10-Q 1 gldg_2017mar31-10q.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

ý QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2017

 

OR

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-54528

 

GOLDEN GLOBAL CORP.
(Exact name of registrant as specified in its charter)

 

Nevada   47-1460693
(State or other jurisdiction of incorporation or organization)  

(I.R.S. Employer

Identification No.)

 

21573 San Germain Drive

Boca Raton, FL 33433

(Address of principal executive offices)

 

(561) 430-5935
(Registrant’s telephone number, including area code)

 

Indicate by check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities and 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 ý

 

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨ Accelerated filer  ¨ Non-accelerated filer  ¨ Smaller reporting company  ý

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

 

As of October 8, 2018, the registrant has one class of common equity, and the number of shares outstanding of such common equity was 37,408,293

 
 

TABLE OF CONTENTS

 

  Page
PART I—FINANCIAL INFORMATION
   
Item 1. Financial Statements. 3
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 14
   
Item 3. Quantitative and Qualitative disclosures about Market Risk. 16
   
Item 4. Controls and Procedures. 16
   
PART II—OTHER INFORMATION
   
Item 1. Legal Proceedings. 17
   
Item1A. Risk Factors. 17
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 17
   
Item 3. Defaults Upon Senior Securities. 17
   
Item 4. Mine Safety Disclosures. 17
   
Item 5. Other Information. 17
   
Item 6. Exhibits. 18
   
Signatures. 18

2


 
 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

GOLDEN GLOBAL CORP.

Condensed Balance Sheets

 

   March 31, 2017  June 30, 2016
    (Unaudited)       
Assets          
Current assets:          
Cash and cash equivalents  $135   $—   
Total current assets        —   
           
         —   
Total assets  $135   $—   
           
Liabilities and Stockholders’ Deficit          
           
Current liabilities:          
           
Convertible notes payable, net of discount of $0 at March 31, 2017 and $22,472 at June 30, 2016  $436,715   $412,243 
Accounts payable   80,981    72,832 
Related party payable   290,527    88,027 
Other current liabilities   134,973    80,359 
Derivative liabilities   40,383,242    872,465 
Total current liabilities   41,326,438    1,525,926 
           
           
 Commitments and contingencies   —      —   
           
Stockholders’ deficit:          
Preferred stock, $1.00 par value; 250,000,000 shares authorized, 1,000 shares issued and outstanding   1,000    1,000 
Common stock, $0.0001 par value; 4,500,000,000 shares authorized; 1,532,785 and 1,460,563 shares issued and outstanding at March  31, 2017 and June 30, 2016, respectively   153    146 
Capital in excess of par value   1,933,589    1,915,448 
Accumulated deficit   (43,261,045)   (3,442,620)
           
Total stockholders’ deficit   (41,326,303)   (1,525,926)
           
Total liabilities and stockholders’ deficit  $135   $—   

 

 

See Accompanying Notes to the Financial Statements

 

3


 
 

 

 

 

 
GOLDEN GLOBAL CORP.
Condensed Statements of Operations
 (Unaudited)

 

 

   For the Nine Months Ended  For the Three Months Ended
   March 31,
2017
  March 31,
2016
  March 31,
2017
  March 31,
2016
      Restated     Restated
             
Revenues  $45,338   $—     $45,338   $—   
Cost of revenues   23,258    —      23,258    —   
Gross profit   22,080    —      22,080    —   
                     
Costs and expenses:                    
Professional fees   37,102    23,056    —      4,467 
Consulting fees   —      351,798    —      4,835 
General and administrative   232,593    39,760    91,895    23,239 
Total costs and expenses   269,695    414,614    91,895    32,541 
                     
Loss from operations   (247,615)   (414,614)   (69,815)   (32,541)
                     
Other income (expense):                    
Interest expense   (64,999)   (40,997)   (9,894)   (24,041)
Foreign exchange gain   —      8,124         2,334 
Gain on change in value of derivatives   (39,505,911)   (92,481)   (39,512,232)   (432,122)
Total other income (expense)   (39,570,910)   (125,353)   (39,522,126)   (453,828)
Loss from continuing operations   (39,818,525)   (539,968)   (39,591,941)   (486,370)
Income from discontinued operations   —      21,492    —      1,875 
Net loss and comprehensive loss   (39,818,525)   (518,476)   (39,591,941)     
Preferred shares dividend   —      (5,700)   —        
Net income (loss) attributed to common stockholders  $(39,818,525)  $(524,176)  $(39,591,941)  $(484,495)
                     
