4,873 discount on debt, related to the relative fair value of the warrants issued associated with the note to be amortized over the life of the note.

 

Total interest expense was $281 and $281 for the six months ended June 30, 2018 and 2017, respectively.

 

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November 2017 - $5,000

 

On November 1, 2017, the Company entered into an agreement with a non-affiliated shareholder and issued a 10% interest bearing convertible debenture for $5,000 due on October 27, 2020. Payments of interest only are due monthly beginning December 2017. The loan is convertible at 61% of the average of the closing prices for the common stock during the five trading days prior to the conversion date but may not be converted if such conversion would cause the holder to own more than 4.9% of outstanding common stock after giving effect to the conversion. In connection with this Convertible Note Payable, the Company recorded a $5,000 discount on debt (the total discount was $6,825, of which $1,825 was expensed), related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value. In June 2018, the note and related accrued interest were converted to 32,812 shares of common stock.

 

In connection with the issuance of the November convertible note payable, the Company issued a warrant to purchase 10,000 shares of common stock at an exercise price of $1.00 per share. The warrant has an exercise period of four years from the date of issuance. The Black Scholes model was used in valuing the warrants in determining the relative fair value of the warrants issued in connection with the convertible note payable using the following inputs: Expected Term – 4 years, Expected Dividend Rate – 0%, Volatility – 373%, Risk Free Interest Rate – 2.37%. The Company recorded an additional $2,099 discount on debt, related to the relative fair value of the warrants issued associated with the note to be amortized over the life of the note.

 

Total interest expense was $250 and $0 for the three months ended June 30, 2018 and 2017, respectively.

 

March 2018 - $20,000

 

On March 9, 2018, the Company entered into an agreement with a non-affiliated shareholder and issued a 10% interest bearing convertible debenture for $20,000 due on March 9, 2021. Payments of interest is in cash for the first six months, thereafter, interest may be paid either in cash or common stock of the Company. The loan is convertible at 61% of the average of the closing prices for the common stock during the five trading days prior to the conversion date but may not be converted if such conversion would cause the holder to own more than 4.9% of outstanding common stock after giving effect to the conversion. In connection with this Convertible Note Payable, the Company recorded a $20,000 discount on debt (the total discount was $47,768, of which $27,768 was expensed), related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value. As of June 30, 2018, this note has not been converted.

 

Total interest expense was $626 and $0 for the six months ended June 30, 2018 and 2017, respectively.

 

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Note 11 – Derivative Liabilities

 

Derivative liabilities consisted of the following:

 

   June 30, 2018   December 31, 2017 
         
August 2015 - $15,000 convertible debt  $8,410   $7,310 
November 2017 - $5,000 convertible debt   -    4,992 
March 2018 - $20,000 convertible debt   14,970    - 
           
Total derivative liabilities  $23,380   $12,302 

 

The Company applies the provisions of ASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC Topic 815-40”), under which convertible instruments, which contain terms that protect holders from declines in the stock price, may not be exempt from derivative accounting treatment. As a result, embedded conversion options (whose exercise price is not fixed and determinable) in convertible debt (which is not conventionally convertible due to the exercise price not being fixed and determinable) are initially recorded as a liability and are revalued at fair value at each reporting date using the Black Sholes Model.

 

August 2015 Convertible Debt - $15,000

 

In August 2015, the Company entered into a $15,000 convertible note with variable conversion pricing. The following inputs were used within the Black Sholes Model to determine the initial relative fair values of the $15,000 convertible note with expected term of 1.58 years, expected dividend rate of 0%, volatility of 100% and risk free interest rate 0.61%.

 

November 2017 Convertible Debt - $5,000

 

In November 2017, the Company entered into a $5,000 convertible note with variable conversion pricing. The following inputs were used within the Black Sholes Model to determine the initial relative fair values of the $5,000 convertible note with expected term of 3.00 years, expected dividend rate of 0%, volatility of 312% and risk free interest rate 2.37%. This note was paid in June 2018.

 

March 2018 Convertible Debt - $20,000

 

In March 2018, the Company entered into a $20,000 convertible note with variable conversion pricing. The following inputs were used within a binomial model to determine the initial relative fair values of the $20,000 convertible note with expected term of 2.69 years, expected dividend rate of 0%, volatility of 199% and risk free interest rate 2.52%.

 

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The Company revalues these derivatives each quarter. The change in valuation is accounted for as a gain or loss in derivative liability. The following table describes the Derivative liability as of December 31, 2017 and June 30, 2018.

 

   Balance           Balance 
   at 12/31/17   Additions   Changes   at 06/30/18 
                 
August 2015 - $15,000 convertible debt  $7,310   $-   $1,100   $8,410 
November 2017 - $5,000 convertible debt   4,992         (4,992)   - 
March 2018 - $20,000 convertible debt   -    15,370    (400)   14,970 
                     
Total  $12,302   $15,370   $(4,292)  $23,380 

 

Note 12 – Accrued Royalties Payable

 

The Company has estimated the royalties to be paid out in perpetuity under royalty agreements. The Company entered into royalty agreement as follows:

 

  January 2016 Royalty Agreement – Under the note payable and royalty agreements of $65,000, the Company is required to pay the lender a royalty fee of five ($5) dollars per month for every ignition interlock devise that the Company has on the road in customers’ vehicles up to eight hundred (800) in perpetuity, and for every unit over 800, the Company will owe the lender $1 per month per device in perpetuity.
  March 2016 Royalty Agreement – On March 29, 2016, the Company entered into a royalty agreement with a relative of the CEO together with note payable of $55,000. Under the royalty agreement and starting February 2018, the Company is required to pay the lender a royalty fee of five ($5) dollars per month for every ignition interlock devise that the Company has on the road in customers’ vehicles up to eight hundred (800) in perpetuity, and for every unit over 800, the Company will owe the lender $1 per month per device in perpetuity.
  September and November 2016 Royalty Agreements – The Company entered into royalty agreements on September 30, 2016 and November 4, 2016 with a related party in relation to notes payable of $192,000 and $325,000, respectively. Under the royalty agreements, the Company is required to pay a royalty fee of from $1 to $2 per month for every ignition interlock devise that the Company has on the road in customers’ vehicles, the amount depending on how many devices are installed.
  November 2017 Royalty Agreement – The Company entered into a royalty agreement with a related party on November 1, 2017 in relation to a note payable of $900,000. This note replaced the September and November 2016 Royalty Agreements. Under the royalty agreement, the Company is required to pay a royalty fee of from $1.50 to $3.00 per month for every ignition interlock devise that the Company has on the road in customers’ vehicles, the amount depending on how many devices are installed.

