10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2022

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number: 000-26533

MASTERMIND, INC.

(Exact name of registrant as specified in its charter)

Nevada	82-3807447
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1450 W. Peachtree St. NW, Atlanta, Georgia	30309
(Address of principal executive offices)	(Zip Code)

(678) 420-4000 

(Registrant’s telephone number, including area code) 

Securities registered pursuant to Section 12(b) of the Act: None

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period 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 ☒

As of May 23, 2022, there were 34,505,520 shares of the registrant’s Common Stock outstanding.

Mastermind, Inc.

Table of Contents

Form 10-Q

		Page
Part I	Financial Information
Item 1	Consolidated Financial Statements (unaudited)
	Consolidated Balance Sheets at March 31, 2022 and September 30, 2021 (Unaudited)	3
	Consolidated Statements of Operations for the three and six months ended March 31, 2022 and 2021 (Unaudited)	4
	Consolidated Statements of Stockholders’ Equity for the three and six months ended March 31, 2022 and 2021 (Unaudited)	5
	Consolidated Statements of Cash Flows for the six months ended March 31, 2022 and 2021 (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4	Controls and Procedures	15
Part II	Other Information
Item 1	Legal Proceedings	16
Item 1A	Risk Factors	16
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3	Defaults Upon Senior Securities	16
Item 4	Mine Safety Disclosures	16
Item 5	Other Information	16
Item 6	Exhibits	16
Signatures		17

2

Mastermind, Inc.

Consolidated Balance Sheets

(Unaudited)

	March 31,		September 30,
	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,504,822	$	1,075,188
Accounts receivable		666,697		1,261,183
Unbilled receivables		15,026		-
Prepaid expenses and other current assets		124,907		31,266
Income tax receivable		104,737		77,477
Total current assets		2,416,189		2,445,114
Right-of-use asset, net		208,699		262,097
Property and equipment, net		50,222		59,495
Total assets	$	2,675,110	$	2,766,706
LIABILITY AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	68,222	$	157,994
Accounts payable and accrued expenses, related party		-		100,000
Unearned revenues		54,985		59,326
Lease obligation, current		111,293		108,281
Total current liabilities		234,500		425,601
Lease obligation, net of current portion		97,406		153,816
Deferred tax liabilities		199,409		168,174
Total liabilities		531,315		747,591
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding		-		-
Common stock, $0.001 par value, 125,000,000 shares authorized, 34,505,520 shares issued and outstanding		34,506		34,506
Common stock to be issued; 225,000 and 135,000 shares as of March 31, 2022 and September 30, 2021, respectively		225		135
Additional paid in capital		85,140		76,230
Retained earnings		2,023,924		1,908,244
Total stockholders’ equity		2,143,795		2,019,115
Total liabilities and stockholders’ equity	$	2,675,110	$	2,766,706

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

3

Mastermind, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three months ended March 31,					Six Months Ended March 31,
	2022			2021		2022		2021
Revenues	$	1,077,918		$	932,753	$	1,935,032	$	2,009,912
Cost of revenues		401,038			303,900		724,695		869,202
Gross Profit		676,880			628,853		1,210,337		1,140,710
Operating Expenses:
General and administrative		620,745			579,937		1,091,991		1,085,295
Total operating expenses		620,745			579,937		1,091,991		1,085,295
Income from operations		56,135			48,916		118,346		55,415
Other Income:
Interest income		702			195		1,309		588
Total other income		702			195		1,309		588
Income before provision for income taxes		56,837			49,111		119,655		56,003
Provision (benefit) for income taxes		(12,408	)		12,988		3,975		15,141
Net Income	$	69,245		$	36,123	$	115,680	$	40,862
Net income per common share:
Basic	$	0.00		$	0.00	$	0.00	$	0.00
Diluted	$	0.00		$	0.00	$	0.00	$	0.00
Weighted average common shares outstanding:
Basic		34,505,520			34,477,298		34,505,520		34,170,575
Diluted		34,505,520			33,477,298		34,505,520		34,170,575

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

4

Mastermind, Inc.

Consolidated Statements of Stockholders' Equity

Three and Six Months Ended March 31, 2022 and 2021

(Unaudited)

	Common Stock				Common Stock to be Issued				Additional Paid in		Retained		Total
	Shares		Amount		Shares		Amount		Capital		Earnings		Equity
Balance at September 30, 2021		34,505,520	$	34,506		135,000	$	135	$	76,230	$	1,908,244	$	2,019,115
Common stock to be issued for services		-		-		45,000		45		4,455		-		4,500
Net income		-		-		-		-		-		46,435		46,435
Balance at December 31, 2021		34,505,520		34,506		180,000		180		80,685		1,954,679		2,070,050
Common stock to be issued for services		-		-		45,000		45		4,455		-		4,500
Net income		-		-		-		-		-		69,245		69,245
Balance at March 31, 2022		34,505,520	$	34,506		225,000	$	225	$	85,140	$	2,023,924	$	2,143,795
Balance at September 30, 2020		33,870,520	$	33,871		-	$	-	$	-	$	1,140,976	$	1,174,847
Net income		-		-		-		-		-		4,739		4,739
Balance at December 31, 2020		33,870,520		33,871		-		-		-		1,145,715		1,179,586
Shares of common stock issued and to be issued for services		635,000		635		45,000		45		67,320		-		68,000
Net income		-		-		-		-		-		36,123		36,123
Balance at March 31, 2021		34,505,520	$	34,506		45,000	$	45	$	67,320	$	1,181,838	$	1,283,709

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

5

Mastermind, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended March 31,
	2022			2021
Cash flows from operating activities:
Net income	$	115,680		$	40,862
Adjustments to reconcile net income to net cash flows from operating activities:
Stock compensation expense		9,000			65,500
Depreciation		11,037			11,057
Deferred tax		31,235			15,141
Changes in operating assets and liabilities:
Accounts receivable		594,486			267,615
Unbilled receivables		(15,026	)		(637,878	)
Income tax receivable		(27,260	)		-
Prepaid expenses and other current assets		(93,641	)		26,061
Accounts payable and accrued expenses		(89,772	)		(35,120	)
Accounts payable and accrued expenses, related party		(100,000	)		-
Unearned revenues		(4,341	)		(82,450	)
Net cash flows provided by (used in) operating activities		431,398			(329,212	)
Cash flows from investing activities:
Purchases of property and equipment		(1,764	)		(7,166	)
Net cash flows used in investing activities		(1,764	)		(7,166	)
Net change in cash and cash equivalents		429,634			(336,378	)
Cash and cash equivalents at beginning of period		1,075,188			807,262
Cash and cash equivalents at end of period	$	1,504,822		$	470,884
Supplemental disclosure of cash flow information:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

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

6

Mastermind, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1. Business

Mastermind, Inc. (the “Company”, “we”, “us”, or the “organization”) is an involvement marketing service agency that designs, creates and develops branding and marketing campaigns, primarily for large corporate clients with well-known brands. We specialize in customer conversion initiatives that we believe facilitate the involvement of more of the “right customers” with the brands of our clients. We focus on converting prospects to customers. Our programs can take on various forms, including creating and managing content marketing, influencer marketing, social marketing/community management, digital issues management promotions, Augmented Reality Marketing, and UX Analytics & Digital Intelligence.

