0001477932-24-003007.txt : 20240515 0001477932-24-003007.hdr.sgml : 20240515 20240515170605 ACCESSION NUMBER: 0001477932-24-003007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 47 CONFORMED PERIOD OF REPORT: 20240331 FILED AS OF DATE: 20240515 DATE AS OF CHANGE: 20240515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASTERMIND, INC. CENTRAL INDEX KEY: 0001088638 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 823807447 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-26533 FILM NUMBER: 24952417 BUSINESS ADDRESS: STREET 1: 2221 PEACHTREE RD. NE STREET 2: SUITE D-134 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 678-420-4000 MAIL ADDRESS: STREET 1: 2221 PEACHTREE RD. NE STREET 2: SUITE D-134 CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: COCONNECT, INC. DATE OF NAME CHANGE: 20140505 FORMER COMPANY: FORMER CONFORMED NAME: COCONNECT INC DATE OF NAME CHANGE: 20050504 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED WIRELESS SYSTEMS INC DATE OF NAME CHANGE: 19990611 10-Q 1 mmnd_10q.htm FORM 10-Q mmnd_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2024

 

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.)

2221 Peachtree Rd. NE, Suite D-134, Atlanta, GA

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 15, 2024, 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, 2024 and December 31, 2023 (Unaudited)

 

3

 

 

Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)

 

4

 

 

Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2024 and 2023 (Unaudited)

 

5

 

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)

 

6

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

7

 

Item 2

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

 

11

 

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

 

17

 

 

 

 

 

 

Signatures

 

18

 

 

 
2

Table of Contents

 

Mastermind, Inc.

Consolidated Balance Sheets

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$761,064

 

 

$1,137,010

 

Accounts receivable

 

 

212,856

 

 

 

254,329

 

Unbilled receivables

 

 

1,982,877

 

 

 

1,679,929

 

Prepaid expenses and other current assets

 

 

56,501

 

 

 

29,198

 

Total Current Assets

 

 

3,013,298

 

 

 

3,100,466

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

34,401

 

 

 

37,898

 

TOTAL ASSETS

 

$3,047,699

 

 

$3,138,364

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$65,026

 

 

$213,120

 

Unearned revenues

 

 

112,553

 

 

 

121,196

 

Total Current Liabilities

 

 

177,579

 

 

 

334,316

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

242,113

 

 

 

223,691

 

Total Liabilities 

 

 

419,692

 

 

 

558,007

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Preferred stock: 1,000,000 shares authorized; $0.001 par value; no shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock: 125,000,000 shares authorized; $0.001 par value; 34,505,520 shares issued and outstanding

 

 

34,506

 

 

 

34,506

 

Additional paid in capital

 

 

62,865

 

 

 

62,865

 

Retained earnings

 

 

2,530,636

 

 

 

2,482,986

 

Total Stockholders’ Equity

 

 

2,628,007

 

 

 

2,580,357

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$3,047,699

 

 

$3,138,364

 

 

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

 

 
3

Table of Contents

 

Mastermind, Inc.

Consolidated Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Revenues

 

$804,900

 

 

$1,136,958

 

Cost of revenues

 

 

316,786

 

 

 

425,141

 

Gross profit

 

 

488,114

 

 

 

711,817

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

Management consulting

 

 

100,725

 

 

 

210,625

 

Professional fees

 

 

44,104

 

 

 

67,183

 

Wages and benefits

 

 

194,723

 

 

 

186,944

 

General and administrative

 

 

91,666

 

 

 

88,760

 

Total Operating Expenses

 

 

431,218

 

 

 

553,512

 

Income from operations

 

 

56,896

 

 

 

158,305

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

Interest income

 

 

9,176

 

 

 

4,013

 

Loss on disposal of property and equipment

 

 

-

 

 

 

(329)

Total other income

 

 

9,176

 

 

 

3,684

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

 

66,072

 

 

 

161,989

 

Provision for income taxes

 

 

18,422

 

 

 

43,871

 

Net income

 

$47,650

 

$118,118

 

 

 

 

 

 

 

 

 

 

Basic and diluted income per common share

 

 

 

 

 

 

 

 

Basic

 

$0.00

 

$0.00

 

Diluted

 

$0.00

 

$0.00

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

Basic

 

 

34,505,520

 

 

 

34,505,520

 

Diluted

 

 

34,505,520

 

 

 

34,505,520

 

 

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

 

 
4

Table of Contents

 

Mastermind, Inc.