 

Based on the royalty agreement, the Company had the following royalty accruals:

 

   June 30, 2018   December 31, 2017 
         
January 2016 royalty agreement  $113,723   $86,230 
March 2016 royalty agreement   115,502    88,010 
September and November 2016 royalty agreements   (5,981)   5,753 
November 2017 royalty agreement   17,615    - 
           
Total accrued royalties  $240,859   $179,993 

 

Note 13 – Stockholders’ Equity

 

Preferred Stock

 

The Company’s articles of incorporation authorize the Company to issue up to 20,000,000 preferred shares of $0.001 par value.

 

Series A Preferred Stock

 

The Company has been authorized to issue 1,000,000 shares of Series A Preferred Stock. The Series A shares have the following preferences: no dividend rights; no liquidation preference over the Company’s common stock; no conversion rights; no redemption rights; no call rights by the Company; each share of Series A Preferred stock will have one hundred (100) votes on all matters validly brought to the Company’s common stockholders.

 

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During the three months ended March 31, 2017, the Company entered into a material definitive agreement to issue 1,000,000 shares of series A preferred stock to an officer and director of the Company with a preliminary estimated value of $350,000. As of June 30, 2018, the total number of preferred shares issued or issuable was 1,000,000.

 

Common Stock

 

The Company has authorized 100,000,000 shares of $.0001. Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company’s ability to pay dividends on its common stock, subject to the requirements of the Delaware Revised Statutes. The Company has not declared any dividends since incorporation.

 

During the six months ended June 30, 2018, the Company issued 476,000 shares of its common stock for services valued at $110,152. In addition , the Company issued 3,103,383 shares of its common stock to several investors for an aggregate purchase price of $360,705. In addition, the Company issued 400,909 common shares in accordance with the anti-dilution provision of the November 1, 2017 related party note. In addition, the Company issued 32,812 shares of its common stock for the conversion of $5,083 in debt. The total number of shares issued or issuable as of June 30, 2018 was 30,236,938.

 

Note 14 – Warrants

 

The Company issued warrants in individual sales and in connection with common stock purchase agreements. The warrants have expiration dates ranging from three to four years from the date of grant and exercise prices ranging from $0.10 to $1.00.

 

A summary of warrant activity for the periods presented is as follows:

 

       Weighted Average     
   Warrants for   Weighted Average   Remaining   Aggregate 
   Common Shares   Exercise Price   Contractual Term   Intrinsic Value 
Outstanding as of December 31, 2016   160,000   $0.53    1.97    - 
Granted   4,697,176    0.51    4.00      
Exercised   -    -    -    - 
Forfeited, cancelled, expired   -    -    -    - 
Outstanding as of December 31, 2017   4,857,176   $0.51    3.19    412,864 
Granted   740,410    1.38    4.00    - 
Exercised   -    -    -    - 
Forfeited, cancelled, expired   -    -    -    - 
Outstanding as of June 30, 2018   5,597,586   $0.60    3.05    4,005 

 

Note 15 – Income (Loss) Per Share

 

Net income (loss) per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net income (loss) per common share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

 

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The following shares are not included in the computation of diluted income (loss) per share, because their inclusion would be anti-dilutive:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2018   2017   2018   2017 
Preferred shares   -    -    -    - 
Convertible notes   58,299    194,008    58,299    202,789 
Warrants   5,597,586    110,000    5,597,586    160,000 
Options   -    -    -    - 
Total anti-dilutive weighted average shares   5,655,885    304,008    5,655,885    362,789 

 

If all dilutive securities had been exercised at June 30, 2018 the total number of common shares outstanding would be as follows:

 

Common Shares   30,236,938 
Preferred Shares   - 
Convertible notes   58,299 
Warrants   5,597,586 
Options   - 
Total potential shares   35,892,823 

 

Note 16 – Commitments and Contingencies

 

On December 1, 2016, the Company entered into a four-year lease with Cahuenga Management LLC for a storefront location at 15503 Cahuenga Blvd., North Hollywood, California 91601. Base rent under the lease is $2,200 per month, with an escalating provision up to $2,404 throughout the lease term. The rental agreement includes operating expenses such as common area maintenance, property taxes and insurance.

 

On August 28, 2017, the Company entered into a one-year lease with B3 Investments, LLC for a storefront location at Suites D104 and D105, 2406 24th Street, South Phoenix, Arizona. Base rent under the lease is $1,350 per month plus 2% ($27) rental tax. The rental agreement includes operating expenses such as common area maintenance, property taxes and insurance.

 

Legal Proceedings

 

In the ordinary course of business, the Company from time to time is involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon the Company’s financial condition and/or results of operations. However, in the opinion of management, other than as set forth herein, matters currently pending or threatened against the Company are not expected to have a material adverse effect on the Company’s financial position or results of operations.

 

Note 17 – Related Party Transactions

 

The Company had the following related party transactions:

 

Notes payable of $1,425,000 to the Doheny Group.

 

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3,070,670 shares of common stock, of which 1,863,152 were granted to the Doheny Group in relation to notes payable and 1,863,152 were granted to the Doheny Group as anti-dilution shares.

 

50,000 warrants were granted to David Haridim.

