| Restatements |
Below are the restated December
31, 2016 financial statements. The original December 31, 2016 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.
Consolidated Balance Sheet
| |
|
December 31, 2016 as filed |
|
|
Restatement adjustment |
|
|
Restated December 31, 2016 |
|
| |
|
|
|
|
|
|
|
|
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash |
|
$ |
116,309 |
|
|
|
|
|
|
$ |
116,309 |
|
| Accounts receivable, net |
|
|
51,241 |
|
|
|
|
|
|
|
51,241 |
|
| Prepaid Expenses |
|
|
2,361 |
|
|
|
|
|
|
|
2,361 |
|
| Inventories |
|
|
10,650 |
|
|
|
|
|
|
|
10,650 |
|
| Total Current Assets |
|
|
180,561 |
|
|
|
- |
|
|
|
180,561 |
|
| Other Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Deposits |
|
|
256,254 |
|
|
|
|
|
|
|
256,254 |
|
| Furniture and equipment |
|
|
356,346 |
|
|
|
|
|
|
|
356,346 |
|
| Total Assets |
|
$ |
793,161 |
|
|
$ |
- |
|
|
$ |
793,161 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable |
|
$ |
28,250 |
|
|
|
|
|
|
$ |
28,250 |
|
| Accrued expenses |
|
|
68,795 |
|
|
|
|
|
|
|
68,795 |
|
| Accrued interest |
|
|
10,110 |
|
|
|
|
|
|
|
10,110 |
|
| Income taxes payable |
|
|
5,700 |
|
|
|
|
|
|
|
5,700 |
|
| Deferred revenue |
|
|
106,331 |
|
|
|
56,000 |
|
|
|
162,331 |
|
| Derivative liability |
|
|
73,556 |
|
|
|
|
|
|
|
73,556 |
|
| Notes payable, net of debt discount of $15, 018 and $0 at December 31, 2016 and 2015, respectively |
|
|
125,351 |
|
|
|
|
|
|
|
125,351 |
|
| Notes payable - related party, current portion |
|
|
49,396 |
|
|
|
|
|
|
|
49,396 |
|
| Convertible notes payable, net of debt discount of $23,724 and $0 at December 31, 2016 and 2015, respectively |
|
|
33,775 |
|
|
|
|
|
|
|
33,775 |
|
| Royalty notes payable, net of debt discount of $87,036 and $0 at December 31, 2016 and 2015, respectively |
|
|
29,742 |
|
|
|
|
|
|
|
29,742 |
|
| Total Current Liabilities |
|
|
531,006 |
|
|
|
56,000 |
|
|
|
587,006 |
|
| Long term liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Notes payable, net of debt discount of $32,292 and $0 at December 31, 2016 and 2015, respectively |
|
|
17,708 |
|
|
|
|
|
|
|
17,708 |
|
| Notes payable - related party, net of debt discount of $0 and $52,386 at December 31, 2016 and 2015, respectively |
|
|
48,353 |
|
|
|
|
|
|
|
48,353 |
|
| Convertible notes payable, net of current portion and discount |
|
|
- |
|
|
|
|
|
|
|
- |
|
| Royalty notes payable, net of debt discount of $574,294 and $0 at December 31, 2016 and 2015, respectively |
|
|
8,778 |
|
|
|
|
|
|
|
8,778 |
|
| Accrued royalties payable |
|
|
121,967 |
|
|
|
|
|
|
|
121,967 |
|
| Total Liabilities |
|
|
727,812 |
|
|
|
56,000 |
|
|
|
783,812 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 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, 19,575,605 and |
|
|
|
|
|
|
|
|
|
|
|
|
| 15,006,750 shares issued or issuable at December 31, 2016 and December 31, 2015, respectively. |
|
|
1,958 |
|
|
|
|
|
|
|
1,958 |
|
| Additional paid-in capital |
|
|
1,594,721 |
|
|
|
|
|
|
|
1,594,721 |
|
| Accumulated deficit |
|
|
(1,531,330 |
) |
|
|
(56,000 |
) |
|
|
(1,587,330 |
) |
| Total Stockholder’s Equity (Deficit) |
|
|
65,349 |
|
|
|
(56,000 |
) |
|
|
9,349 |
|
| Total Liabilities and Stockholders’ Equity (Deficit) |
|
$ |
793,161 |
|
|
$ |
- |
|
|
$ |
793,161 |
|
Consolidated Statements of Operations
| |
|
Years Ended December 31. |
|
| |
|
2016 as filed |
|
|
Restatement adjustment |