2. Interim Financial Statements and Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information pursuant to Rule 8-03 of Regulation S-X. Accordingly, these unaudited consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments), which we consider necessary, for a fair presentation of those financial statements. The results of operations for the three and six months ended March 31, 2022 and cash flows for the six months ended March 31, 2022, may not necessarily be indicative of results that may be expected for any succeeding period or for the entire fiscal year. These consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K as of and for the fiscal years ended September 30, 2021 and 2020 as filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an ongoing basis, and that affect the amounts reported in our unaudited financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to revenue recognition, allowance for doubtful accounts, useful lives and valuation of property and equipment.

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There have been no material changes in the Company’s significant accounting policies during the three and six months ended March 31, 2022, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021.

The pandemic related to the coronavirus (COVID-19) could adversely impact our future results, especially if our customers are negatively impacted by the decrease in economic activity caused by the virus. If our customers fail to reach budgeted revenue projections and reduce their expenditures proportionally, we could experience lower than expected growth in revenue or lower overall revenue. We could also experience delays or declines in revenue and new business and or implementations of marketing campaigns if customers or potential customers delay or cancel their plans due to the economic slowdown caused by the virus. Additionally, our operations could be impacted, and we could experience higher costs if, despite our mitigation and prevention efforts, the virus spread prevents affected employees from performing key duties.

3. Related Party Transactions

On January 3, 2012, we entered into a perpetual license agreement (the “Perpetual License”) with Mastermind Marketing, Inc. (the “Licensor”), which provides for licenses of trademarks, internet domains, and certain intellectual property as defined in the Perpetual License. The Licensor is one of our members and its chief executive officer is also our chief executive officer. The Perpetual License, which may be terminated at any time by either party, is effective January 3, 2012 and provides for aggregate payments of $2,100,000 over the calendar years from 2019 through 2039 with no further payments required after December 31, 2039. The Company has recorded expenses related to the license of $15,000 and $30,000 for the three and six months ended March 31, 2022, respectively, and $15,000 and 30,000 for the three and six months ended March 31, 2021, respectively.

On January 3, 2014, we entered into a commercial lease agreement (the “Lease”) with 1450 West Peachtree, LLC, a Georgia limited liability company (the “Landlord”), for the lease of our corporate facility in Atlanta, Georgia. The manager of the Landlord is also our chief executive officer. The term of the lease is 10 years from the date of the agreement and provides for monthly rent and payment of operating expenses on a triple-net basis. The monthly rent terms of the lease have been altered by the landlord due to another tenant occupying space the Company verbally agreed to allow the landlord to remove from the space available to the Company. During the three and six months ended March 31, 2022, we made lease payments of $30,000 and $60,000, respectively, and $30,000 and $60,000 for the three and six months ended March 31, 2021, respectively, in satisfaction of our obligation pursuant to the Lease.

During the three and six months ended March 31, 2022, and 2021, we made payments to our three members pursuant to the terms of our operating agreement, as amended, for services rendered to us. The Company recorded expenses to our three members during the three and six months ended March 31, 2022, aggregating $251,725 and $401,950, respectively, and for the three and six months ended March 31, 2021, aggregate expenses were $150,225 and $300,450, respectively. As of September 30, 2021, we owed $100,000 to our three majority stockholders for consulting services which is included in accounts payable and accrued expenses, related parties on the consolidated balance sheets herein. During the six months ended March 31, 2022, the $100,000 was paid, and as of March 31, 2022, there were no amounts due.

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4. Property and Equipment

Property and equipment consist of the following:

	March 31,			September 30,
	2022			2021
Furniture, fixtures and office equipment	$	147,751		$	145,987
Leasehold improvements		73,795			73,795
Property and equipment, gross		221,546			219,782
Less: accumulated depreciation		(171,324	)		(160,287	)
Property and equipment, net	$	50,222		$	59,495

Depreciation expense for the three and six months ended March 31, 2022 was $5,519 and $11,037, respectively, and was $5,190 and $11,057 for the three and six months ended March 31, 2021, respectively.

5. Licensing Agreements

On January 3, 2012, we entered into a perpetual license agreement (the “Perpetual License”) with Mastermind Marketing, Inc. (the “Licensor”), which provides for licenses of trademarks, internet domains, and certain intellectual property as defined in the Perpetual License. The Licensor is one of our members and its chief executive officer is also our chief executive officer. The Perpetual License, which may be terminated at any time by either party, is effective January 3, 2012 and provides for aggregate payments of $2,100,000 over the calendar years from 2019 through 2039 with no further payments required after December 31, 2039. The Company has recorded expenses of $15,000 and $15,000 for the three months ended March 31, 2022, and 2021, respectively, and $30,000 and $30,000 for the six months ended March 31, 2022 and 2021, respectively.

In consideration for the Perpetual License, we agreed to pay the following fees through fiscal year 2040 (calendar year 2039):

Fiscal Years Ending September 30,	Amount
2022	$	60,000
2023		60,000
2024		60,000
2025		60,000
2026		120,000
Thereafter		1,560,000
	$	1,920,000

6. Commitments and Contingencies

On January 3, 2014, we entered into a commercial lease agreement (the “Lease”) with 1450 West Peachtree, LLC, a Georgia limited liability company (the “Landlord”), for the lease of our corporate facility in Atlanta, Georgia. The manager of the Landlord is also our chief executive officer. The term of the lease is 10 years from the date of the agreement and provides for monthly rent and payment of operating expenses on a triple-net basis. The monthly rent terms of the lease have been altered by the landlord due to another tenant occupying space the Company verbally agreed to allow the landlord to remove from the space available to the Company. During the three and six months ended March 31, 2022, we made lease payments of $30,000 and $60,000, respectively, and $30,000 and $60,000 for the three and six months ended March 31, 2021, respectively, in satisfaction of our obligation pursuant to the Lease.