 

Note 18 – Settlement with Distributor

 

On January 21, 2018, the Company and its major distributor memorialized a September 30, 2017 oral agreement that terminated their September 5, 2015 distributorship agreement. The distributor had failed to timely make required monthly payments. The Company agreed to not pursue amounts due it from the distributor. The Company has sent letters to all customers of the distributor and believes that it will retain most, if not all, customers. If customers are not retained, the customers will need to have the interlock device removed and returned to the Company. The Company had approximately 900 interlock units rented to the distributor. As of December 31, 2017, $35,979 in distributor revenue and accounts receivable were reversed out. As of October 1, 2017, the distributor became an employee of the Company and was to service the area that he had been a distributor of.

 

Note 19 – Subsequent Events

 

The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

 

Subsequent to June 30, 2018, and through the date of this filing, the Company has issued a total of 1,391,500 common shares for an aggregate cash purchase price of $108,000. In connection with these sales of common shares the Company has also issued warrants for 220,000 common shares.

 

On August 1, 2018, an addendum (addendum #3) was made to the November 1, 2016 loan agreement with The Doheny Group. The Company owed The Doheny Group $1,365,000. Beginning September 1, 2018, the Company agreed to pay $20,000 monthly in interest only. This payment was to be for nine months. Beginning August 1, 2018, royalty became $5.00 per unit with $1.50 paid monthly and $3.50 accrued. Anti-dilution was extended ten more years until August 1, 2028. Any judgements won be the Company would be used to pay the loan. After a ninth payment of $20,000 is made on May 1, 2019, monthly payments on the $1,365,000 loan will become $53,500, including principal and interest. The $1,365,000 loan will be paid in full after 48 consecutive monthly payments of $53,500. Under the new four year term of the loan, the royalty will become $1.50 per unit and the royalty accrual of $3.50 per unit for the prior nine months shall be paid over twelve months. After the $1,365,000 loan is paid in full, the royalty per unit shall be $3.00. If there is a default on any payments starting August 1, 2018, the royalty will become $5.00 per unit in perpetuity and there will be a $635,000 penalty added to the loan balance.

 

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On October 4, 2018, Michael Wainer entered into a personal loan agreement with Kabbage for $72.800. Michael Wainer then lent $72,800 to the Company. The loan was for twelve months and loan fees and interest were $37,128. Payments were $11,527 per month for the first six months and $6,795 per month for the final six months. Payments were to be paid by the Company to Kabbage. An initial payment of $11,527 was made in December 2018. On December 31, 2018, Michael Wainer released the Company from payment of the loan.

 

On October 11, 2018, the Company entered into a loan agreement with Forward Financing for $60,000. Total interest and fees on the loan were $18,600. Payments of $561.43 were automatically paid each business day starting October 15, 2018 and were to be for 140 days business days. On January 11, 2019, Forward Financing agreed to settle an outstanding balance of $49,580.64 for $30,805.64,

 

On December 1, 2018, an addendum (addendum #4) was made to the November 1, 2016 loan agreement with The Doheny Group. A December 1, 2018 payment by the Company was not made and thus the Company was in default to the Doheny Group. Therefore, the royalty will become $5.00 per unit on all units in perpetuity, the loan amount has increased to $2,000,000, as of December 1, 2018 payment of $20,000 was not made and the loan amount became $2,020,000, a new monthly payment of $50,500 interest only will be due as of January 1, 2019, if the full $50,500 cannot be paid, then a partial payment will be made with the unpaid amount added to the principal, and a balloon payment of the balance of principal owed shall be made on December 1, 2023.

 

On December 17, 2018, the Company entered into a loan agreement with The Doheny Group for $6,000. The loan has no interest (0%), no monthly payments, and a balloon payment of $6,000 on December 17, 2019.

 

On December 31, 2018, the Company entered into a loan agreement with The Doheny Group for $23,000. The loan has no interest (0%), no monthly payments, and a balloon payment of $23,000 on December 31, 2019.

 

On December 31, 2018, the Company reached a settlement with note holder Rafael Mavashev in which a $10,000 promissory note and accrued interest were settled for payment of $1,000.

 

On December 31, 2018, the Company reached a settlement with note holder Edris Consulting in which a $65,000 royalty note and royalties owed were settled for payment of $3,000.

 

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On December 31, 2018, the Company reached a settlement with note holder Oren Azulay in which a $50,000 promissory note and accrued interest payable were settled for payment of $13,000.

 

On December 31, 2018, Laurence Wainer, CEO of the Company, and The Doheny Group, a major note holder of the Company, reached an agreement in which Laurence Wainer sold 8,924,000 shares of common stock and 1,000,000 shares of preferred stock for a total of $30,000. Upon completion of the sale, David Haridim, managing member of The Doheny Group, assumed the position of CEO of Blow and Drive.

 

On January 3, 2019, the Company entered into a loan agreement with the Doheny Group for $32,700. The note has no interest (0%), no monthly payments, and a balloon payment of $32,700 on January 3, 2020.

 

On January 11, 2019, the Company entered into a loan agreement with the Doheny Group for $40,000. The note has no interest (0%), no monthly payments, and a balloon payment of $40,000 on January 11, 2020.

 

On January 15, 2019, the Company entered into a loan agreement with the Doheny Group for $14,500. The note has no interest (0%), no monthly payments, and a balloon payment of $14,500 on January 15, 2020.

 

On January 30, 2019, the Company reached a release of all claims with note holder Lucky Draw, LLC. The Company owed Lucky Draw a promissory note payable of $50,000 and accrued interest.

 

On February 1, 2019, the Company entered into a loan agreement with the Doheny Group for $15,000. The note has no interest (0%), no monthly payments, and a balloon payment of $15,000 on February 1, 2020.

 

On February 19, 2019, the Company entered into a loan agreement with The Doheny Group for $5,000. The loan has no interest (0%), no monthly payments, and a balloon payment of $5,000 on February 19, 2020.

 

On March 4, 2019, the Company entered into a loan agreement with The Doheny Group for $10,000. The loan has no interest (0%), no monthly payments, and a balloon payment of $10,000 on March 4, 2020.