Basic and diluted loss per share:                    
Continuing operations  $(26.19)  $(0.58)  $(25.83)  $(0.52)
Discontinued operations  $0.00   $0.02   $0.00   $0.00 
Net loss  $(26.19)  $(0.56)  $(25.83)  $(0.52)
                     
Weighted average number of common shares outstanding:                    
Basic   1,520,087    837,041    1,532,785    929,907 
Diluted   1,520,087    837,041    1,532,785    929,907 

 

 

 

 

See Accompanying Notes to the Financial Statements

 

 

4


 
 

 

 
GOLDEN GLOBAL CORP.
Condensed Statements of Cash Flows

(Unaudited)

   Nine Months  Nine Months
   Ended  Ended
   March 31,  March 31,
   2017  2016
      Restated
       
Operating activities          
Net loss  $(39,818,525)  $(539,968)
Income from discontinued operations        21,492 
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock-based compensation   —      283,383 
Depreciation   —      4,909 
Gain on settlement of notes payable        (39,920)
Amortization of debt discount   40,786    41,121 
Change in fair market value of derivatives   39,505,911    92,761 
Foreign exchange loss   —      1,493 
Changes in non-cash working capital balances          
Other assets   —      (7,780)
Accounts payable   8,149    37,064 
Accounts payable – related party   202,500    333 
Other liabilities   54,614    2,308 
Cash used in operating activities   (6,565)   (102,804)
           
Financing activities          
Proceeds from sale of preferred stock   —      800 
Proceeds from sale of common stock   —      4,000 
Proceeds from convertible note   6,700    93,194 
Cash provided by financing activities   6,700    97,994 
           
Increase (decrease) in cash and cash equivalents during the period   135    (4,809)
Cash and cash equivalents, beginning of the period   —      5,705 
Cash and cash equivalents, end of the period  $135   $896 
           
           
Cash paid for:          
Interest  $—     $—   
Income taxes  $—     $—   
Non-cash financing activities          
Common stock issued for debt conversion  $18,148   $—   
Initial valuation of derivatives  $16,514   $—   
           

 

 

 

See Accompanying Notes to the Financial Statements

 

 

 

5


 
 

GOLDEN GLOBAL CORP.

 

Notes To Condensed Financial Statements (Unaudited)

 

Note 1– Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine and three-month periods ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ended June 30, 2017. For further information, refer to the audited financial statements and footnotes thereto in our Annual Report on Form 10-K for the year ended June 30, 2016.

 

During the quarter ended March 31, 2017, cannabis-related revenues began, as a result of the Company’s activities to deliver medical marijuana to patients who possessed a valid doctor’s prescription. The Company’s revenues and cost of revenues are derived from the delivery activity to patients that desired home-delivery service.

 

Note 2 – Going Concern Matters and Realization of Assets

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. However, the Company has sustained recurring losses from its continuing operations and as of March 31, 2017, had negative working capital of $41,326,303 and a stockholders’ deficit of $41,326,303. In addition, the Company is unable to meet its obligations as they become due and sustain its operations. The Company believes that its existing cash resources are not sufficient to fund its continuing operating losses, capital expenditures, lease and debt payments and working capital requirements.

 

The Company may not be able to raise sufficient additional debt, equity or other cash on acceptable terms, if at all. Failure to generate sufficient revenues, achieve certain other business plan objectives or raise additional funds could have a material adverse effect on the Company’s results of operations, cash flows and financial position, including its ability to continue as a going concern, and may require it to significantly reduce, reorganize, discontinue or shut down its operations.

 

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company which, in turn, is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in its existence.

 

Management’s plans include:

 

1.Seek to raise debt or equity for working capital purposes and to pay off existing debt balances. With sufficient additional cash available to the Company, it can begin to make marketing expenditures and hire people to generate more revenues, and consequently cut monthly operating losses.

 

2.Continue to create new business opportunities in a cannabis-related field. The Company has secured two purchase contracts to acquire greenhouses in California and to work with a licensed cannabis entity.

 

3.Renegotiate loan agreements with existing debt holders.

  

Management has determined, based on its recent history and its liquidity issues, that it is not probable that management's plans will sufficiently alleviate or mitigate, to a sufficient level the relevant conditions or events noted above. Accordingly, management of the Company has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year after issuance date of the financial statements.