The Lease provides for the following total lease commitments pursuant to the Lease and we have also provided our expected portion of the lease commitments based on the updated verbal agreement with the landlord:

Fiscal Years Ending September 30,	Total Lease Commitment		Expected Lease Commitment
2022	$	183,000	$	60,000
2023		384,000		120,000
2024		97,500		30,000
	$	664,500	$	210,000

9

On February 11, 2022, a Complaint and Demand for Jury Trial (the “Complaint”) was filed by a plaintiff (the “Plaintiff”) in the United States District Court for the Eastern District of Pennsylvania. The Complaint named Mastermind, Inc. (“the Company”) and Daniel Dodson, the Company’s Chief Executive Officer, (the “CEO”). The Company and the CEO are collectively referred to herein as “Defendants”. The Complaint includes alleged breach of contract and alleged breach of implied contract by the Defendants related to the Plaintiff’s allegations that he was entitled to 3,000,000 shares of common stock of the Company from the reverse merger transaction completed on February 14, 2018. The Defendants will contest the complaint and believe they will prevail.

Other than the above we are not a party to any legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material effect on our financial position or results of operations.

7. Income Taxes

Prior to February 14, 2018, the effective date of the Business Combination, no provision for income taxes was made since we were treated as a partnership for income tax purposes and the income or loss was passed through to our members.

We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

There were no unrecognized material tax benefits at March 31, 2022, and September 30, 2021. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the periods presented. We have determined we have no uncertain tax positions.

Tax returns are subject to examination by the federal and state taxing authorities for generally three years after filed. There are no income tax examinations currently in process.

The Company files it’s income tax returns on the cash basis of accounting utilizing a December 31 tax year end. Deferred tax assets relating to current liabilities result from accounts payable and accrued expenses which are not currently deductible for tax purposes. Deferred tax liabilities relating to current assets result from accounts receivables and prepaid expenses which are not currently recognized as income for tax reporting purposes.

As of March 31, 2022, the Company has approximately $23,000 of net operating loss carryforwards that are available to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing.

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8. Stockholders’ Equity

Preferred Stock

As of March 31, 2022, and September 30, 2021, we were authorized to issue a total 1,000,000 shares of preferred stock. There were no shares of Preferred Stock issued or outstanding as of March 31, 2022 and September 30, 2021.

Common Stock

As of March 31, 2022, and September 30, 2021, we were authorized to issue a total of 125,000,000 shares of common stock. As of March 31, 2022, and September 30, 2021, there were 34,505,520 shares of common stock issued and outstanding, respectively.

Dividends

During the three and six months ended March 31, 2022 and 2021, there were no dividends declared or paid.

Common Stock Options

As of March 31, 2022, and September 30, 2021, there were fully-vested, non-qualified stock options exercisable by our former chief executive officer and sole director into 525,667 shares of our common stock at an exercise price of $0.15 per share. There were no stock options exercised or issued during the three and six months ended March 31, 2022 and 2021.

A 2018 Equity Incentive Plan consisting of four million (4,000,000) shares of Common Stock was also adopted by written consent of holders of 85% of the voting securities. No options or shares have been issued under this plan as of March 31, 2022 and September 30, 2021.

9. Concentration of Credit Risk and Major Customers

For the three months ended March 31, 2022, three clients represented approximately 34%,  28% and 11%, respectively, of our total revenues. For the six months ended March 31, 2022, five customers represented approximately 19%, 19%  14%, 12% and 11%, respectively, of our total revenues. As of March 31, 2022, two customers represented approximately 62% and 29%, respectively of our outstanding accounts receivable.

For the three months ended March 31, 2021, six clients represented approximately 17%, 17%, 15%,  15%, 11% and 11%, respectively, of our total revenues. For the six months ended March 31, 2021, three customers represented approximately 23%, 14% and 11%, respectively, of our total revenues.

10. Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no such events that warrant disclosure or recognition in the consolidated financial statements presented herein.

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

Forward-Looking Statements

This quarterly report on Form 10-Q contains certain statements that are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or using other similar expressions.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this quarterly report on Form 10-Q. For example, we may encounter competitive, technological, financial and business challenges making it more difficult than expected to continue to develop and market our products; the market may not accept our existing and future products; we may not be able to retain our customers; we may be unable to retain existing key management personnel; and there may be other material adverse changes in our operations or business. Certain important factors affecting the forward-looking statements made herein also include, but are not limited to (i) continued downward pricing pressures in our targeted markets, (ii) the continued acquisition of our customers by certain of our competitors, and (iii) continued periods of net losses, which could require us to find additional sources of financing to fund operations, implement our financial and business strategies, meet anticipated capital expenditures and fund research and development costs. In addition, assumptions relating to budgeting, marketing, product development and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our marketing, capital expenditure or other budgets, which may in turn affect our financial position and results of operations. For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date hereof. We assume no responsibility to update any forward-looking statements as a result of new information, future events, or otherwise except as required by law. For further information, you are encouraged to review our filings with the Securities and Exchange Commission (“SEC”), including our Current Report on Form 8-K, as filed with the SEC on February 22, 2018, as amended on April 20, 2018, and risk factors as discussed therein under Item 2.01.

Overview

Mastermind, Inc. is a digital marketing agency that plans, executes and analyzes digital marketing initiatives for clients in numerous industries including Fashion, Automotive, Spirits & Beer, Business-to-business, Consumer Electronics, Banking & Financial Services, Consumer Packaged Goods, Food & Beverage, Healthcare, Home Improvement, Restaurants, Retail, Technology, and Communications. Mastermind offers a unique approach to digital and social marketing called Involvement Marketing (IM). IM is aimed at involving more people with each clients' brand in ways that inspire them to take an action (e.g.- becoming aware of the brand, trying it, purchasing more of it, and/or even becoming an advocate for the brand through social media). Mastermind's Involvement Marketing initiatives encompass any one, or combination of tactics including Content Marketing, Digital/Mobile Marketing, Influencer Marketing, Social Marketing & Community Management, Promotion Marketing, Digital/Social Issues Management, UX Analytics & Digital Intelligence, and Augmented Reality Marketing.

Mastermind has assembled a team of highly experienced, cross-functional marketing experts to develop and execute Involvement Marketing initiatives (see key executive bios below). These experts have extensive backgrounds in digital/social marketing & media, content development, influencer marketing, promotion, digital contingency communications & PR, research, strategy, creative message development, and analytics. Mastermind has also developed a disciplined approach to Involvement Marketing that ensures the right tactic(s) is employed to best achieve the objective and that it is executed flawlessly. The team is led by our senior executives described in our 10-K as of and for the fiscal year ended September 30, 2021.

Mastermind has worked with some of the widely recognized brands in in dozens of industries. While the agency does not have a client in every industry currently, its experience provides the confidence of potential major clients to consider hiring Mastermind. Mastermind works with clients on both a project-basis and ongoing services basis. Mastermind is developing innovative marketing technology initiatives with the potential to drive more interest from potential clients in the next few years.