 

On May 1, 2019, the Company entered into a loan agreement with The Doheny Group for $20,000. The loan has no interest (0%), no monthly payments, and a balloon payment of $20,000 on May 1, 2020.

 

On May 1, 2019, the Company entered into a loan agreement with The Doheny Group for $20,000. The loan has no interest (0%), no monthly payments, and a balloon payment of $20,000 on May 1, 2020.

 

On June 3, 2019, the Company entered into a loan agreement with The Doheny Group for $89,000. The loan has no interest (0%), no monthly payments, and a balloon payment of $89,000 on June 3, 2020.

 

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ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Disclaimer Regarding Forward Looking Statements

 

Our Management’s Discussion and Analysis or Plan of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

 

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

 

Overview

 

We are a previous development stage company that was incorporated in the State of Delaware in July 2013. In the year ending December 31, 2017, we generated total revenues of $1,235,433, compared to $303,765 in the year ending December 31, 2016. For the three months ended June 30, 2018 and 2017, we had total revenues of $280,839 and $314,457, respectively, and a net loss of $345,926 and $22,365, respectively.

 

We market distributorships and lease a breath alcohol ignition interlock device called the BDI-747/1, which is a mechanism that is installed on the steering column of an automobile and into which a driver exhales. The device in turn provides a blood-alcohol concentration analysis. If the driver’s blood-alcohol content is higher than a certain pre-programmed limit, the device prevents the ignition from engaging and the automobile from starting. These devices are often required for use by DUI or DWI (“driving under the influence” or “driving while intoxicated”) offenders as part of a mandatory court or motor vehicle department program.

 

We paid Well Electric, a company located in China with experience in design and manufacture of ignition interlock devices, $30,000 to design and manufacture the prototype ignition interlock device for us. Well Electric produced six prototype devices for us which we received in November 2014.

 

At July 27, 2015 we began production of our patent pending BDI Model #1 power line filter to attach to our BDI-747 Breath Alcohol Ignition Interlock Device which together were certified by NHSTA on June 17, 2015 to work to together to meet or exceed 2013 NHSTA guidelines.

 

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As of December 31, 2017, the BDI-747/1 was approved for use in five states, namely Oregon, Texas, Arizona, Kentucky, and Tennessee. As of December 31, 2018, the BDI-747/1 device was approved in Oregon, Texas, Arizona, and Kentucky. As of March 31, 2019, the BDI-747/1 device was only approved in Arizona and Texas. The states where our BDI-747/1 device is approved has decreased primarily as a result of new state certification rules that require increased capital investment that we are not able to afford.

 

We have a storefront location in Phoenix, Arizona and contract with four qualified contractors to install, calibrate, remove and monitor the devices. Our business plan includes growth of the company by continuing to complete and submit more state applications and to build up our service infrastructure by utilizing our own retail infrastructure, distributors and franchisees.

 

As of December 31, 2017, we had approximately 1,558 units on the road, with approximately 1,451 devices being leased directly from us and approximately 107 devices leased through our distributors. As of June 30, 2018, we had approximately 1,273 units on the road, with approximately 1,082 devices being leased directly from us and approximately 191 devices leased through our distributors. As of December 31, 2018, we had approximately 1,100 units on the road, with approximately 885 devices being leased directly from us and approximately 215 devices leased through our distributors. The decrease in the total number of devices we have on the road is primarily due to the fact the BDI-747/1 devices was approved in fewer states in 2018 compared to 2017.

 

Due to the decrease in the number of states where our BDI-747/1 device is approved, and the resulting decrease in the number of devices we have on the road, our management is currently exploring all options related to our business, including, but not limited to: (i) taking out loans or selling our stock in order to raise money to continue, and try to expand, our current business; (ii) trying to acquire a synergistic business and grow our current business; or (iii) selling our current business and trying to find another business to, in or out of our current business segment, to take over the public corporation.

 

Our website is www.blowanddrive.com.

 

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Results of Operations

 

Three Months Ended June 30, 2018 (Unaudited) Compared to Three Months Ended June 30, 2017 (Unaudited)

 

   For the three months ended June 30, 
   2018   2017 
Revenue        (restated) 
Monitoring revenue  $264,744   $204,738 
Distributorship revenue   16,095    109,719 
Total revenue   280,839    314,457 
           
Monitoring cost of revenue   29,068    46,085 
Distributorship cost of revenue   -    2,500 
Total cost of revenue   29,068    48,585 
Gross profit  $251,771   $265,872 
           
Operating expenses          
Payroll   229,737    98,462 
Professional fees   50,963    35,771 
General and administrative expenses   219,539    (388,747)
Depreciation   -    88,726 
Total operating expenses   500,239    (165,788)
           
Loss from operations   (248,468)   431,660 
           
Other income (expense)          
Interest expense, net   (108,237

)   (150,489)
Change in fair value of derivative liability   11,579    1,464 
Gain (loss) on extinguishment of debt   -    (305,000)
Total other income (expense)   (96,658)   (454,025)
Provision for income taxes   (800)   0 
Net loss  $(345,926)  $(22,365)

 

Operating Loss; Net Loss

 

Our net loss increased by $323,561, from ($22,365) for the three months ended June 30, 2017 to ($345,926) for the three months ended June 30, 2018. Our operating loss decreased by $680,128, from $431,660 to ($248,468) for the same periods. The increase in our net loss for the three months ended June 30, 2018, compared to the three months ended June 30, 2017, is primarily the result of decreased revenues, partially offset by lower cost of revenue; as well as significant increases in our general and administrative expenses, payroll and professional fees, partially offset by a decrease in depreciation expense, interest expense and loss on extinguishment of debt. These changes are detailed below.