 

There can be no assurance that the Company will be able to achieve its business plan objectives or be able to achieve or maintain cash-flow-positive operating results. If the Company is unable to generate adequate funds from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to operate its business network, respond to competitive pressures or fund its operations. As a result, the Company may be required to significantly reduce, reorganize, discontinue or shut down its operations. The financial statements do not include any adjustments that might result from this uncertainty.

 

6


 

Note 3 – Loss Per Common Share

 

Loss per share data was computed as follows:

  

 

   Nine Months Ended March 31, 2017  Nine Months Ended March 31, 2016  Three Months Ended March 31, 2017  Three Months Ended March 31, 2016
Loss from continuing operations attributable to common stockholders – basic  $(39,818,525)  $(545,668)  $(39,591,941)  $(486,370)
Income from discontinued operations        21,492    —      1,875 
Adjustments to net income   —      —      —      —   
Net income (loss) attributable to common stockholders – diluted  $(39,818,525)  $(524,176)  $(39,591,941)  $(484,498)
                     
Weighted average common shares outstanding - basic   1,520,087    837,041    1,532,785    929,907 
Effect of dilutive securities   —      —      —      —   
Weighted average common shares outstanding – diluted   1,520,087    837,041    1,532,785    929,907 
                     
Loss from continuing operations, per common share  - basic and diluted  $(26.19)  $(0.66)  $(25.83)  $(0.52)
Earnings from discontinued operations, per common share – basic and diluted  $—     $0.03   $—     $0.00 
Loss per common share – basic and diluted  $(26.19)  $(0.63)  $(25.83)  $(0.52)

 

 

For the nine and three-month periods ended March 31, 2017, the Company excluded 1,013,790,769 shares of common stock issuable upon the exercise of outstanding convertible debt from the calculation of net loss per share because the effect would be anti-dilutive. For the nine and three-month periods ended March 31, 2016, the Company excluded 5,300,132 shares of common stock issuable upon the exercise of outstanding convertible debt from the calculation of net loss per share because the effect would be anti-dilutive.

  

7


 
 

 

Note 4 – Principal Financing Arrangements

 

The following table summarizes components of debt as of March 31, 2017 and June 30, 2016:

 

 

 

   March 31, 2017  June 30, 2016
       
Convertible debt due to various lenders  $436,715   $434,715 
Less: discount on debt   —      22,472 
Total debt, net of discounts  $436,715   $412,243 

 

On February 6, 2014, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of $16,500. This promissory note bears interest at an annual rate of 8%, and a default rate of 18%, which was to be paid with principal in full on the maturity date of November 10, 2014. The principal amount of the note together with interest may be converted into shares of common stock, par value of $0.0001 (“Common Stock”) at the option of the lender at a conversion price equal to thirty five percent at the market price, calculated as the average of the lowest three trading prices during the 10 trading days prior to the conversion. As the note was not repaid on November 10, 2014, a penalty of $5,473 has been added to the principal balance of the note. As of June 30, 2015, conversions totaling $14,325 have been recorded and 4,359 shares of the Company’s Common Stock have been issued as a result of the conversion. For the year ended June 30, 2016, additional conversions of $6,790 were recorded, resulting in the issuance of 10,545 shares of Common Stock. At March 31, 2017 and June 30, 2016, the remaining debt balance is $860.

 

On April 7, 2014, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of $32,500. This promissory note bears interest at an annual rate of 8%, and a default rate of 18%, which was to be paid with principal in full and interest on the maturity date of January 9, 2015. The principal amount of the note together with interest may be converted into shares of Common Stock, at the option of the lender at a conversion price equal to forty one percent at the market price, which is the average of the lowest three trading prices during the 10 days prior to the conversion. The note has matured unpaid. As a result, a penalty of $16,250 has been added to the principal balance of the note. No debt conversions have been recorded, and at March 31, 2017 and June 30, 2016, the debt balance remains at $48,750.

On April 9, 2014, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of $42,000. This promissory note bears interest at an annual rate of 8%, with a default rate of 16%, which is to be paid with principal in full on the maturity date of April 9, 2015. The principal amount of the note together with interest may be converted into shares of Common Stock at the option of the lender at a conversion price equal to fifty percent of the lowest closing price bid during the 18 days prior to the conversion. As the note was not repaid on April 9, 2015, a penalty of $4,240 has been added to the principal balance of the note. As of June 30, 2015, conversions totaling $8,810 have been recorded and 2,515 shares of the Company’s Common Stock have been issued as a result of the conversion. For the year ended June 30, 2016, additional conversions of $21,615 were recorded, resulting in the issuance of 259,010 shares of Common Stock. At March 31, 2017 and June 30, 2016, the remaining debt balance is $15,815.