12

Critical Accounting Policies

Our significant accounting policies are described in Note 2 to the financial statements which are included in our Annual Report on Form 10-K as of and for the fiscal years ended September 30, 2021 and 2020. Our discussion and analysis of our financial condition and results of operations are based upon these financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the past, actual results have not been materially different from our estimates. However, results may differ from these estimates under different assumptions or conditions.

Results of Operations

Three Months Ended March 31, 2022 vs. March 31, 2021

Revenues

Revenues for the three months ended March 31, 2022 were $1,077,918 as compared with $932,753 for the comparable prior year period, an increase of $145,165 or 15.6%. The increase is attributable to the timing of project work being completed, and also the revenue being recognized for direct expenses (media, influencer fees, etc.) attributable to jobs. These fluctuations in work accomplished and revenue being recognized for direct expenses are normal occurrences in our business.

Gross Profit

Gross profit for the three months ended March 31, 2022 was $676,880 or 62.8% of revenues, compared with $628,853 or 67.4% of revenues, for the comparable prior year period. The increase in gross profit dollars was a result of higher revenues, partially offset by a lower margin in the current period. The decrease in gross margin percentage is primarily a result of the Company has more projects with higher direct expenses in the three months ended March 31, 2022, compared to same period of last year. Direct cost includes expenses for media, sponsorship fees, etc.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2022 were $620,745 as compared with $579,937 for the comparable prior year period, an increase of $40,808 or 7%. The increase was primarily a result of increases in management consulting fees of $101,500, professional fees (including public company expenses) of $46,454 and other general and administrative costs of $6,383, partially offset by decreases in freelance subcontract expenses of $53,955 and stock compensation expense of $61,000.

Other Income and Expense

Other income, net for the three months ended March 31, 2022, was $702 as compared to $195 for the comparable prior year period.

Six Months Ended March 31, 2022 vs. March 31, 2021

Revenues

Revenues for the six months ended March 31, 2022, were $1,935,032 as compared with $2,009,912 for the comparable prior year period, a decrease of $74,880 or 3.7%. The decrease is attributable to the timing of project work being completed, and also the revenue being recognized for direct expenses (media, influencer fees, etc.) attributable to jobs. These fluctuations in work accomplished and revenue being recognized for direct expenses are normal occurrences in our business.

Gross Profit

Gross profit for the six months ended March 31, 2022, was $1,210,337 or 62.5% of revenues, compared with $1,140,710 or 56.8% of revenues, for the comparable prior year period. The increase in gross profit dollars was a result of higher margins in the current period. The increase in gross margin percentage is primarily a result of the Company has more projects with lower direct expenses in the six months ended March 31, 2022, compared to same period of last year. Direct cost includes expenses for media, sponsorship fees, etc.

13

General and Administrative Expenses

General and administrative expenses for the six months ended March 31, 2022, were $1,091,991 as compared with $1,085,295 for the comparable prior year period, an increase of $6,696 or 0.6%. The increase was primarily as a result of increases on management consulting fees of $101,500 and professional fees (including public company expenses) of $26,280, partially offset by decreases in freelance subcontract expenses of $60,028, stock compensation expense of $56,500 and other general and administrative costs of $4,556.

Liquidity and Capital Resources

As of March 31, 2022, we had cash of $1,504,822, an increase of $429,634 when compared with a balance of $1,075,188 as of September 30, 2021.

During the six months ended March 31, 2022, $431,398 was provided by operating activities as compared with net cash used in operating activities of $329,212 for the comparable prior year period. Our uses of cash for operating activities have primarily consisted of salaries and wages for our employees; costs incurred in connection with performance on client projects; facility and facility-related costs, material and professional fees. The sources of our cash flows from operating activities have consisted primarily of payments received from clients in connection with the performance on contractually agreed-upon projects. Net cash flows from operating activities for the current year were a result of the net income, stock compensation expense and depreciation expense and changes in current assets and liabilities of $264,446.

During the six months ended March 31, 2021, net cash used in operating activities were a result of the net income, stock compensation expense and depreciation expense offset by changes in current assets and liabilities of $461,772.

14

During the six months ended March 31, 2022, and 2021, net cash used in investing activities were $1,764 and $7,166, respectively, and were a result of the purchase of computers and office equipment.

During the six months ended March 31, 2022, and 2021, the Company did not have any cash flow activity from financing activities.

The ability to attract additional capital investments for more rapid expansion in the future will depend on many factors, including the availability of credit, rate of revenue growth, ability to acquire new client opportunities, the timing of new service product introductions and enhancements to existing services/products, and the opportunities to acquire complimentary businesses that may be made available to us from time-to-time. We believe that as of March 31, 2022, our cash position and cash flows from our operations will be sufficient to fund our working capital and planned strategic activities, excluding acquisitions, if any, for at least the next twelve months.

Any potential future sale of equity or debt securities may result in dilution to our stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, or at all. If we are required to raise additional financing, but are unable to obtain such financing, we may be required to delay, reduce the scope of, or eliminate one or more aspects of our operations or business development activities.

The pandemic related to the coronavirus could adversely impact our liquidity and capital resources, especially if our customers are negatively impacted by the decrease in economic activity caused by the virus. If our customers fail to reach budgeted revenue projections and reduce their expenditures proportionally, we could experience lower than expected growth in revenue or lower overall revenue. We could also experience delays or declines in revenue and new business and or implementations of marketing campaigns if customers or potential customers delay or cancel their plans due to the economic slowdown caused by the virus. Additionally, our operations could be impacted, and we could experience higher costs if, despite our mitigation and prevention efforts, the virus spread prevents affected employees from performing key duties.

This quarterly report on Form 10-Q contains certain statements that are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

Off-Balance Sheet Arrangements

As of March 31, 2022, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of our management, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of March 31, 2022, to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our management concluded that, as of March 31, 2022, our internal control over financial reporting was not effective due to (i) insufficient segregation of duties in the finance and accounting functions due to limited personnel; and (ii) inadequate corporate governance policies. In the future, subject to working capital limitations, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

15

Part II. Other Information

Item1. Legal Proceedings

On February 11, 2022, a Complaint and Demand for Jury Trial (the “Complaint”) was filed by a plaintiff (the “Plaintiff”) in the United States District Court for the Eastern District of Pennsylvania. The Complaint named Mastermind, Inc. (“the Company”) and Daniel Dodson, the Company’s Chief Executive Officer, (the “CEO”). The Company and the CEO are collectively referred to herein as “Defendants”. The Complaint includes alleged breach of contract and alleged breach of implied contract by the Defendants related to the Plaintiff’s allegations that he was entitled to 3,000,000 shares of common stock of the Company from the reverse merger transaction completed on February 14, 2018. The Defendants will contest the complaint and believe they will prevail.

