0001104659-20-054422.txt : 20200430 0001104659-20-054422.hdr.sgml : 20200430 20200430160558 ACCESSION NUMBER: 0001104659-20-054422 CONFORMED SUBMISSION TYPE: 1-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200430 DATE AS OF CHANGE: 20200430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Future Labs V, Inc. CENTRAL INDEX KEY: 0001734237 STANDARD INDUSTRIAL CLASSIFICATION: LAWN & GARDEN TRACTORS & HOME LAWN & GARDEN EQUIPMENT [3524] IRS NUMBER: 823705318 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-K SEC ACT: 1933 Act SEC FILE NUMBER: 24R-00285 FILM NUMBER: 20835635 BUSINESS ADDRESS: STREET 1: 1134 11TH STREET, SUITE 101 CITY: SANTA MONICA STATE: CA ZIP: 90403 BUSINESS PHONE: 818-522-7480 MAIL ADDRESS: STREET 1: 1134 11TH STREET, SUITE 101 CITY: SANTA MONICA STATE: CA ZIP: 90403 1-K 1 primary_doc.xml 1-K LIVE 0001734237 XXXXXXXX N N 12-31-2019 Annual Report 12-31-2019 1438 9th Street Santa Monica CA 90401 310-310-2410 Series A Preferred Stock Future Labs V, Inc. 0001734237 DE 82-3705318 true PART II 2 tm2018030-1_partii.htm PART II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-K

ANNUAL REPORT

PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

For the fiscal year ended December 31, 2019

Future Labs V, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 024-11065

Delaware		82-3705318
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1438 9^th Street Santa Monica, CA		90401
(Address of principal executive offices)		(Zip Code)

	(310) 310-2410
	Registrant’s telephone number, including area code

Series A Preferred Stock

(Title of each class of securities issued pursuant to Regulation A)

TABLE OF CONTENTS

OUR BUSINESS	1

THE COMPANY’S PROPERTY	5

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5

DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES	7

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	8

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	8

FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND DECEMBER 31, 2018	11

In this Annual Report, references to “Future Labs V, Inc.”, “Graze”, “we,” “us,” “our,” or the “company” mean Future Labs V, Inc.

THIS ANNUAL REPORT MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

OUR BUSINESS

Company History

Graze was incorporated on December 4, 2017 when the team saw the need for a robotic lawnmower solution for the commercial landscaping industry that is still being overlooked. To date, the only robotic lawnmower solutions on the market are small, semi-autonomous mowers for small residential-sized lawns. Small, residential options are not suitable for commercial applications due to their reliance on above or below ground wires and/or beacons for the machine to move around safely. Put simply, the dynamic nature and unit economics of commercial job sites do not allow for small robotic solutions that require a planned infrastructure for navigation. In other words, commercial job site requirements preclude the use of a small mower that “bounces” back and forth in multiple directions inside of a virtual fenced-in lawn; instead, Graze customers require consistent, parallel lines mowed that promote the health of the lawn and desirable aesthetics.

Graze validated the problem, solution, and market fit when two of the largest commercial landscaping companies in the US (LandCare and Mainscape detailed below) each signed a conditional Letter of Intent “LOI” and began working closely with the team on the development of the product. These LOIs outline their interest in purchasing 400 units, collectively, for $30,000 each plus a monthly recurring SaaS (Software as a Service) fee of $1,000 per unit. Assuming five years of usable life per mower, each LOI represents up to $18,000,000 in potential revenue, together totalling $36,000,000. In addition to being the first two customers for Graze, these corporate partners have pledged to help Graze build the right product for their needs. This allows us to take the product to market with fewer iterations and a clear focus on the needs of the customer.

Investors should note that these conditional LOIs only represent potential revenue for the Company. LandCare and Mainscape are under no obligation to purchase any products and we may never generate any revenue based on these LOIs.

The CEO, John Vlay has over 35 years of experience in the land maintenance industry coupled with a penchant for technological advancements such as automation. John oversees the strategic direction of the product development team, which comprises a number of mechanical, electrical, and systems engineers from Wavemaker Labs. With John Vlay leading the way, the Graze team has already built a working prototype to test and evaluate sensor packages for building a fully autonomous lawn mower. At the moment, the focus of these sensor packages is safety and navigation. The team has recently begun working to merge software and hardware together for the purpose of testing the prototype in the field.

Principal Products and Services

Graze’s flagship product is the fully-electric, fully-autonomous lawn mower for the commercial landscaping industry. With Graze, landscapers can eliminate fuel costs and operator injuries, while reducing labor requirements by ~50% or more. With fuel and labor costs reduced from mowing services, Graze offers its customers an immediate and substantial boost in profits. In the case of Mainscape, operating profit on mowing is expected to jump from 6% to 43% thanks to the Graze mower. By turning this low margin segment into a profit center, commercial landscaping companies powered by Graze will be able to outbid their competition and win more jobs while retaining more profit.

As compared to traditional, human-operated lawn mowers, Graze also has distinct competitive advantages, due to its engineering, that set it apart from the competition. These include:

Autonomous movement: With the use of a robust sensor suite, including Radar, LiDAR, GPS, Ultrasonic and Odometry sensors, Graze can autonomously navigate commercial lawns, detect & avoid obstacles, and understand its current position relative to its starting point.