 

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Revenue

 

During the three months ended June 30, 2018 we had $280,839 in revenues, with $264,744 coming from revenue from the monthly recurring payments we received from our customers that rent our BDI-747/1 breathalyzer device for the ongoing monitoring services related to the devices, and $16,095 coming from revenues received from our distributors, compared to $204,738 and $109,719 from these revenue sources for the same period one year ago, respectively. Notably, the source of our revenue continued to shift from revenue received our distributors in the period ended June 30, 2017, to the revenue we receive from the monthly recurring payments we received from our customers that rent our BDI-747/1 breathalyzer device for the ongoing monitoring services related to the devices in the period ended June 30, 2018. We expect the majority of our revenue in the future to come from the monthly recurring payments we receive from our customers that rent our BDI-747/1 breathalyzer device for the ongoing monitoring services related to the devices and not from distributors as we shift away from using distributors and more towards direct retail of our devices.

 

Cost of Revenue

 

Our cost of revenue for the three months ended June 30, 2018 was $29,068, compared to $48,585 for the three months ended June 30, 2017. Our cost of revenue for the three months ended June 30, 2018 was completely related to our monthly monitoring services we provide to our customers. For the three months ended June 30, 2017, our cost of revenue was attributed as $46,085 to monitoring cost of revenue and $2,500 to distributorship cost of revenue. Again, we expect this shift in our cost of revenue to monitoring cost of revenue to continue as we move away from using distributors and more towards direct retail of our devices.

 

Payroll

 

Our payroll increased by $131,275 from $98,462 for the three months ended June 30, 2017 to $229,737 for the three months ended June 30, 2018. This increase was related to hiring additional personnel as we put more units on the road and to a large increase in estimated payroll taxes. If we expand our operations, especially by renting units to individuals directly from us (as opposed to through distributors), we expect our payroll will continue to increase as we put additional units on the road.

 

Professional Fees

 

Our professional fees increased by $15,192 from $35,771 for the three months ended June 30, 2017 to $50,963 for the three months ended June 30, 2018. These fees are largely related to fees paid for legal, accounting and audit services. We expect these fees to continue grow steadily if our business expands. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

 

General and Administrative Expenses

 

General and administrative expenses increased by $608,286 from ($388,747) for the three months ended June 30, 2017 to $219,539 for the three months ended June 30, 2018. Notably, in the three months ended June 30, 2017, we paid a settlement of $50,000 to an ex-employee and removed the higher amount we had accrued for that employee, and we amended our preferred stock purchase agreement with Mr. Laurence Wainer such that his payment for the shares was full satisfaction of approximately $45,000 of debt owed to him rather than $25,500 of accrued salary, which was the original payment. We did not have these types of one-time transactions in the three months ended June 30, 2018. In quarters that we do not have similar one-time transactions we expect our general and administrative expenses to be around $125,000 to $150,000 per quarter for the foreseeable future.

 

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Depreciation

 

Our depreciation decreased from $88,726 for the three months ended June 30, 2017 to $0 for the three months ended June 30, 2018. Our depreciation expense in the period ended June 30, 2017 was primarily related to the depreciation of the BDI-747/1 device. Since we fully impaired our remaining BDI-747/1 devices for the period ended June 30, 2018, due to the uncertainty with the direction of our business going forward, we did not have a depreciation expense for the three months ended June 30, 2018.

 

Interest Expense

 

Interest expense decreased by $42,252 from $150,489 for the three months ended June 30, 2017 to $108,237 for the three months ended June 30, 2018. The interest expense decreased for the period ended June 30, 2018, compared to the same period one year ago, due to a decrease in our outstanding debt compared to one year ago, which primarily relate to the loans we received from Doheny Group, LLC.

 

Change in Fair Value of Derivative Liability

 

During the three months ended June 30, 2018, we had a change in fair value of derivative liability of $11,579 compared to $1,464 for the three months ended June 30, 2017. The change in fair value of derivative liability for both periods relates to the conversion feature of a promissory note we had outstanding during these periods. Since the conversion price on the promissory note is calculated based on a discount to the closing price of our common stock, as our closing price fluctuates it changes the fair value of the derivative liability.

 

Loss on Extinguishment of Debt

 

During the three months ended June 30, 2018, we had loss on extinguishment of debt of $0, compared to $305,000 during the same period in 2017. The loss on extinguishment of debt during the period in 2017 related to debt retired through the issuance of preferred stock to Laurence Wainer.

 

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Six Months Ended June 30, 2018 (Unaudited) Compared to Six Months Ended June 30, 2017 (Unaudited)

 

   For the six months ended June 30, 
   2018   2017 
Revenue        (restated) 
Monitoring revenue  $443,231   $280,058 
Distributorship revenue   39,265    201,453 
Total revenue   482,496    481,511 
           
Monitoring cost of revenue   76,681    54,067 
Distributorship cost of revenue   -    6,739 
Total cost of revenue   76,681    60,806 
Gross profit  $405,815   $420,705 
           
Operating expenses          
Payroll   466,149    168,776 
Professional fees   88,055    76,902 
General and administrative expenses   469,095    324,345 
Depreciation   -    144,142 
Total operating expenses   1,023,299    717,165 
           
Loss from operations   (617,484)   (296,460)
           
Other income (expense)          
Interest expense, net   (210,558)   (294,798)
Change in fair value of derivative liability   4,293    17,492 
Gain (loss) on extinguishment of debt   -    (305,000)
Total other income (expense)   (206,265)   (582,306)
Provision for income taxes   (800)   0 
Net loss  $(824,549)  $(878,766)

 

Operating Loss; Net Loss

 

Our net loss decreased by $54,217, from ($878,766) for the six months ended June 30, 2017 to ($824,549) for the six months ended June 30, 2018. Our operating loss increased by $321,024, from ($296,460) to ($617,484) for the same periods. The slight decrease in our net loss for the six months ended June 30, 2018, compared to the six months ended June 30, 2017, is primarily the result of slightly higher revenues and slightly lower cost of revenue; as well as significant increases in our general and administrative expenses, payroll and professional fees, partially offset by a significant decrease in depreciation expense, and decreases in our interest expense and loss on extinguishment of debt. These changes are detailed below.