Consolidated Statements of Stockholders’ Equity

Three Months Ended March 31, 2024 and 2023

(Unaudited)

 

 

 

Common Stock

 

 

Additional Paid in

 

 

Retained

 

 

Total

 

 

 

 Shares

 

 

 Amount

 

 

 Capital

 

 

 Earnings

 

 

 Equity

 

Balance - December 31, 2023

 

 

34,505,520

 

 

$34,506

 

 

$62,865

 

 

$2,482,986

 

 

$2,580,357

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

47,650

 

 

47,650

Balance - March 31, 2024

 

 

34,505,520

 

 

$34,506

 

 

$62,865

 

 

$2,530,636

 

 

$2,628,007

 

 

 

 

Common Stock

 

 

Additional Paid in

 

 

Retained

 

 

Total

 

 

 

 Shares

 

 

 Amount

 

 

 Capital

 

 

 Earnings

 

 

 Equity

 

Balance - December 31, 2022

 

 

34,505,520

 

 

$34,506

 

 

$62,865

 

 

$2,583,305

 

 

$2,680,676

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

118,118

 

 

 

118,118

 

Balance - March 31, 2023

 

 

34,505,520

 

 

$34,506

 

 

$62,865

 

 

$2,701,423

 

 

$2,798,794

 

 

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

 

 
5

Table of Contents

 

Mastermind, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$47,650

 

$118,118

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

3,497

 

 

 

3,875

 

Loss on disposal of property and equipment

 

 

-

 

 

 

329

 

Deferred tax

 

 

18,422

 

 

 

43,871

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

41,473

 

 

 

(217,956)

Unbilled receivables

 

 

(302,948)

 

 

(279,433)

Prepaid expenses and other current assets

 

 

(27,303)

 

 

(41,865)

Accounts payable and accrued expenses

 

 

(148,094)

 

 

62,409

 

Unearned revenues

 

 

(8,643)

 

 

(11,857)

Net cash used in operating activities

 

 

(375,946)

 

 

(322,509)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Proceeds from sale of equipment

 

 

-

 

 

 

1,200

 

Purchase of property and equipment

 

 

-

 

 

 

(3,408)

Net cash used in investing activities

 

 

-

 

 

 

(2,208)

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

(375,946)

 

 

(324,717)

Cash, beginning of period

 

 

1,137,010

 

 

 

1,712,771

 

Cash, end of period

 

$761,064

 

 

$1,388,054

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

 

Income taxes paid

 

$28

 

 

$-

 

Interest paid

 

$-

 

 

$-

 

 

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

 

 
6

Table of Contents

 

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 communications, 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 months ended March 31, 2024 and cash flows for the three months ended March 31, 2024, may not necessarily be indicative of results that may be expected for any succeeding period or for the entire fiscal year. These unaudited 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 year ended September 30, 2023 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 months ended March 31, 2024, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023.

 

Cash and Cash Equivalents

 

Cash includes cash on hand. Cash equivalents include short-term, highly liquid investments, with a remaining maturity at the date of purchase of three months or less for which the risk of changes in value is considered to be insignificant. We have taken the initiative to protect funds by investing into a money market fund that holds highly liquid short-term investments managed by the bank. As of March 31, 2024 and December 31, 2023, cash and cash equivalents consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Cash

 

$105,773

 

 

$60,824

 

Money market funds

 

 

655,291

 

 

 

1,076,186

 

 

 

$761,064

 

 

$1,137,010

 

 

Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. The amount in excess of the FDIC insurance as of March 31, 2024, was approximately $405,000. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

 

 
7

Table of Contents

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform with the current period presentation.

 

Change in Year End

 

On February 1, 2024, the Board of Directors of Mastermind, Inc. (the “Company”) approved a change in the Company’s fiscal year end from September 30 to December 31, effective for the fiscal year beginning January 1, 2024 and ending December 31, 2024. As a result of the change in fiscal year end, the Company filed on February 16th, 2024 a Transition Report on Form 10-QT for the period from October 1, 2023 through December 31, 2023. The Company’s 2024 fiscal year will run from January 1, 2024 through December 31, 2024.