Other than the above, we are not a party to any legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material effect on our financial position or results of operations.

Item 1A. Risk Factors

Not applicable for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed or furnished with this report:

Exhibit No.	Description
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive, Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**	Inline XBRL Instance Document
101.SCH**	Inline XBRL Taxonomy Extension Schema
101.CAL**	Inline XBRL Taxonomy Extension Calculation
101.DEF**	Inline XBRL Taxonomy Extension Definitions
101.LAB**	Inline XBRL Taxonomy Extension Label
101.PRE**	Inline XBRL Taxonomy Extension Presentation
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Included herewith

**   XBRL 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.

16

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Mastermind, Inc.
Date: May 23, 2022	By:	/s/ Daniel A. Dodson
		Daniel A. Dodson Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

17

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel A. Dodson, hereby certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Mastermind, Inc. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: May 23, 2022

/s/ Daniel A. Dodson

Daniel A. Dodson

Chief Executive Officer

(Principal Executive Officer) 

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel A. Dodson, hereby certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Mastermind, Inc. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

e. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this report is being prepared;

f. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

g. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

h. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

c. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

d. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: May 23, 2022

/s/ Daniel A. Dodson

Daniel A. Dodson

Chief Executive Officer

(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer(s) of Mastermind, Inc., a Nevada corporation (the “Company”), hereby certifies to his or her knowledge that the Company’s report on Form 10-Q for the period ended March 31, 2022, (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 23, 2022

/s/ Daniel A. Dodson

Daniel A. Dodson

Chief Executive Officer and President

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	6 Months Ended
	Mar. 31, 2022	May 23, 2022
Cover [Abstract]
Entity Registrant Name	MASTERMIND, INC.
Entity Central Index Key	0001088638
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		34,505,520
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-26533
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	82-3807447
Entity Interactive Data Current	Yes
Entity Address Address Line 1	1450 W. Peachtree St. NW
Entity Address City Or Town	Atlanta
Entity Address State Or Province	GA
Entity Address Postal Zip Code	30309
City Area Code	678
Local Phone Number	420-4000

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Sep. 30, 2021
Current assets:
Cash and cash equivalents	$ 1,504,822	$ 1,075,188
Accounts receivable	666,697	1,261,183
Unbilled receivables	15,026	0
Prepaid expenses and other current assets	124,907	31,266
Income tax receivable	104,737	77,477
Total current assets	2,416,189	2,445,114
Right-of-use asset, net	208,699	262,097
Property and equipment, net	50,222	59,495
Total assets	2,675,110	2,766,706
Current liabilities:
Accounts payable and accrued expenses	68,222	157,994
Accounts payable and accrued expenses, related party	0	100,000
Unearned revenues	54,985	59,326
Lease obligation, current	111,293	108,281
Total current liabilities	234,500	425,601
Lease obligation, net of current portion	97,406	153,816
Deferred tax liabilities	199,409	168,174
Total liabilities	531,315	747,591
Stockholders' Equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock, $0.001 par value, 125,000,000 shares authorized, 34,505,520 shares issued and outstanding	34,506	34,506
Common stock to be issued; 225,000 and 135,000 shares as of March 31, 2022, and September 30, 2021, respectively	225	135
Additional paid in capital	85,140	76,230
Retained earnings	2,023,924	1,908,244
Total stockholders' equity	2,143,795	2,019,115
Total liabilities and stockholders' equity	$ 2,675,110	$ 2,766,706

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Sep. 30, 2021
Consolidated Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	125,000,000	125,000,000
Common stock, shares issued (in shares)	34,505,520	34,505,520
Common stock, shares outstanding (in shares)	34,505,520	34,505,520
Common stock to be issue, shares (in shares)	225,000	135,000

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Consolidated Balance Sheets
Revenues	$ 1,077,918	$ 932,753	$ 1,935,032	$ 2,009,912
Cost of revenues	401,038	303,900	724,695	869,202
Gross Profit	676,880	628,853	1,210,337	1,140,710
Operating Expenses:
General and administrative	620,745	579,937	1,091,991	1,085,295
Total operating expenses	620,745	579,937	1,091,991	1,085,295
Income (loss) from operations	56,135	48,916	118,346	55,415
Other Income:
Interest income	702	195	1,309	588
Total other income	702	195	1,309	588
Net income before provision for income taxes	56,837	49,111	119,655	56,003
Provision (benefit) for income taxes	(12,408)	12,988	3,975	15,141
Net Income	$ 69,245	$ 36,123	$ 115,680	$ 40,862
Net income per common share:
Basic	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average common shares outstanding:
Basic	34,505,520	34,477,298	34,505,520	34,170,575
Diluted	34,505,520	33,477,298	34,505,520	34,170,575

XML

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Total	Common Stock [Member]	Common Stock To Be Issued	Additional Paid-In Capital	Retained Earnings
Balance, shares at Sep. 30, 2020		33,870,520
Balance, amount at Sep. 30, 2020	$ 1,174,847	$ 33,871	$ 0	$ 0	$ 1,140,976
Net income	4,739	$ 0	0	0	4,739
Balance, shares at Dec. 31, 2020		33,870,520
Balance, amount at Dec. 31, 2020	1,179,586	$ 33,871	0	0	1,145,715
Balance, shares at Sep. 30, 2020		33,870,520
Balance, amount at Sep. 30, 2020	1,174,847	$ 33,871	$ 0	0	1,140,976
Net income	40,862
Balance, shares at Mar. 31, 2021		34,505,520	45,000
Balance, amount at Mar. 31, 2021	1,283,709	$ 34,506	$ 45	67,320	1,181,838
Balance, shares at Dec. 31, 2020		33,870,520
Balance, amount at Dec. 31, 2020	1,179,586	$ 33,871	0	0	1,145,715
Net income	36,123	$ 0	$ 0	0	36,123
Shares of common stock issued and to be issued for services, shares		635,000	45,000
Shares of common stock issued and to be issued for services, amount	68,000	$ 635	$ 45	67,320	0
Balance, shares at Mar. 31, 2021		34,505,520	45,000
Balance, amount at Mar. 31, 2021	1,283,709	$ 34,506	$ 45	67,320	1,181,838
Balance, shares at Sep. 30, 2021		34,505,520	135,000
Balance, amount at Sep. 30, 2021	2,019,115	$ 34,506	$ 135	76,230	1,908,244
Net income	46,435	0	$ 0	0	46,435
Common stock to be issued for services, shares			45,000
Common stock to be issued for services, amount	4,500	$ 0	$ 45	4,455	0
Balance, shares at Dec. 31, 2021		34,505,520	180,000
Balance, amount at Dec. 31, 2021	2,070,050	$ 34,506	$ 180	80,685	1,954,679
Balance, shares at Sep. 30, 2021		34,505,520	135,000
Balance, amount at Sep. 30, 2021	2,019,115	$ 34,506	$ 135	76,230	1,908,244
Net income	115,680
Balance, shares at Mar. 31, 2022		34,505,520	225,000
Balance, amount at Mar. 31, 2022	2,143,795	$ 34,506	$ 225	85,140	2,023,924
Balance, shares at Dec. 31, 2021		34,505,520	180,000
Balance, amount at Dec. 31, 2021	2,070,050	$ 34,506	$ 180	80,685	1,954,679
Net income	69,245	0	$ 0	0	69,245
Common stock to be issued for services, shares			45,000
Common stock to be issued for services, amount	4,500	$ 0	$ 45	4,455	0
Balance, shares at Mar. 31, 2022		34,505,520	225,000
Balance, amount at Mar. 31, 2022	$ 2,143,795	$ 34,506	$ 225	$ 85,140	$ 2,023,924