|
|
Restated 2016 |
|
| Monitoring revenue |
|
$ |
212,128 |
|
|
|
|
|
|
$ |
212,128 |
|
| Distributorship revenue |
|
|
147,637 |
|
|
|
(56,000 |
) |
|
|
91,637 |
|
| Total revenue |
|
|
359,765 |
|
|
|
(56,000 |
) |
|
|
303,765 |
|
| Monitoring cost of revenue |
|
|
38,276 |
|
|
|
|
|
|
|
38,276 |
|
| Distributorship cost of revenue |
|
|
2,892 |
|
|
|
|
|
|
|
2,892 |
|
| Total cost of revenue |
|
|
41,168 |
|
|
|
- |
|
|
|
41,168 |
|
| Gross profit |
|
|
318,597 |
|
|
|
(56,000 |
) |
|
|
262,597 |
|
| Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| Payroll |
|
|
147,231 |
|
|
|
|
|
|
|
147,231 |
|
| Professional fees |
|
|
92,705 |
|
|
|
|
|
|
|
92,705 |
|
| General and administrative expenses |
|
|
458,351 |
|
|
|
|
|
|
|
458,351 |
|
| Research and development |
|
|
- |
|
|
|
|
|
|
|
- |
|
| Depreciation |
|
|
65,449 |
|
|
|
|
|
|
|
65,449 |
|
| Impairment of asset |
|
|
- |
|
|
|
|
|
|
|
- |
|
| Total operating expenses |
|
|
763,736 |
|
|
|
- |
|
|
|
763,736 |
|
| Loss from operations |
|
|
(445,139 |
) |
|
|
(56,000 |
) |
|
|
(501,139 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
|
|
(214,708 |
) |
|
|
|
|
|
|
(214,708 |
) |
| Change in fair value of derivative liability |
|
|
(22,231 |
) |
|
|
|
|
|
|
(22,231 |
) |
| Gain (loss) on extinguishment of debt |
|
|
(116,541 |
) |
|
|
|
|
|
|
(116,541 |
) |
| Total other income (expense) |
|
|
(353,480 |
) |
|
|
- |
|
|
|
(353,480 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Loss before provision for income taxes |
|
|
(798,619 |
) |
|
|
(56,000 |
) |
|
|
(854,619 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Provision for income taxes |
|
|
1,600 |
|
|
|
|
|
|
|
1,600 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(800,219 |
) |
|
$ |
(56,000 |
) |
|
$ |
(856,219 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted loss per common share |
|
$ |
(0.05 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.06 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of common shares outstanding - basic and diluted |
|
|
16,478,128 |
|
|
|
|
|
|
|
16,478,128 |
|
Consolidated Statement of Cash Flows
| |
|
Twelve months ended December 31, 2016 |
|
| |
|
2016 as filed |
|
|
Restatement adjustment |
|
|
Restated 2016 |
|
| Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(800,219 |
) |
|
$ |
(56,000 |
) |
|
$ |
(856,219 |
) |
| Adjustments to reconcile from net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
|
65,449 |
|
|
|
|
|
|
|
65,449 |
|
| Shares issued for services |
|
|
236,933 |
|
|
|
|
|
|
|
236,933 |
|
| Loss on extinguishment of debt |
|
|
116,541 |
|
|
|
|
|
|
|
116,541 |
|
| Amortization of debt discount |
|
|
158,665 |
|
|
|
|
|
|
|
158,665 |
|
| Change in fair value of derivative liability |
|
|
22,231 |
|
|
|
|
|
|
|
22,231 |
|
| Impairment of asset |
|
|
- |
|
|
|
|
|
|
|
- |
|
| Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
(49,650 |
) |
|
|
|
|
|
|
(49,650 |
) |
| Prepaid expenses |
|
|
212 |
|
|
|
|
|
|
|
212 |
|
| Inventories |
|
|
(285 |
) |
|
|
|
|
|
|
(285 |
) |
| Deposits |
|
|
(250,029 |
) |
|
|
|
|
|
|
(250,029 |
) |
| Accounts payable |
|
|
17,883 |
|
|
|
|
|
|
|
17,883 |
|
| Accrued expenses |
|
|
14,914 |
|
|
|
|
|
|
|
14,914 |
|
| Accrued interest |
|
|
8,110 |
|
|
|
|
|
|
|
8,110 |
|
| Income taxes payable |
|
|
1,600 |
|
|
|
|
|
|
|
1,600 |
|
| Deferred revenue |
|
|
24,657 |
|
|
|
56,000 |
|
|
|
80,657 |
|
| Accrued royalties payable |