 

 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 cash 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 amortized expenses related to the license of $27,000 and $15,000 for the three months ended March 31, 2024 and 2023, respectively (Note 5).

 

During the three months ended March 31, 2024, and 2023, 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 months ended March 31, 2024 and 2023, aggregating $160,577 and $270,318, respectively. As of March 31, 2024 and December 31, 2023, we owed $0 to our three majority stockholders.

 

4. Property and Equipment

 

Property and equipment consist of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Furniture, fixtures and office equipment

 

$93,135

 

 

$93,135

 

Less: accumulated depreciation

 

 

(58,734)

 

 

(55,237)

Property and equipment, net

 

$34,401

 

 

$37,898

 

 

Depreciation expense for the three months ended March 31, 2024 and 2023, were $3,497 and $3,875, 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 cash 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 amortized expenses related to the license of $27,000 and $15,000 for the three months ended March 31, 2024 and 2023, respectively.

 

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

 

Fiscal Years Ending December 31,

 

Amount

 

2024

 

$60,000

 

2025

 

 

60,000

 

2026

 

 

120,000

 

2027

 

 

120,000

 

2028

 

 

120,000

 

Thereafter

 

 

1,320,000

 

 

 

$1,800,000

 

 

 
8

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6. Commitments and Contingencies

 

 Litigation

 

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 successfully had the Complaint transferred to the United States District Court for the Northern District of Georgia. 

 

In September of 2023, the court dismissed in part the breach of contract claims against the CEO and the Company. The alleged breach of implied contract by the Defendants is pending further litigation. The Defendants will contest the complaint and strongly believe they will prevail.

 

As of March 11, 2024 Mastermind was successful at getting the lawsuit dismissed. On March 8, 2024 Cimino’s attorney filed a stipulation of dismissal with prejudice, and the clerk accepted the stipulation and dismissed and closed the case. The dismissal with prejudice (as opposed to without) would make it extremely difficult, if not impossible for Cimino to revive an action against Mastermind based upon the same facts/transactions.

 

Other than the above we are not a party to any other 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. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing. 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, 2024, and December 31, 2023. 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 its 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 and unearned revenues which are not currently deductible for tax purposes. Deferred tax liabilities relating to current assets result from accounts receivables, unbilled receivables and prepaid expenses which are not currently recognized as income for tax reporting purposes.

 

 
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As of March 31, 2024, the Company has $848,051 of net operating loss carryforwards on tax basis, which is prepared on cash basis, 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.

 

8. StockholdersEquity

 

Preferred Stock

 

As of March 31, 2024, and December 31, 2023, 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, 2024, and December 31, 2023.

 

Common Stock

 

As of March 31, 2024, and December 31, 2023, we were authorized to issue a total of 125,000,000 shares of common stock. As of March 31, 2024, and December 31, 2023, there were 34,505,520 shares of common stock issued and outstanding, respectively.

 

During the three months ended March 31, 2024 and 2023, the Company did not issue any shares of common stock.

 

Dividends

 

During the three months ended March 31, 2024 and 2023, there were no dividends declared or paid.

 

Common Stock Options

 

During the three months ended March 31, 2024 and 2023, there were no stock options exercised or issued.

 

A 2018 Equity Incentive Plan consisting of four million (4,000,000) shares of Common Stock was 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, 2024, and December 31, 2023.

 

9. Concentration of Credit Risk and Major Customers

 

For the three months ended March 31, 2024, three customers represented approximately 47%, 28% and 19%, respectively, of our total revenues. For the three months ended March 31, 2023, three customers represented approximately 42%, 34% and 21%, respectively, of our total revenues.

 

As of March 31, 2024, three customers represented approximately 56%, 31% and 12%, respectively of our outstanding accounts receivable and unbilled receivables.

 

As of December 31, 2023, three customers represented approximately 64%, 26% and 9%, respectively of our outstanding accounts receivable and unbilled receivables.

 

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.

 

 
10

Table of Contents

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This 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 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 anyone, 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). 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, 2023.

 

Mastermind has worked with some of the most 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.