On May 27, 2014, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of $25,000. These promissory note bears interest at an annual rate of 8% which is to be paid with principal and interest on the maturity date of May 27, 2015. The principal amount of the note together with interest may be converted into shares of Common Stock at the option of the lender at a conversion price equal to fifty percent of the lowest closing price bid during the 18 days prior to the conversion. As of June 30, 2016, conversions totaling $2,423 were recorded, resulting in the issuance of 991 shares of Common Stock. At March 31, 2017 and June 30, 2016, the remaining debt balance is $22,577.

On February 20, 2015, the Company issued a convertible debenture for the gross proceed of $25,000. The debenture matured on February 20, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $37,500 with 8% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 20 days prior to the conversion. At March 31, 2017 and June 30, 2016 the debt balance is $37,500. 

8


 
 

 

On March 16, 2015, the Company issued a convertible debenture for the gross proceed of $15,000. The debenture matured on March 16, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $22,500 with 8% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 20 days prior to the conversion. At March 31, 2017 and June 30, 2016 the debt balance is $22,500.

On August 20, 2015, the Company issued a convertible debenture of $25,000 as a result of a partial transfer of the August 1, 2014 note to a new holder. The debenture matures on August 20, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $25,000 with 8% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at the lower of fifty percent of the lowest market price during the 20 days prior to the conversion. As of June 30, 2016, conversions totaling $16,913 have been recorded and 208,269 shares of the Company’s Common Stock have been issued as a result of the conversion. The note balance at March 31, 2017 and June 30, 2016 is $8,087.

On November 5, 2015, the Company issued a convertible debenture for gross proceeds of $30,000. The debenture matured on June 5, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $40,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 40 days prior to the conversion. One debt conversion has occurred on August 2, 2016, resulting in the issuance of 72,222 shares of common stock to retire $6,500 on debt. The note balance at March 31, 2017 is $33,500 and the balance at June 30, 2016 is $40,000.

On December 2, 2015, the Company issued a convertible debenture for the gross proceeds of $20,000. The debenture matured on June 2, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $25,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to thirty percent of the lowest closing price during the 30 days prior to the conversion. No debt conversions have occurred and the note balance at March 31, 2017 and June 30, 2016 is $25,000.

On December 3, 2015, the Company issued a convertible debenture of $19,500 as a result of a partial transfer of the August 1, 2014 note to a new holder. The debenture matured on June 3, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $19,500 with 5% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at thirty percent of the lowest market price during the 30 days prior to the conversion. As of June 30, 2016, conversions totaling $3,000 have been recorded and 55,556 shares of the Company’s Common Stock have been issued as a result of the conversion. The note balance at March 31, 2017 and June 30, 2016 is $16,500.

On December 3, 2015, the Company issued a convertible debenture of $105,000 as a result of a transfer of the August 1, 2014 note to a new holder. The debenture matures on July 3, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $105,000 with 5% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 40 days prior to the conversion. As of June 30, 2016, conversions totaling $7,500 have been recorded and 83,333 shares of the Company’s Common Stock have been issued as a result of the conversion. The note holder assigned $6,000 of the note to another note holder, and the remaining balance of this note at March 31, 2017 and June 30, 2016 is $91,500.

On December 30, 2015, the Company issued a convertible debenture for gross proceeds of $5,000. The debenture matures on June 30, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $7,500 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 40 days prior to the conversion. The note balance at March 31, 2017 and June 30, 2016 is $7,500.

On March 31, 2016, the Company issued a convertible debenture for gross proceeds of $10,000. The debenture matures on July 1, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $13,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 30 days prior to the conversion. The note balance at March 31, 2017 and June 30, 2016 is $13,000.

On January 5, 2016, the Company issued a convertible debenture of $19,618 as a result of a transfer of the November 8, 2014 note to a new holder. The debenture matures on July 5, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $19,618 with 5% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 30 days prior to the conversion. As of June 30, 2016, conversions totaling $3,992 have been recorded and 221,778 shares of the Company’s Common Stock have been issued as a result of the conversion. The note balance at March 31, 2017 and June 30, 2016 is $15,626.