|
|
1,967 |
|
|
|
|
|
|
|
1,967 |
|
| Net cash used in operating activities |
|
|
(431,021 |
) |
|
|
- |
|
|
|
(431,021 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase of property and equipment |
|
|
(376,148 |
) |
|
|
|
|
|
|
(376,148 |
) |
| Net cash used in investing activities |
|
|
(376,148 |
) |
|
|
- |
|
|
|
(376,148 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from notes payable |
|
|
876,200 |
|
|
|
|
|
|
|
876,200 |
|
| Repayments of notes payable |
|
|
(149,325 |
) |
|
|
|
|
|
|
(149,325 |
) |
| Proceeds from issuance of common stock |
|
|
187,500 |
|
|
|
|
|
|
|
187,500 |
|
| Shareholder contributions |
|
|
- |
|
|
|
|
|
|
|
- |
|
| Net cash provided by financing activities |
|
|
914,375 |
|
|
|
- |
|
|
|
914,375 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net increase (decrease) in cash |
|
|
107,206 |
|
|
|
- |
|
|
|
107,206 |
|
| Cash, beginning of period |
|
|
9,103 |
|
|
|
|
|
|
|
9,103 |
|
| Cash, end of period |
|
$ |
116,309 |
|
|
$ |
- |
|
|
$ |
116,309 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Supplemental disclosure of cash information: |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest |
|
$ |
48,032 |
|
|
|
|
|
|
$ |
48,032 |
|
| Income taxes |
|
$ |
- |
|
|
|
|
|
|
$ |
- |
|
| Supplemental disclosure of non-cash investing and financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock issued for services |
|
$ |
236,933 |
|
|
|
|
|
|
$ |
236,933 |
|
| Establishment of debt discount for royalty notes |
|
$ |
120,000 |
|
|
|
|
|
|
$ |
120,000 |
|
Consolidated Statement of Shareholders’
Equity (Deficit) (restated)
| |
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated |
|
|
Restatement |
|
|
Restated Accumulated Deficit |
|
|
Total Stockholders’ Equity (Deficit) |
|
| |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
adjustment |
|
|
(restated) |
|
|
(restated) |
|
| Balance December 31, 2014 |
|
|
14,852,500 |
|
|
$ |
1,485 |
|
|
$ |
305,671 |
|
|
$ |
(225,669 |
) |
|
|
|
|
|
|
|
|
|
$ |
307,156 |
|
| Shares issued for cash |
|
|
154,250 |
|
|
|
15 |
|
|
|
84,985 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
85,000 |
|
| Warrants issued |
|
|
- |
|
|
|
- |
|
|
|
18,656 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
18,656 |
|
| Shareholders contributions |
|
|
- |
|
|
|
- |
|
|
|
29,235 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
29,235 |
|
| Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(505,442 |
) |
|
|
|
|
|
|
|
|
|
|
- |
|
| Balance December 31, 2015 |
|
|
15,006,750 |
|
|
|
1,500 |
|
|
|
438,547 |
|
|
|
(731,111 |
) |
|
|
|
|
|
|
(731,111 |
) |
|
|
(291,064 |
) |
| Shares issued for services |
|
|
667,517 |
|
|
|
67 |
|
|
|
236,866 |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
236,933 |
|
| Shares issued for cash |
|
|
1,273,576 |
|
|
|
127 |
|
|
|
187,373 |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
187,500 |
|
| Shares issued related to debt |
|
|
2,531,485 |
|
|
|
254 |
|
|
|
731,945 |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
732,199 |
|
| Shares issued related to anti-dilution |
|
|
96,277 |
|
|
|
10 |
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(800,219 |
) |
|
|
(56,000 |
) |
|
|
(856,219 |
) |
|
|
(856,219 |
) |
| Balance December 31, 2016 |
|
|
19,575,605 |
|
|
$ |
1,958 |
|
|
$ |
1,594,721 |
|
|
$ |
(1,531,330 |
) |
|
$ |
(56,000 |
) |
|
$ |
(1,587,330 |
) |
|
$ |
9,349 |
|
|