 

 
11

Table of Contents

 

Change in Year End

 

On February 1, 2024, the Board of Directors of Mastermind, Inc. (the “Company”) approved a change in the Company’s fiscal year end from September 30 to December 31, effective for the fiscal year beginning January 1, 2024 and ending December 31, 2024. As a result of the change in fiscal year end, the Company filed on February 16th, 2024 a Transition Report on Form 10-QT for the period from October 1, 2023 through December 31, 2023. The Company’s 2024 fiscal year will run from January 1, 2024 through December 31, 2024.

 

Critical Accounting Policies and Estimates

 

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 year ended September 30, 2023. 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-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, 2024 vs. March 31, 2023

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

Change

 

 

%

 

Revenues

 

$804,900

 

 

$1,136,958

 

 

$(332,058)

 

(29.2

)%

Cost of revenues

 

 

316,786

 

 

 

425,141

 

 

 

(108,355)

 

(25.5

)%

Gross Profit

 

 

488,114

 

 

 

711,817

 

 

 

(223,703)

 

(31.4

)%

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management consulting

 

 

100,725

 

 

 

210,625

 

 

 

(109,900)

 

(52.2

)%

Professional fees

 

 

44,104

 

 

 

67,183

 

 

 

(23,079)

 

(34.4

)%

Wages and benefits

 

 

194,723

 

 

 

186,944

 

 

 

7,779

 

 

 

4.2%

General and administrative

 

 

91,666

 

 

 

88,760

 

 

 

2,906

 

 

 

3.3%

Total operating expenses

 

 

431,218

 

 

 

553,512

 

 

 

(122,294)

 

(22.1

)%

Income from operations

 

 

56,896

 

 

 

158,305

 

 

 

(101,409)

 

(64.1

)%

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

9,176

 

 

 

4,013

 

 

 

5,163

 

 

 

128.7%

Loss on disposal of property and equipment

 

 

-

 

 

 

(329)

 

 

329

 

 

(100.0

)%

Total other income

 

 

9,176

 

 

 

3,684

 

 

 

5,492

 

 

 

149.1%

Income before provision for income taxes

 

$66,072

 

 

$161,989

 

 

$(95,917)

 

(59.2

)%

 

Revenues

 

Revenues for the three months ended December 31, 2023 were $804,900 as compared with $1,136,958 for the comparable prior year period, a decrease of $332,058 or 29%. 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. During this period, the Company primarily worked on completing current projects while awaiting finalized client workorders and statements of work for upcoming projects of which we have approximately $3 million in our backlog. 

 

Gross Profit

 

Gross profit for the three months ended March 31, 2024 was $488,114 or 61% of revenues, compared with $711,817 or 63% of revenues, for the comparable prior year period. The decrease in gross profit dollars was due to lower revenues and customer projects in the current period. The decrease in gross margin percentage is primarily a result of lower revenues, less productivity and the Company having more projects with higher direct expenses in the three months ended March 31, 2024, compared to same period of last year. Outside services as they related to client projects, will fluctuate based on client work being performed. Direct cost includes expenses for media, sponsorship fees, etc. Gross profit will fluctuate from year to year based on the types of work assigned to the Company by its clients.

 

 
12

Table of Contents

 

Operating Expenses

 

Total operating expenses for the three months ended March 31, 2024 were $431,218 as compared with $553,512 for the comparable prior year period, a decrease of $122,294 or 22%. The decrease was primarily a result of a decrease in management consulting expenses of $109,900 and professional fees of $23,079. The distribution to management decreased by $109,900, which is usually decided based on a combination of the Company’s operation results and performance of the Company’s management group and their respective member companies. In addition, professional fees (including public company expenses) decreased by $23,079.

 

Income from Operations

 

Income from operations was $56,896 for the three months ended March 31, 2024 as compared to an income of $158,305 for the comparable prior year period. The decrease in income from operations of $101,409 was primarily related to decreased revenue recognized by $332,058. 

 

Other Income and Expense, Net

 

Other income and expense, net for the three months ended March 31, 2024 was an income of $9,176 as compared to an income of $3,684 for the comparable prior year period.  The income was primarily due to interest income, offsetting by the loss on disposal of property and equipment.

 

 

Income Before Provision for Income Taxes

 

Income before provision for income taxes for the three months ended March 31, 2024 was $66,072 as compared to $161,989 for the comparable prior year period. The decrease was primarily due to decreased gross profit, offsetting by the decrease of operating expenses. 