9


 
 

 

On January 13, 2016, the Company issued a convertible debenture for gross proceeds of $20,000. The debenture matures on January 13, 2017. The terms of the debenture require the Company to pay the debenture investor a principal sum of $26,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to forty-five percent of the lowest closing price during the 30 days prior to the conversion. The note balance at March 31, 2017 and June 30, 2016 is $26,000.

On January 19, 2016, the Company issued a convertible debenture for gross proceeds of $2,500. The debenture matures on January 19, 2017. The terms of the debenture require the Company to pay the debenture investor a principal sum of $4,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to forty-five percent of the lowest closing price during the 30 days prior to the conversion. The note balance at March 31, 2017 and June 30, 2016 is $4,000.

On February 25, 2016, the Company issued a convertible debenture for gross proceeds of $19,500. The debenture matures on July 3, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $33,500 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 30 days prior to the conversion. The note balance at March 31, 2017 and June 30, 2016 is $33,500

On February 23, 2016, the Company issued a convertible debenture of $2,500 as a result of a partial transfer of the December 3, 2015 note to a new holder. The debenture matures on July 3, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $2,500 with 5% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 40 days prior to the conversion. The note balance at March 31, 2017 and June 30, 2016 is $2,500

On March 13, 2016, the Company issued a convertible debenture of $3,500 as a result of a partial transfer of the December 3, 2015 note to a new holder. The debenture matures on July 3, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $3,500 with 5% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 40 days prior to the conversion. The note balance at March 31, 2017 and June 30, 2016 is $3,500.

On July 11, 2016, the Company issued a convertible debenture for gross proceeds of $1,200. The debenture matures on January 11 2017. The terms of the debenture require the Company to pay the debenture investor a principal sum of $2,500 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 30 days prior to the conversion. The note balance at March 31, 2017 is $2,500

On July 20, 2016, the Company issued a convertible debenture for gross proceeds of $5,500. The debenture matures on January 20, 2017. The terms of the debenture require the Company to pay the debenture investor a principal sum of $6,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 30 days prior to the conversion. The note balance at March 31, 2017 is $6,000

The conversion price of the notes issued in is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the notes was recognized as a derivative instrument at the issuance date and is measured at fair value at each reporting period. For convertible debentures issued in the first nine months of fiscal 2017, the Company determined that the aggregate fair value of the conversion features was $16,514 at the issuance dates. Debt discount was recorded up to the $8,500 face amount of the note and is amortized to interest expense over the term of the note. The fair value of the conversion feature in excess of the principal amount allocated to the notes in the aggregate amount of $8,014 was expensed immediately as additional interest expense.

For convertible debentures issued in fiscal 2016, the Company determined that the aggregate fair value of the conversion features was $864,674 at the issuance dates. Debt discount was recorded up to the $286,500 face amount of the note and is amortized to interest expense over the term of the note. The fair value of the conversion feature in excess of the principal amount allocated to the notes in the aggregate amount of $578,174 was expensed immediately as additional interest expense. A total of $30,972 and $1,944 of debt discount was charged to interest expense in the nine and three-month periods ended March 31, 2017.

Accrued interest payable on the convertible notes amounted to $66,782 at March 31, 2017 and $42,589 at June 30, 2016.

 

10


 
 

 

Note 5 – Income Taxes

 

At March 31, 2017, the Company had net operating loss carryforwards for federal income tax purposes of approximately $1,700,000 that expire in the years 2017 through 2032. The Company has provided an allowance for the full value of the related deferred tax asset since it is more likely than not that none of such benefit will be realized. Utilization of the net operating losses may be subject to annual limitations provided by Section 382 of the Internal Revenue Code and similar state provisions.

 

Due to the loss for the nine- and three-month periods ended March 31, 2017 and 2016, the Company has recorded no income tax expense in any of these periods.

  

Note 6 – Related Party Transactions

 

The Company owes its Chief Executive Officer and Chairman of the board of directors unpaid salary of $290,527 and $88,027 as of March 31, 2017 and June 30, 2016, respectively.

 

Note 7 – Stockholders’ Deficit

 

At the opening of trading on September 16, 2016, we effected a reverse split of our common stock at a ratio of 1:1800. As a result of the reverse stock split, each of our 1,800 pre-split shares of common stock outstanding automatically combined into one new share of common stock without any action on the part of the respective holders, and the number of outstanding shares of our common stock was reduced from approximately 27.6 billion shares to 1,532,785 shares. The reverse stock split also applied to shares of common stock issuable upon the conversion of outstanding notes payable and convertible preferred stock and upon the exercise of outstanding warrants and stock options.