 

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Revenue

 

During the six months ended June 30, 2018 we had $482,496 in revenues, with $443,231 coming from revenue from the monthly recurring payments we received from our customers that rent our BDI-747/1 breathalyzer device for the ongoing monitoring services related to the devices, and $39,265 coming from revenues received from our distributors, compared to $280,058 and $201,453 from these revenue sources for the same period one year ago, respectively. Notably, although our total revenue was similar, the source of our revenue continued to shift significantly from revenue received our distributors in the period ended June 30, 2017, to the revenue we receive from the monthly recurring payments we received from our customers that rent our BDI-747/1 breathalyzer device for the ongoing monitoring services related to the devices in the period ended June 30, 2018. We expect the majority of our revenue in the future to come from the monthly recurring payments we receive from our customers that rent our BDI-747/1 breathalyzer device for the ongoing monitoring services related to the devices and not from distributors as we shift away from using distributors and more towards direct retail of our devices.

 

Cost of Revenue

 

Our cost of revenue for the six months ended June 30, 2018 was $76,681, compared to $60,806 for the six months ended June 30, 2017. Our cost of revenue for the six months ended June 30, 2018 was completely related to our monthly monitoring services we provide to our customers. For the six months ended June 30, 2017, our cost of revenue was attributed as $54,067 to monitoring cost of revenue and $6,739 to distributorship cost of revenue. Again, we expect this shift in our cost of revenue to monitoring cost of revenue to continue as we move away from using distributors and more towards direct retail of our devices.

 

Payroll

 

Our payroll increased by $297,373 from $168,776 for the six months ended June 30, 2017 to $466,149 for the six months ended June 30, 2018. This increase was related to hiring additional personnel as we put more units on the road and to a large increase in estimated payroll taxes. If we expand our operations, especially by renting units to individuals directly from us (as opposed to through distributors), we expect our payroll will continue to increase as we put additional units on the road.

 

Professional Fees

 

Our professional fees increased by $11,153 from $76,902 for the six months ended June 30, 2017 to $88,055 for the six months ended June 30, 2018. These fees are largely related to fees paid for legal, accounting and audit services. We expect these fees to continue grow steadily if our business expands. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

 

General and Administrative Expenses

 

General and administrative expenses increased by $144,749 from $324,345 for the six months ended June 30, 2017 to $469,095 for the six months ended June 30, 2018. Except for the one-time transactions discussed below, increases were primarily related to royalty expense, investor relation expense and software expense, offset partially by decreases in commissions, postage and payroll taxes. Notably, in the six months ended June 30, 2017, we paid a settlement of $50,000 to an ex-employee and removed the higher amount we had accrued for that employee, and we amended our preferred stock purchase agreement with Mr. Laurence Wainer such that his payment for the shares was full satisfaction of approximately $45,000 of debt owed to him rather than $25,500 of accrued salary, which was the original payment. We did not have these types of one-time transactions in the six months ended June 30, 2018. In quarters that we do not have similar one-time transactions we expect our general and administrative expenses to be around $125,000 to $150,000 per quarter for the foreseeable future.

 

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Depreciation

 

Our depreciation decreased from $144,142 for the six months ended June 30, 2017 to $0 for the six months ended June 30, 2018. Our depreciation expense in the period ended June 30, 2017 was primarily related to the depreciation of the BDI-747/1 device. Since we fully impaired our remaining BDI-747/1 devices for the period ended June 30, 2018, due to the uncertainty with the direction of our business going forward, we did not have a depreciation expense for the six months ended June 30, 2018.

 

Interest Expense

 

Interest expense decreased by $84,240 from $294,798 for the six months ended June 30, 2017 to $210,558 for the six months ended June 30, 2018. The interest expense decreased for the period ended June 30, 2018, compared to the same period one year ago, due to a decrease in our outstanding debt compared to one year ago, which primarily relates to the loans we received from Doheny Group, LLC.

 

Change in Fair Value of Derivative Liability

 

During the six months ended June 30, 2018, we had a change in fair value of derivative liability of $4,293 compared to $17,492 for the six months ended June 30, 2017. The change in fair value of derivative liability for both periods relates to the conversion feature of a promissory note we had outstanding during these periods. Since the conversion price on the promissory note is calculated based on a discount to the closing price of our common stock, as our closing price fluctuates it changes the fair value of the derivative liability.

 

Loss on Extinguishment of Debt

 

During the six months ended June 30, 2018, we had impairment of fixed assets of $0, compared to $305,000 during the same period in 2017. The loss on extinguishment of debt during the period in 2017 related to debt retired through the issuance of preferred stock to Laurence Wainer.

 

Liquidity and Capital Resources for the Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017

 

Introduction

 

Our cash on hand as of June 30, 2018 was $281,364, compared to $31,874 at December 31, 2017. During the six months ended June 30, 2018 and 2017, because of our operating losses, we did not generate positive operating cash flows. As a result, we have short term cash needs. These needs are being satisfied through proceeds from the sales of our securities and loans from both related parties and third parties. We currently do not believe we will be able to satisfy our cash needs from our revenues for some time.

 

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Our cash, current assets, total assets, current liabilities, and total liabilities as of June 30, 2018 and as of December 31, 2017, respectively, are as follows:

 

   June 30, 2018   December 31, 2017   Change 
             
Cash  $281,364   $31,874   $249,490 
Total current assets  $282,513   $63,445   $219,068 
Total assets  $287,644   $68,576   $219,068 
Total current liabilities  $876,089   $585,749   $290,340 
Total liabilities  $2,017,475   $1,449,846   $567,629 

 

Our current assets increased as of June 30, 2018 as compared to December 31, 2017, primarily due to us having more cash on hand, offset slightly by less accounts receivable. The increase in our total assets between the two periods was also primarily related to the increase in cash, slightly offset by less accounts receivable.

 

Our current liabilities increased as of June 30, 2018 as compared to December 31, 2017. This increase was primarily due to increases in our accrued royalty payable, accrued interest, derivative liability, notes payable, and notes payable-related party, offset by decreases in accounts payable and accrued expenses.