 

Provision for Income Taxes

 

Provision for income taxes for the three months ended March 31, 2024 was $18,422 as compared to a provision of $43,871 for the comparable prior year period.  The decrease in provision for income taxes is primarily a result of decreased revenues. Provision for income taxes is estimated quarterly applying both federal and state tax rates.

 

Liquidity and Capital Resources

 

 

 

March 31,

 

 

December 31,

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

Change

 

 

%

 

Cash and cash equivalents

 

$761,064

 

 

$1,137,010

 

 

$(375,946)

 

(33.1

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

$3,013,298

 

 

$3,100,466

 

 

$(87,168)

 

(2.8

)%

Current liabilities

 

$177,579

 

 

$334,316

 

 

$(156,737)

 

(46.9

)%

Working capital

 

$2,835,719

 

 

$2,766,150

 

 

$69,569

 

 

 

2.5%

 

As of March 31, 2024, we had cash and cash equivalents of $761,064, a decrease of $375,946, or 33% when compared with a balance of $1,137,010 as of December 31, 2023.

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

March 31,

 

 

March 31,

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

Change

 

 

%

 

Cash used in operating activities

 

$(375,946)

 

$(322,509)

 

$(53,437)

 

 

16.6%

Cash used in investing activities

 

$-

 

 

$(2,208)

 

$2,208

 

 

(100.0

)%

Net Change in Cash During Period

 

$(375,946)

 

$(324,717)

 

$(51,229)

 

 

15.8%

 

During the three months ended March 31, 2024, $375,946 was used in operating activities as compared with net cash used in operating activities of $322,509 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; material, management consulting 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 period were a result of the net income of $47,650, depreciation expense of $3,497, change of deferred tax of $18,422 and changes in current assets and liabilities of $445,515.

 

 
13

Table of Contents

 

During the three months ended March 31, 2023, $322,509 was used in operating activities, which was a result of the net income of $118,118, loss on disposal of equipment of $329, depreciation expense of $3,875, change of deferred tax of $43,871 and changes in current assets and liabilities of $488,702.

 

During the three months ended March 31, 2024 and 2023 we purchased $0 and $3,408 in computer equipment, respectively. During the three months ended March 31, 2023, the Company also received $1,200 in insurance payout on equipment.

 

During the three months ended March 31, 2024 and 2023, 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, 2024, 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.

 

This 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, 2024, 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.

 

 
14

Table of Contents

 

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, 2024, 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, 2024, 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

Table of Contents

 

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 successfully got the Complaint transferred to the United States District Court for the Northern District of Georgia.

 

In September of 2023, the court dismissed in part the breach of contract claims against the CEO and the Company. The alleged breach of implied contract by the Defendants is pending further litigation. The Defendants will contest the complaint and strongly believe they will prevail.

 

As of March 11, 2024 Mastermind was successful at getting the lawsuit dismissed. On March 8, 2024 Cimino’s attorney filed a stipulation of dismissal with prejudice, and the clerk accepted the stipulation and dismissed and closed the case. The dismissal with prejudice (as opposed to without) would make it extremely difficult, if not impossible for Cimino to revive an action against Mastermind based upon the same facts/transactions.

 

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.

 

 
16

Table of Contents

 

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.

 

 
17

Table of Contents

 

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 15, 2024

By:

/s/ Daniel A. Dodson

 

 

 

Daniel A. Dodson

Chief Executive Officer

(Principal Executive, Financial and Accounting Officer)

 

 

 
18

 

EX-31.1 2 mmnd_ex311.htm CERTIFICATION mmnd_ex311.htm

 

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 15, 2024

/s/ Daniel A. Dodson

 

 

Daniel A. Dodson

 

 

 

Chief Executive Officer

 

 

 

(Principal Executive Officer

 

 

EX-31.2 3 mmnd_ex312.htm CERTIFICATION mmnd_ex312.htm

 

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:

 

 

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 15, 2024

/s/ Daniel A. Dodson

 

 

Daniel A. Dodson

 

 

 

Chief Executive Officer

 

 

 

(Principal Financial and Accounting Officer)

 

 

EX-32.1 4 mmnd_ex321.htm CERTIFICATION mmnd_ex321.htm

 

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, 2024, (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 15, 2024

/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.