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income	$ 115,680	$ 40,862
Adjustments to reconcile net income to net cash flows from operating activities:
Stock compensation expense	9,000	65,500
Depreciation	11,037	11,057
Deferred tax	31,235	15,141
Changes in operating assets and liabilities:
Accounts receivable	594,486	267,615
Unbilled receivables	(15,026)	(637,878)
Income tax receivable	(27,260)	0
Prepaid expenses and other current assets	(93,641)	26,061
Accounts payable and accrued expenses	(89,772)	(35,120)
Accounts payable and accrued expenses, related party	(100,000)	0
Unearned revenues	(4,341)	(82,450)
Net cash flows provided by (used in) operating activities	431,398	(329,212)
Cash flows from investing activities:
Purchases of property and equipment	(1,764)	(7,166)
Net cash flows used in investing activities	(1,764)	(7,166)
Net change in cash and cash equivalents	429,634	(336,378)
Cash and cash equivalents at beginning of period	1,075,188	807,262
Cash and cash equivalents at end of period	1,504,822	470,884
Supplemental disclosure of cash flow information:
Income taxes paid	0	0
Interest paid	$ 0	$ 0

XML

Business

6 Months Ended

Mar. 31, 2022

Business

Business

1. Business

Mastermind, Inc. (the “Company”, “we”, “us”, or the “organization”) is an involvement marketing service agency that designs, creates and develops branding and marketing campaigns, primarily for large corporate clients with well-known brands. We specialize in customer conversion initiatives that we believe facilitate the involvement of more of the “right customers” with the brands of our clients. We focus on converting prospects to customers. Our programs can take on various forms, including creating and managing content marketing, influencer marketing, social marketing/community management, digital issues management promotions, Augmented Reality Marketing, and UX Analytics & Digital Intelligence.

XML

Interim Financial Statements and Basis of Presentation

6 Months Ended

Mar. 31, 2022

Interim Financial Statements and Basis of Presentation

Interim Financial Statements and Basis of Presentation

2. Interim Financial Statements and Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information pursuant to Rule 8-03 of Regulation S-X. Accordingly, these unaudited consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments), which we consider necessary, for a fair presentation of those financial statements. The results of operations for the three and six months ended March 31, 2022 and cash flows for the six months ended March 31, 2022, may not necessarily be indicative of results that may be expected for any succeeding period or for the entire fiscal year. These consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K as of and for the fiscal years ended September 30, 2021 and 2020 as filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an ongoing basis, and that affect the amounts reported in our unaudited financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to revenue recognition, allowance for doubtful accounts, useful lives and valuation of property and equipment.

There have been no material changes in the Company’s significant accounting policies during the three and six months ended March 31, 2022, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021.

The pandemic related to the coronavirus (COVID-19) could adversely impact our future results, especially if our customers are negatively impacted by the decrease in economic activity caused by the virus. If our customers fail to reach budgeted revenue projections and reduce their expenditures proportionally, we could experience lower than expected growth in revenue or lower overall revenue. We could also experience delays or declines in revenue and new business and or implementations of marketing campaigns if customers or potential customers delay or cancel their plans due to the economic slowdown caused by the virus. Additionally, our operations could be impacted, and we could experience higher costs if, despite our mitigation and prevention efforts, the virus spread prevents affected employees from performing key duties.

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Related Party Transactions

6 Months Ended

Mar. 31, 2022

Related Party Transactions

Related Party Transactions

3. Related Party Transactions

On January 3, 2012, we entered into a perpetual license agreement (the “Perpetual License”) with Mastermind Marketing, Inc. (the “Licensor”), which provides for licenses of trademarks, internet domains, and certain intellectual property as defined in the Perpetual License. The Licensor is one of our members and its chief executive officer is also our chief executive officer. The Perpetual License, which may be terminated at any time by either party, is effective January 3, 2012 and provides for aggregate payments of $2,100,000 over the calendar years from 2019 through 2039 with no further payments required after December 31, 2039. The Company has recorded expenses related to the license of $15,000 and $30,000 for the three and six months ended March 31, 2022, respectively, and $15,000 and 30,000 for the three and six months ended March 31, 2021, respectively.

On January 3, 2014, we entered into a commercial lease agreement (the “Lease”) with 1450 West Peachtree, LLC, a Georgia limited liability company (the “Landlord”), for the lease of our corporate facility in Atlanta, Georgia. The manager of the Landlord is also our chief executive officer. The term of the lease is 10 years from the date of the agreement and provides for monthly rent and payment of operating expenses on a triple-net basis. The monthly rent terms of the lease have been altered by the landlord due to another tenant occupying space the Company verbally agreed to allow the landlord to remove from the space available to the Company. During the three and six months ended March 31, 2022, we made lease payments of $30,000 and $60,000, respectively, and $30,000 and $60,000 for the three and six months ended March 31, 2021, respectively, in satisfaction of our obligation pursuant to the Lease.

During the three and six months ended March 31, 2022, and 2021, we made payments to our three members pursuant to the terms of our operating agreement, as amended, for services rendered to us. The Company recorded expenses to our three members during the three and six months ended March 31, 2022, aggregating $251,725 and $401,950, respectively, and for the three and six months ended March 31, 2021, aggregate expenses were $150,225 and $300,450, respectively. As of September 30, 2021, we owed $100,000 to our three majority stockholders for consulting services which is included in accounts payable and accrued expenses, related parties on the consolidated balance sheets herein. During the six months ended March 31, 2022, the $100,000 was paid, and as of March 31, 2022, there were no amounts due.