 

In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

 

Sources and Uses of Cash

 

Operations

 

We had net cash used in operating activities of $620,304 for the six months ended June 30, 2018, as compared to $43,840 for the six months ended June 30, 2017. For the period in 2018, the net cash used in operating activities consisted primarily of our net income (loss) of ($824,549), increase in derivative liabilities of ($15,370), an allowance for doubtful accounts of ($26,541), adjusted primarily by a non-cash change in fair value of derivative liability of $11,078, shares issued for services of $110,200, and amortization of debt discount of $24,536, as well as changes in, accrued expenses of $8,795, accounts receivable of $55,457, prepaid expenses of $1,506, accounts payable of ($29,250), deferred revenue of ($56,676), accrued royalties payable of $60,866, and accrued interest of $54,561. For the period in 2017, the net cash used in operating activities consisted primarily of our net income (loss) of ($878,766) (restated), adjusted primarily by change in fair value of derivative liability of ($17,492), shares issued for services of $13,913, amortization of debt discount of $186,477, and depreciation of $144,142, as well as changes in, accrued expenses of $37,944, accounts receivable, net of ($15,320), prepaid expenses of ($639), deposits of $53,850, deferred revenue of $43,193 (restated), accounts payable of $52,003, income taxes payable of $1,600, accrued royalties payable of $1,015, and accrued interest of $29,240.

 

Investments

 

We did not have any cash provided by/used in investing activities in the six months ended June 30, 2018, compared to cash used in investing activities of $511,245 for the six months ended June 30, 2017. For the six months ended June 30, 2017, the cash used in investing activities was related to purchases of furniture and equipment of ($661,245), partially offset by deposits on units of $150,000.

 

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Financing

 

We had net cash provided by financing activities for the six months ended June 30, 2018 of $869,794, compared to $497,224 for the six months ended June 30, 2017. For the six months ended June 30, 2018, our net cash from financing activities consisted of proceeds from convertible notes payable of $20,000, proceeds from related party notes payable of $600,127, proceeds of notes payable of $21,600, and proceeds from issuance of common stock of $360,705, partially offset by repayments of notes payable of $31,588, repayments of convertible notes payable of $5,000, and repayments of related party notes payable of $96,050. For the six months ended June 30, 2017, our net cash from financing activities consisted of proceeds from notes payable of $195,400 and proceeds from issuance of common stock of $416,110, partially offset by repayments of notes payable of ($114,286).

 

Off Balance Sheet Arrangements

 

We have no off balance sheet arrangements.

 

Commitments and Contingent Liabilities

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. As of June 30, 2018, we have no contingent liability that is required to be recorded nor disclosed.

 

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

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ITEM 4 Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to rules adopted by the Securities and Exchange Commission we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to rules promulgated under the Securities Exchange Act of 1934. This evaluation was done as of the end of June 30, 2018 under the supervision and with the participation of our principal executive officer and our principal financial officer.

 

Based upon our evaluation, our principal executive and financial officer concluded that, as of June 30, 2018, our existing disclosure controls and procedures were not effective. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. With only two officers in charge of such reporting controls, there is no backup to the oversight of such individual and thus such disclosure controls and procedures may not be considered effective.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Internal Control over Financial Reporting

 

We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Rule 13a-15 of the Securities Exchange Act of 1934. Our president conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2018, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was ineffective as of June 30, 2018, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.

 

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2018 and identified the following material weaknesses, which are outlined further in our Annual Report on Form 10-K for the year ended December 31, 2017:

 

Inadequate segregation of duties: We have an inadequate number of personnel to properly implement control procedures.

 

We have not documented our internal controls: We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions. As a result we may be delayed in our ability to calculate certain accounting provisions.

 

We do not have effective controls over the control environment. A formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. We also do not have independent members on our Board of Directors.

 

We have not been able to timely and accurately record convertible debt transactions, deferred revenue, and derivative liabilities in the financial statements. As a result, we have needed additional time, beyond the filing deadlines, to file our periodic reports.

 

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PART II – OTHER INFORMATION

 

ITEM 1 Legal Proceedings

 

On February 21, 2018, we filed a Complaint in the Superior Court of the State of Arizona, County of Maricopa against EZ Interlock, LLC (Blow & Drive Interlock Corp. v. EZ Interlock, LLC (Case No. CV2018-051689, Superior Court of the State of Arizona, Maricopa County) for Conversion, Implied/Quasi Contract and Quantum Meruit, Unjust Enrichment, Tortious Interference with Business Expectancy/Prospective Business Relations, and Lost Profits. The basis for our lawsuit was that EZ Interlock an authorized installer of ours in the State of Arizona, was a customer of BDI Interlock, LLC, one of our distributors, and EZ Interlock was installing our BDI-747/1 devices for customers in Arizona and collecting fees from such customers, but stopped remitting payment to BDI Interlock, LLC, which, in turn, was unable to remit funds to us. We filed the lawsuit to have EZ Interlock stop installing our devices, return our devices in its possession, and pay the amounts owed to BDI Interlock and us for the customers paying EZ Interlock for our devices. EZ Interlock filed an Answer and Counterclaim on July 23, 2018. Shortly after filing our Complaint, the Court granted our request for a Temporary Restraining Order and Preliminary Injunction from continuing to install devices and return the devices in its possession. On February 7, 2019, our new management elected to dismiss the lawsuit, without prejudice, based on their opinion that our chances of recovering money from EZ Interlock was slim compared to amount that would be necessary to fund the litigation. We received most of our devices back from EZ Interlock. No discovery was conducted during the litigation.

 

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

 

ITEM 1A Risk Factors

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

 

During the three months ended June 30, 2018, we issued the following unregistered securities:

 

During the quarter ended June 30, 2018, we issued an aggregate of 1,653,383 shares of our common stock to 23 non-affiliated investors in exchange for $204,205. These shares were issued pursuant to stock purchase agreements and were issued with a standard restrictive legend. In connection with these share issuances we also issued warrants to acquire an aggregate of 415,410 shares of our common stock, with exercise prices ranging from $0.10 to $1.00 per share and that expire either three or four years from the date of grant. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact the investors are sophisticated investors, known to our management and familiar with our operations.