 

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Cover - shares
3 Months Ended
Mar. 31, 2024
May 15, 2024
Cover [Abstract]    
Entity Registrant Name MASTERMIND, INC.  
Entity Central Index Key 0001088638  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Mar. 31, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
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 Address Address Line 1 2221 Peachtree Rd. NE  
Entity Address Address Line 2 Suite D-134  
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  
Entity Interactive Data Current Yes  
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Consolidated Balance Sheets - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 761,064 $ 1,137,010
Accounts receivable 212,856 254,329
Unbilled receivables 1,982,877 1,679,929
Prepaid expenses and other current assets 56,501 29,198
Total Current Assets 3,013,298 3,100,466
Property and equipment, net 34,401 37,898
TOTAL ASSETS 3,047,699 3,138,364
Current liabilities:    
Accounts payable and accrued expenses 65,026 213,120
Unearned revenues 112,553 121,196
Total Current Liabilities 177,579 334,316
Deferred tax liabilities 242,113 223,691
Total Liabilities 419,692 558,007
Stockholders' Equity    
Preferred stock: 1,000,000 shares authorized; $0.001 par value; no shares issued and outstanding 0 0
Common stock: 125,000,000 shares authorized; $0.001 par value; 34,505,520 shares issued and outstanding 34,506 34,506
Additional paid in capital 62,865 62,865
Retained earnings 2,530,636 2,482,986
Total Stockholders' Equity 2,628,007 2,580,357
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,047,699 $ 3,138,364
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Consolidated Balance Sheets (Parentheticals) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
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 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
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Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Consolidated Statements of Operations (Unaudited)    
Revenues $ 804,900 $ 1,136,958
Cost of revenues 316,786 425,141
Gross profit 488,114 711,817
Operating Expenses:    
Management consulting 100,725 210,625
Professional fees 44,104 67,183
Wages and benefits 194,723 186,944
General and administrative 91,666 88,760
Total Operating Expenses 431,218 553,512
Income from operations 56,896 158,305
Other Income (Expense)    
Interest income 9,176 4,013
Loss on disposal of property and equipment 0 (329)
Total other income 9,176 3,684
Income before provision for income taxes 66,072 161,989
Provision for income taxes 18,422 43,871
Net income $ 47,650 $ 118,118
Basic and diluted income per common share    
Basic $ 0.00 $ 0.00
Diluted $ 0.00 $ 0.00
Weighted average number of common shares outstanding    
Basic 34,505,520 34,505,520
Diluted 34,505,520 34,505,520
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Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Retained Earnings
Balance, shares at Dec. 31, 2022   34,505,520    
Balance, amount at Dec. 31, 2022 $ 2,680,676 $ 34,506 $ 62,865 $ 2,583,305
Net income 118,118 $ 0 0 118,118
Balance, shares at Mar. 31, 2023   34,505,520    
Balance, amount at Mar. 31, 2023 2,798,794 $ 34,506 62,865 2,701,423
Balance, shares at Dec. 31, 2023   34,505,520    
Balance, amount at Dec. 31, 2023 2,580,357 $ 34,506 62,865 2,482,986
Net income 47,650 $ 0 0 47,650
Balance, shares at Mar. 31, 2024   34,505,520    
Balance, amount at Mar. 31, 2024 $ 2,628,007 $ 34,506 $ 62,865 $ 2,530,636
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Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net income $ 47,650 $ 118,118
Adjustments to reconcile net income to net cash used in operating activities:    
Depreciation 3,497 3,875
Loss on disposal of property and equipment 0 329
Deferred tax 18,422 43,871
Changes in operating assets and liabilities:    
Accounts receivable 41,473 (217,956)
Unbilled receivables (302,948) (279,433)
Prepaid expenses and other current assets (27,303) (41,865)
Accounts payable and accrued expenses (148,094) 62,409
Unearned revenues (8,643) (11,857)
Net cash used in operating activities (375,946) (322,509)
Cash flows from investing activities:    
Proceeds from sale of equipment 0 1,200
Purchase of property and equipment 0 (3,408)
Net cash used in investing activities 0 (2,208)
Net change in cash (375,946) (324,717)
Cash, beginning of period 1,137,010 1,712,771
Cash, end of period 761,064 1,388,054
Supplemental Cash Flow Information    
Income taxes paid 28 0
Interest paid $ 0 $ 0