 

The Company is authorized to issue 4,500,000,000 shares of its common stock, par value $0.0001.

 

In the first quarter of fiscal 2017, the Company issued 72,222 shares of common stock to a convertible note holder to retire $6,500 in debt.

  

Note 8 – Fair Value

 

The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

  • Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has the ability to access at the measurement date.

 

  • Level 2: inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

  • Level 3: inputs are unobservable inputs for the asset or liability.

Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, we base fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management’s own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows that could significantly affect the results of current or future value.

 

11


 
 

 

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value where it is practicable to do so for financial instruments not recorded at fair value (disclosures required by the Fair Value Measurements Topic of the FASB Accounting Standards Codification).

 

Cash and cash equivalents, accounts receivable, and accounts payable

 

In general, carrying amounts approximate fair value because of the short maturity of these instruments.

 

Debt

 

At March 31, 2017 and June 30, 2016, debt was carried at its face value plus accrued interest due to the fact that the debt is fully callable by the lender.    Based on the financial condition of the Company, it is impracticable for the Company to estimate the fair value of the short and long-term debt.

 

Liabilities Measured and Recognized at Fair Value on a Recurring Basis

 

The following table presents the amounts of liabilities measured at fair value on a recurring basis as of March 31, 2017 and June 30, 2016.

 

Derivative Liability

 

The fair value of the derivatives that are traded in less active over-the counter markets are generally measured using pricing models with market observable inputs such as interest rates and equity index levels.  These measurements are classified as Level 3 within the fair value of hierarchy. The derivative liabilities are adjusted to their fair market value at the end of each quarter. The calculation of the derivative liability considers the principal amount of convertible debt and includes any potential conversion of accrued interest payable. The embedded derivatives for five of the convertible notes payable, which contain a 40-day lookback period for the determination of the conversion price, were valued at significantly high dollar amounts at March 31, 2017, due to the increase in the market price of the Company’s common stock on March 31, 2017, in comparison to the lowest trading price during the 40-day lookback period. This significant increase in valuation reversed itself in the subsequent fiscal quarter.

 

 

   Total  (Level 1)  (Level 2)  (Level 3)
             
June 30, 2016                    
                     
Derivative liability  $872,465    —      —     $872,465 
                     
March 31, 2017                    
                     
Derivative liabilities  $40,383,242    —      —     $40,383,242 

 

The Company has no instruments with significant off balance sheet risk.

  

Note 9 – Discontinued Operations

 

On October 7, 2015, title to the Company’s former subsidiary’s placer gold claims for property located in north central British Columbia, were transferred to a third party (the “Lender”) who had loaned the subsidiary $185,000 (the “Loan”). These claims, and all equipment, machinery, vehicles and ancillary buildings to process the claims were used as collateral for the Loan.  The collateral was foreclosed on by the Lender and the assets are no longer owned by the Company. Due to the foreclosure in October 2015, and the Company's discontinuance of the mining operations, the mining business is presented as a discontinued operations in the financial statements for the nine-month periods ended December 31, 2015. The income from discontinued operations in the nine- and three-month periods ended March 31, 2016 amounted to $21,492 and $1,875, respectively.

  

12


 
 

 

Note 10 – Subsequent Events

 

On February 1, 2018, the Company issued a convertible debenture for gross proceeds of $35,000. The debenture matures on February 1, 2019. The terms of the debenture require the Company to pay the debenture investor a principal sum of $45,000 with 12% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest trading price during the 30 days prior to the conversion.

On February 1, 2018, the Company issued a convertible debenture in exchange for a reduction in principal payable of $17,000 and interest payable of $3,000 on a convertible debenture that was originally issued on November 5, 2015. The new debenture matures on February 1, 2019. The terms of the debenture require the Company to pay the debenture investor a principal sum of $20,000 with 12% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock at a conversion price equal to the lower of $0.0023 per share or fifty percent of the lowest trading price during the 40 days prior to the conversion.

On February 1, 2018, the Company issued a convertible debenture for gross proceeds of $10,000. The debenture matures on August 1, 2018. The terms of the debenture require the Company to pay the debenture investor a principal sum of $15,000 with 8% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest trading price during the 30 days prior to the conversion.

One February 22, 2018, the Company issued 415,983 shares of restricted Common Stock for a one-year investor relations contract.