 

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During the quarter ended June 30, 2018, we issued 26,000 shares of our common stock to one person for services rendered to the company. The shares were valued at $5,200. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact the investors are sophisticated investors, known to our management and familiar with our operations.

 

During the quarter ended June 30, 2018, we issued 32,812 shares of our common stock for the conversion of $5,083 in debt. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact the investor is a sophisticated investor, known to our management and familiar with our operations.

 

As of June 30, 2018, we were obligated to issue 373,755 shares of our common stock to Doheny Group, LLC, pursuant to the anti-dilution rights they have with us, but have not yet issued the shares. These shares will be issued with a standard restrictive legend. The issuances of the shares to The Doheny Group, LLC, were and will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact the purchaser is a sophisticated investor, known to our management and familiar with our operations.

 

ITEM 3 Defaults Upon Senior Securities

 

There have been no events which are required to be reported under this Item.

 

ITEM 4 Mine Safety Disclosures

 

There have been no events which are required to be reported under this Item.

 

ITEM 5 Other Information

 

There have been no events which are required to be reported under this Item.

 

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ITEM 6 Exhibits

 

Item No.   Description
     
3.1 (1)   Certificate of Incorporation of Jam Run Acquisition Corporation dated June 28, 2013
     
3.2 (17)   Articles of Amendment to Articles of Incorporation to Jam Run Acquisition Corporation dated February 6, 2014 (changing corporate name to Blow & Drive Interlock Corporation)
     
3.3 (1)   Bylaws of Jam Run Acquisition Corporation (now Blow & Drive Interlock Corporation) dated June 2013
     
10.1 (2)   Agreement between Tiber Creek Corporation and Laurence Wainer dated January 25, 2014
     
10.2 (2)   Promissory Note between the Company and Laurence Wainer dated February 16, 2014
     
10.3 (3)   Lease Agreement by and between Marsel Plaza LLC and Laurence Wainer and Blow and Drive Interlock Corporation dated January 21, 2015
     
10.4 (4)   Exclusive Distributorship Agreement with Theenk Inc. dated August 21, 2015
     
10.5 (4)   Exclusive Distributorship Agreement with Jay Lopez dated July 24, 2015
     
10.6 (4)   Independent Contractor Agreement with Laurence Wainer dated September 11, 2015
     
10.7 (5)   Exclusive Distributorship Agreement with Stephen Ferraro dated November 9, 2015
     
10.4 (6)   Supply Agreement by and between BDI Manufacturing, Inc., an Arizona corporation, and C4 Development Ltd. dated June 29, 2015
     
10.5 (7)   Securities Purchase Agreement with David Stuart Petlak entered into on November 19, 2015
     
10.6 (7)   Convertible Promissory Note issued to David Stuart Petlak dated November 19, 2015
     
10.7 (7)   Common Stock Warrant issued to David Stuart Petlak dated November 19, 2015
     
10.8 (8)   Exclusive Distributorship Agreement with dba Blow & Drive Houston dated January 11, 2016
     
10.9 (9)   Secured Promissory Note and Agreement with Ira Silver dated January 20, 2016
     
10.10 (9)   Secured Promissory Note and Agreement with Chaim K. Wainer dated October 29, 2015
     
10.11 (10)   Securities Purchase Agreement with Dr. Oren Azulay dated March 30, 2016
     
10.12 (10)   Common Stock Purchase Agreement with Gustavo Arceo dated April 2016
     
10.13 (10)   Common Stock Purchase Agreement with LGL LLC dated May 6, 2016
     
10.14 (11)   Loan and Security Agreement with Doheny Group, LLC dated September 30, 2016
     
10.15 (11)   Phase 1 Loan Agreement with Doheny Group, LLC dated September 30, 2016
     
10.16 (11)   Royalty Agreement with Doheny Group, LLC dated September 30, 2016
     
10.17 (11)   Common Stock Purchase Agreement with Doheny Group, LLC dated September 30, 2016

 

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10.18 (11)   Agreement with Abraham Summers and Gnossis International, LLC dated November 15, 2016
     
10.19 (12)   Termination of Services Agreement by and between Blow & Drive Interlock Corporation, Abraham Summers and Gnosiis International, LLC dated June 19, 2017
     
10.20 (13)   Amendment No. 1 to Debt Conversion and Series A Preferred Stock Purchase Agreement dated May 17, 2017
     
10.21 (13)   Amendment No. 1 to Loan and Security Agreement with Doheny Group, LLC dated June 3, 2017
     
10.22 (13)   Amendment No. 1 to Royalty Agreement with Doheny Group, LLC dated June 3, 2017
     
10.23 (14)   Form of Securities Purchase Agreement
     
10.24 (14)   Settlement Agreement by and between Blow & Drive Interlock Corporation and J C Lopez/BDI Interlock, LLC dated January 21, 2018 (memorializing oral agreement between the parties dated March 31, 2018)
     
10.25 (15)   Agreement to Purchase Common and Preferred Stock dated December 31, 2018
     
10.26 (16)   Debt Conversion and Series A Preferred Stock Purchase Agreement by and between Blow & Drive Interlock Corporation and Laurence Wainer dated March 7, 2017
     
31.1   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
     
31.2   Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith).
     
32.1   Section 1350 Certification of Chief Executive Officer (filed herewith).
     
32.2   Section 1350 Certification of Chief Accounting Officer (filed herewith).

 

101.INS **   XBRL Instance Document
     
101.SCH **   XBRL Taxonomy Extension Schema Document
     
101.CAL **   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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  (1) Incorporated by reference from our Registration Statement on Form 10, filed with the Commission on September 30, 2013.
     
  (2) Incorporated by reference from our Registration Statement on Form S-1, filed with the Commission on July 24, 2014.