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Property, Plant and Equipment

6 Months Ended

Mar. 31, 2022

Property, Plant and Equipment

Property, Plant and Equipment

4. Property and Equipment

Property and equipment consist of the following:

	March 31,			September 30,
	2022			2021
Furniture, fixtures and office equipment	$	147,751		$	145,987
Leasehold improvements		73,795			73,795
Property and equipment, gross		221,546			219,782
Less: accumulated depreciation		(171,324	)		(160,287	)
Property and equipment, net	$	50,222		$	59,495

Depreciation expense for the three and six months ended March 31, 2022 was $5,519 and $11,037, respectively, and was $5,190 and $11,057 for the three and six months ended March 31, 2021, respectively.

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Licensing Agreements

6 Months Ended

Mar. 31, 2022

Licensing Agreements

Licensing Agreement Commitments

5. Licensing Agreements

On January 3, 2012, we entered into a perpetual license agreement (the “Perpetual License”) with Mastermind Marketing, Inc. (the “Licensor”), which provides for licenses of trademarks, internet domains, and certain intellectual property as defined in the Perpetual License. The Licensor is one of our members and its chief executive officer is also our chief executive officer. The Perpetual License, which may be terminated at any time by either party, is effective January 3, 2012 and provides for aggregate payments of $2,100,000 over the calendar years from 2019 through 2039 with no further payments required after December 31, 2039. The Company has recorded expenses of $15,000 and $15,000 for the three months ended March 31, 2022, and 2021, respectively, and $30,000 and $30,000 for the six months ended March 31, 2022 and 2021, respectively.

In consideration for the Perpetual License, we agreed to pay the following fees through fiscal year 2040 (calendar year 2039):

Fiscal Years Ending September 30,	Amount
2022	$	60,000
2023		60,000
2024		60,000
2025		60,000
2026		120,000
Thereafter		1,560,000
	$	1,920,000

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Commitments and Contingencies

6 Months Ended

Mar. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

6. Commitments and Contingencies

On January 3, 2014, we entered into a commercial lease agreement (the “Lease”) with 1450 West Peachtree, LLC, a Georgia limited liability company (the “Landlord”), for the lease of our corporate facility in Atlanta, Georgia. The manager of the Landlord is also our chief executive officer. The term of the lease is 10 years from the date of the agreement and provides for monthly rent and payment of operating expenses on a triple-net basis. The monthly rent terms of the lease have been altered by the landlord due to another tenant occupying space the Company verbally agreed to allow the landlord to remove from the space available to the Company. During the three and six months ended March 31, 2022, we made lease payments of $30,000 and $60,000, respectively, and $30,000 and $60,000 for the three and six months ended March 31, 2021, respectively, in satisfaction of our obligation pursuant to the Lease.

The Lease provides for the following total lease commitments pursuant to the Lease and we have also provided our expected portion of the lease commitments based on the updated verbal agreement with the landlord:

Fiscal Years Ending September 30,	Total Lease Commitment		Expected Lease Commitment
2022	$	183,000	$	60,000
2023		384,000		120,000
2024		97,500		30,000
	$	664,500	$	210,000

On February 11, 2022, a Complaint and Demand for Jury Trial (the “Complaint”) was filed by a plaintiff (the “Plaintiff”) in the United States District Court for the Eastern District of Pennsylvania. The Complaint named Mastermind, Inc. (“the Company”) and Daniel Dodson, the Company’s Chief Executive Officer, (the “CEO”). The Company and the CEO are collectively referred to herein as “Defendants”. The Complaint includes alleged breach of contract and alleged breach of implied contract by the Defendants related to the Plaintiff’s allegations that he was entitled to 3,000,000 shares of common stock of the Company from the reverse merger transaction completed on February 14, 2018. The Defendants will contest the complaint and believe they will prevail.

Other than the above we are not a party to any legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material effect on our financial position or results of operations.

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Income Taxes

6 Months Ended

Mar. 31, 2022

Income Taxes

Income Tax

7. Income Taxes

Prior to February 14, 2018, the effective date of the Business Combination, no provision for income taxes was made since we were treated as a partnership for income tax purposes and the income or loss was passed through to our members.

We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

There were no unrecognized material tax benefits at March 31, 2022, and September 30, 2021. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the periods presented. We have determined we have no uncertain tax positions.

Tax returns are subject to examination by the federal and state taxing authorities for generally three years after filed. There are no income tax examinations currently in process.

The Company files it’s income tax returns on the cash basis of accounting utilizing a December 31 tax year end. Deferred tax assets relating to current liabilities result from accounts payable and accrued expenses which are not currently deductible for tax purposes. Deferred tax liabilities relating to current assets result from accounts receivables and prepaid expenses which are not currently recognized as income for tax reporting purposes.

As of March 31, 2022, the Company has approximately $23,000 of net operating loss carryforwards that are available to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing.

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Stockholders' Equity

6 Months Ended

Mar. 31, 2022

Stockholders' Equity

Stockholders' Equity

8. Stockholders’ Equity

Preferred Stock

As of March 31, 2022, and September 30, 2021, we were authorized to issue a total 1,000,000 shares of preferred stock. There were no shares of Preferred Stock issued or outstanding as of March 31, 2022 and September 30, 2021.

Common Stock

As of March 31, 2022, and September 30, 2021, we were authorized to issue a total of 125,000,000 shares of common stock. As of March 31, 2022, and September 30, 2021, there were 34,505,520 shares of common stock issued and outstanding, respectively.

Dividends

During the three and six months ended March 31, 2022 and 2021, there were no dividends declared or paid.

Common Stock Options

As of March 31, 2022, and September 30, 2021, there were fully-vested, non-qualified stock options exercisable by our former chief executive officer and sole director into 525,667 shares of our common stock at an exercise price of $0.15 per share. There were no stock options exercised or issued during the three and six months ended March 31, 2022 and 2021.

A 2018 Equity Incentive Plan consisting of four million (4,000,000) shares of Common Stock was also adopted by written consent of holders of 85% of the voting securities. No options or shares have been issued under this plan as of March 31, 2022 and September 30, 2021.

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Concentration of Credit Risk and Major Customers

6 Months Ended

Mar. 31, 2022

Concentration of Credit Risk and Major Customers

Concentration of Credit Risk and Major Customers

9. Concentration of Credit Risk and Major Customers

For the three months ended March 31, 2022, three clients represented approximately 34%,  28% and 11%, respectively, of our total revenues. For the six months ended March 31, 2022, five customers represented approximately 19%, 19%  14%, 12% and 11%, respectively, of our total revenues. As of March 31, 2022, two customers represented approximately 62% and 29%, respectively of our outstanding accounts receivable.