On February 28, 2018, the Company entered into two asset purchase agreements with a non-affiliated individual, pursuant to which it contemporaneously acquired certain assets which will allow the Company, subject to the Company applying for and being issued the required licenses, to establish a legal medicinal and recreational marijuana grow operation in California. The assets purchased include a state-of-the-art 150 light indoor hydroponics facility, eight greenhouses, ranging in size from 8,800 square feet to 60,000 square feet, various permits and additional fixtures, equipment and supplies. The purchase price for the assets consists of 20,000,000 shares of our common stock issued to the seller and $15,000,000 in cash payable in installments over a two-year period.

On March 1, 2018 the Company issued 15,000,000 shares of restricted Common Stock to its Chief Executive Officer, as payment of $501,000 in accrued compensation.

On March 1, 2018, the Company issued a convertible debenture for gross proceeds of $4,000. The debenture matures on September 1, 2018. The terms of the debenture require the Company to pay the debenture investor a principal sum of $7,500 with 8% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest trading price during the 30 days prior to the conversion.

On March 3, 2018, the Company hired a Chief Operating Officer for a base salary of $42,500 and $49,500 for the periods ending December 31, 2018 and 2019, respectively, payable in Common Stock of the Company at a conversion rate of $0.125 per share.

On April 1, 2018, the Company issued a convertible debenture for gross proceeds of $8,500. The debenture matures on October 1, 2018. The terms of the debenture require the Company to pay the debenture investor a principal sum of $12,500 with 8% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest trading price during the 30 days prior to the conversion.

On April 1, 2018, the Company sold 150,000 shares of its Common Stock for $10,500.

On June 1, 2018, the Company sold 150,000 shares of its Common Stock for $10,500.

 

13


 
 

 

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

 

This quarterly report on Form 10-Q and other reports filed by the Company from time to time with the U.S. Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

 

Overview 

 

We began operating as a cannabis-delivery operation in California, in fiscal 2017, where we made deliveries to individuals who had a doctor’s prescription for medical marijuana. We stopped our delivery operation activities in fiscal 2018, and entered into two asset purchase agreements that allow us to purchase a 150-light indoor-hydroponics facility, and eight greenhouses, ranging from 8,800 square feet to 60,000 square feet, with equipment fixtures and supplies. The purchase agreement is subject to the Company applying for and being issued the required licenses to establish a legal medical and recreational marijuana grow operation in California. In fiscal 2016 our efforts consisted of gold mining operations in Canada. However, those operations have been classified in our financial statements as discontinued operations, as we ceased operations and divested the Canadian subsidiary that was focused on mining.

 

Our limited operating history and the uncertain nature of our future operations and the markets we address or intend to address make prediction of our future results of operations difficult. Our operations may never generate significant revenues, and we may never achieve profitable operations.    

Results of Operations

 

For the Nine Months Ended March 31, 2017 Compared to the Nine Months Ended March 31, 2016

 

We recorded revenues of $45,338 and a gross profit of $22,080 in the nine months ended March 31, 2017, as compared to $0 revenues and gross profit in the nine months ended March 31, 2016. The increase in revenues and gross profit is the result of the operation of our delivery service for medical marijuana in fiscal 2017.

 

General and administrative expenses increased by $198,373 to $232,593 for the nine-months ended March 31, 2017 from $34,220 reported in the nine-months ended March 31, 2016. The increase is primarily attributable to an accrual for unpaid salary for our Chief Executive Officer of $202,500 in the nine months ended March 31, 2017.

 

Professional fees increased by $14,046 to $37,102 for the nine-months ended March 31, 2017 from $23,056 reported in the nine-months ended March 31, 2016. The increase is primarily attributable to legal fees related to our reverse split in September of 2016.

 

We incurred no consulting fees for the nine-months ended March 31, 2017 as compared to $351,798 in consulting fees in the nine-months ended March 31, 2016. In fiscal 2016, prior management hired outside consultants.

 

For the nine months ended March 31, 2017 we had a non-cash loss on the change in value of derivative liabilities of $39,505,911, as compared to a loss of $92,481 in the first nine months of fiscal 2016. The losses are due to the higher market value of embedded derivatives in our debt instruments, at the end of the quarter, in comparison with the market value when the debt originated. 

For the Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

 

We recorded revenues of $45,338 and a gross profit of $22,080 in the three months ended March 31, 2017, as compared to $0 revenues and gross profit in the three months ended March 31, 2016. The increase in revenues and gross profit is the result of the operation of our delivery service for medical marijuana in fiscal 2017.

 

14


 
 

 

General and administrative expenses increased by $68,656 to $91,895 for the three-months ended March 31, 2017 from $23,239 reported in the three-months ended March 31, 2016. The increase is primarily attributable to an accrual for unpaid salary for our Chief Executive Officer of $67,500 in the quarter ended March 31, 2017.

 

Professional fees decreased by $4,835 to $0 for the three-months ended March 31, 2017 from $4,835 reported in the three-months ended March 31, 2016. The decrease is attributable a decrease in legal fees.

 

We incurred no consulting fees for the three-months ended March 31, 2017 as compared to $4,467 in consulting fees in the three-months ended March 31, 2016. In fiscal 2017, we have not hired outside consultants, whereas in fiscal 2016, prior management hired outside professionals.

 

For the three months ended March 31, 2017 we had a non-cash loss on the change in value of derivative liabilities of $39,512,232 as compared to a loss of $432,122 in the three-month period ended March 31, 2016. The losses are due to the higher market value of embedded derivatives in our debt instruments, at the end of the quarter, in comparison with the market value when the debt originated. 

Liquidity and Capital Resources

 

At March 31, 2017, we had cash and cash equivalents of $135 and negative working capital of $41,326,303 as compared to cash and cash equivalents of $0 and negative working capital of $1,525,926 at June 30, 2016.

 

Net cash used in operating activities amounted to $6,565 and $102,804 in the nine-months ended March 31, 2017 and 2016, respectively. The principal use of cash from operating activities in the nine-months ended March 31, 2017 was the net loss of $39,818,525, which was offset by two non-cash items, amortization of debt discounts of $40,786 and an increase in the fair market value of derivatives of $39,505,911. In addition, there was an increase in operating liabilities of $265,263. The principal use of cash from operating activities in the nine-months ended March 31, 2016 was the net loss of $518,476, which was offset by an increase in the market value of derivatives of 92,761, share based payments of $283,383 and the amortization of debt discount of $41,121.

 

There was no investing activity in the nine-months ended March 31, 2017 and 2016

 

Net cash provided by financing activities aggregated $6,700 and $97,994 in the nine-months ended March 31, 2017 and 2016, respectively, from the proceeds of the sale of convertible notes, plus $4,800 from the sale of common and preferred stock in the none months ended March 31, 2016.

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of our company as a going concern.  However, we have sustained net losses from operations during the last several years, and we have very limited liquidity.  Our operating losses have been funded through the issuance of equity securities and borrowings. Management anticipates that we will be dependent, for the near future, on our ability to obtain additional capital to fund our operating expenses and anticipated growth. The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern.  Our operating losses have been funded through the issuance of equity securities and borrowings. 

15


 
 

 

Although we have improved our balance sheet with transactions to settle our debt, we continue to have liabilities in excess of our assets.  We are working to settle our remaining liabilities and to raise cash to support our operating loss, and we continually consider a variety of possible sources.  We are in default of most of our debt agreements. In the current economic environment, the procurement of outside funding is extremely difficult and there can be no assurance that such financing will be available, or, if available, that such financing will be at a price that will be acceptable to us.  If we are unable to generate sufficient revenues or raise additional capital, our operations will terminate. 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide information under this item.

 

Item 4. Controls and Procedures.

 

(a) Disclosure Controls and Procedures.

 

The Company’s management, with the participation of the Company’s principal executive officer (“PEO”) / principal financial officer (“PFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the PEO / PFO concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the PEO / PFO, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses in our disclosure controls and procedures consisted of:

 

There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”) and the financial reporting requirements of the SEC;

 

There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements; and

 

There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.

 

(b) 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) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

16


 
 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide information under this item.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None, except as described in Note 4 – Principal Financing Arrangements.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

 

Exhibit No.   Document
     
31   Certification by the Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
     
32   Certification by the Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
EX-101.INS   XBRL Instance Document
EX-101.SCH   XBRL Taxonomy Extension Schema
EX-101.CAL   XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF   XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB   XBRL Taxonomy Extension Label Linkbase
EX-101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

 

 

 

 

 

 

17


 
 

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 hereunto duly authorized.

 

 

   
Date: : October 9, 2018 GOLDEN GLOBAL CORP.
   
  By: /s/ Erik Blum  
  Erik Blum
  Chairman of the Board and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

18