For the three months ended March 31, 2021, six clients represented approximately 17%, 17%, 15%,  15%, 11% and 11%, respectively, of our total revenues. For the six months ended March 31, 2021, three customers represented approximately 23%, 14% and 11%, respectively, of our total revenues.

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Subsequent Events

6 Months Ended

Mar. 31, 2022

Subsequent Events

Subsequent Events

10. Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no such events that warrant disclosure or recognition in the consolidated financial statements presented herein.

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Property Plant and Equipment (Tables)

6 Months Ended

Mar. 31, 2022

Property Plant and Equipment (Tables)

Property, Plant and Equipment

	March 31,			September 30,
	2022			2021
Furniture, fixtures and office equipment	$	147,751		$	145,987
Leasehold improvements		73,795			73,795
Property and equipment, gross		221,546			219,782
Less: accumulated depreciation		(171,324	)		(160,287	)
Property and equipment, net	$	50,222		$	59,495

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Licensing Agreements (Tables)

6 Months Ended

Mar. 31, 2022

Licensing Agreements (Tables)

Schedule of Fees Committed to Pay in Consideration for Perpetual License

Fiscal Years Ending September 30,	Amount
2022	$	60,000
2023		60,000
2024		60,000
2025		60,000
2026		120,000
Thereafter		1,560,000
	$	1,920,000

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Commitments and Contingencies (Tables)

6 Months Ended

Mar. 31, 2022

Commitments and Contingencies (Tables)

Schedule of Lease Commitment

Fiscal Years Ending September 30,	Total Lease Commitment		Expected Lease Commitment
2022	$	183,000	$	60,000
2023		384,000		120,000
2024		97,500		30,000
	$	664,500	$	210,000

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Related Party Transactions (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Jan. 03, 2014	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021	Jan. 03, 2012
Related Party Transaction, Amounts of Transaction				$ 100,000
Related Party Transaction, Expenses from Transactions with Related Party		$ 251,725	$ 150,225	401,950	$ 300,450
Finite-Lived License Agreements, Gross		2,100,000		2,100,000
Landlord [Member]
Lessee, operating lease, term of contract	10 years
Operating Lease, Expense		30,000	30,000	60,000	60,000
Majority Shareholder [Member]
Due to Related Parties, Total						$ 100,000
Licensor [Member]
Operating Lease, Expense		$ 15,000	$ 15,000	$ 30,000	$ 30,000
Finite-Lived License Agreements, Gross							$ 2,100,000

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Property and Equipment Schedule of Property and Equipment (Details) - USD ($)	Mar. 31, 2022	Sep. 30, 2021
Consolidated Balance Sheets
Furniture, fixtures and office equipment	$ 147,751	$ 145,987
Leasehold improvements	73,795	73,795
Property and equipment, gross	221,546	219,782
Less: accumulated depreciation	(171,324)	(160,287)
Property and equipment, net	$ 50,222	$ 59,495

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Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Consolidated Balance Sheets
Depreciation, Total	$ 5,519	$ 5,190	$ 11,037	$ 11,057

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Licensing Agreements Perpetual Lease (Details) - License Agreement [Member] - Licensor [Member]	Mar. 31, 2022 USD ($)
2022	$ 60,000
2023	60,000
2024	60,000
2025	60,000
2026	120,000
Thereafter	1,560,000
Total	$ 1,920,000

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Licensing Agreements (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Consolidated Balance Sheets
Finite-Lived License Agreements, Gross	$ 2,100,000		$ 2,100,000
Prepaid expenses	$ 15,000	$ 15,000	$ 30,000	$ 30,000

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Commitments and Contingencies Lease Commitments (Details)	Mar. 31, 2022 USD ($)
The Lease [Member]
Lessee, Operating Lease, Liability, to be Paid, Total	$ 664,500
Fiscal year ending September 30, 2022	183,000
Fiscal year ending September 30, 2024	97,500
Fiscal year ending September 30, 2023	384,000
Expected Lease [Member]
Lessee, Operating Lease, Liability, to be Paid, Total	210,000
Fiscal year ending September 30, 2022	60,000
Fiscal year ending September 30, 2024	30,000
Fiscal year ending September 30, 2023	$ 120,000

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Commitments and Contingencies (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Jan. 03, 2014	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Feb. 11, 2022
Loss contingency, damages sought, shares of common stock						3,000,000
Landlord [Member]
Lessee, operating lease, term of contract	10 years
Operating Lease, Expense		$ 30,000	$ 30,000	$ 60,000	$ 60,000

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Income Taxes (Details Narrative)	Mar. 31, 2022 USD ($)
Consolidated Balance Sheets
Operating Loss Carryforwards, Total	$ 23,000

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Stockholders Equity (Details Narrative) - $ / shares	Mar. 31, 2022	Sep. 30, 2021
Common Stock, Shares Authorized (in shares)	125,000,000	125,000,000
Common Stock, Shares, Issued, Total (in shares)	34,505,520	34,505,520
Common Stock, Shares, Outstanding, Ending Balance (in shares)	34,505,520	34,505,520
Preferred Stock, Shares Authorized (in shares)	1,000,000	1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares)	525,667	525,667
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share)	$ 0.15	$ 0.15
The 2018 Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	4,000,000
Percentage of voting securities	85.00%

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Concentration of Credit Risk and Major Customers (Details Narrative) - Customer Concentration Risk [Member] - integer	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Revenue from Contract with Customer Benchmark [Member]
Number of Major Customers	2	6	5	3
Revenue from Contract with Customer Benchmark [Member] | Customer 1 [Member]
Concentration Risk, Percentage	28.00%	17.00%	19.00%	23.00%
Revenue from Contract with Customer Benchmark [Member] | Customer 2 [Member]
Concentration Risk, Percentage	11.00%	17.00%	14.00%	14.00%
Revenue from Contract with Customer Benchmark [Member] | Customer 3 [Member]
Concentration Risk, Percentage	34.00%	15.00%	12.00%	11.00%
Revenue from Contract with Customer Benchmark [Member] | Customer 4 [Member]
Concentration Risk, Percentage		15.00%	11.00%
Revenue from Contract with Customer Benchmark [Member] | Customer 5 [Member]
Concentration Risk, Percentage		11.00%	19.00%
Revenue from Contract with Customer Benchmark [Member] | Customer 6 [Member]
Concentration Risk, Percentage		11.00%
Accounts Receivable [Member]
Number of Major Customers	2
Accounts Receivable [Member] | Customer 1 [Member]
Concentration Risk, Percentage	62.00%
Accounts Receivable [Member] | Customer 2 [Member]
Concentration Risk, Percentage	29.00%