Electric-powered: Graze mowers are fully-electric, and therefore work in silence with minimal maintenance (battery replacement) required.

Command Center: Graze mowers are constantly transmitting data back to a command center that uses a Graphical User Interface (GUI), and allows landscaping teams to schedule mowing times, access unit diagnostics, and manage entire fleets of Graze mowers.

24/7 Operable: In addition to the sensor suite, Graze also features lights that illuminate the mowing path, enabling Graze to conduct night operations as well.

Consistent, Precise and Safe: Using Graze’s smart vision capabilities, advanced identification protocols have been engineered to help Graze not only accurately mow lawn areas, but also correctly identify potential obstacles like people, trees, animals and vehicles and avoid any accidents.

Environmentally Friendly: By virtue of being electric, Graze does not emit any of the harmful greenhouse gases that are emitted by traditional lawn mowers.

Larger, Commercial-grade mowing deck: Graze mowers also have a 53” mowing deck, which is 5x larger than the 9” mowing decks on competing mowers, making it much more suitable for commercial job sites.

As we progress we have milestones on our product roadmap that we would like to achieve. With scale, we hope to reduce the size of our mowing deck from 53” to 36”in order to optimize for the form factor of the mower. Our ultimate vision is for Graze to be a land maintenance platform, and therefore we want to make Graze customizable with modular mower attachments, including but not limited to edger, blower, leaf mulch and snow attachments. Future expansions may include fertilizing, weeding, shrub trimming and aeration tools.

Market

Landscaping services in the United States alone is a $100 billion industry with a trailing 5-year compound annual growth rate (CAGR) of 5% and 2019 net profits of $8.5 billion. Data from market research firm Stratistics Market Research Consulting suggests the global landscaping and gardening market is poised to grow at a CAGR of 7% through at least 2024, indicating the industry could grow to $140 billion domestically at that time. With a fairly even split in the industry between the commercial and residential segments, commercial landscaping, Graze’s target industry, has the opportunity to reach $70 billion. This is good news for Graze: as the commercial landscaping services industry grows, so does its core offering of lawn mowing.

Lawn mowing is a core component of almost all commercial landscaping businesses. Survey data shows that as much as 46% of gross revenue is derived from mowing services, making commercial lawn mowing a $23 billion per year industry with the opportunity to grow to $32 billion in the United States in 2024.

As the demand for mowing services increases, so too will the demand from those service providers for mowing equipment. Over the past five years the commercial lawn mower market has experienced steady growth and that trajectory is expected to continue. Today, the global commercial lawn mower market exceeds $5 billion, with 40% of demand ($2.1 billion) coming from the US market. These markets are expected to grow at a 5% CAGR approaching $7 billion and $3 billion, respectively, by 2024. More bullish projections suggest, due in large part to factors mentioned below, the domestic commercial lawn mower market could surpass $4 billion by 2024.

The majority of these markets, both residential and commercial, are concentrated across a few major players, including John Deere, Honda Motor Company, Husqvarna, the Toro Company, and Kubota. Commercial mowers are one of the fastest growing categories of garden equipment and are growing in popularity outside of the United States, especially as urban landscaping and backyard beautification becomes more on trend.

Most of the growth in this market can be attributed to the following:

●

Nature-scaping: Increasing consumer demand for housing allows people and nature to coexist with landscaping.

●

Demand for greenery in urban settings: The development of sustainable cities, which include introducing more greenery among traditionally urban settings, has increased the demand for mowers that are smaller, easier to operate, and quieter. In fact, one sub-target of the eleventh goal of the UN 2030 Agenda for Sustainable Development recommends the provisioning of secure and accessible UGS, in particular for vulnerable population groups such as elderly and children.

●

Developing markets: growing demand from developing countries, particularly from governmental agencies in Asia Pacific, where the desire to be more sustainable has increased over the past few years.

●

Growing do-it-for-me (DIFM) market: increasing income levels and an aging population have resulted in the DIFM market outpacing the do-it-yourself (DIY) market, increasing the demand for professional landscaping and mowing services.

The combination of increased demand for commercial landscaping and increasing emissions regulations on non-road vehicles (to include commercial lawn mowers) has led to an increased focus on developing more sustainable mowers. This includes producing equipment that is more efficient, less pollutive, and easier to operate, thereby reducing both operational cost and environmental impact. Many of the companies listed above have joined the electric revolution but have been focused on the residential market. Research suggests that commercial users will be quick to adopt new electric technology once products in the market have proven to be able to match the performance of gas-powered mowers while cutting operating costs.

By partnering with industry leaders to ensure it meets performance and cost-cutting requirements, Graze is ready to take its cut of a commercial lawn mower market that is large, growing, and ripe for innovation.

Design & Development

We are currently developing the minimal viable product (“MVP”), which will focus on the most important features of our product: safety, quality mowing, and self-navigation.

●

Hardware: We’re currently evaluating the chassis for the MVP. We’re doing a deep dive into both electric and combustible powered mowers to decide which product is best to build on top of.

●

Computer Vision: Our computer vision identifies nearby objects and is being taught how to classify and react to them.

●

Navigation: Our engineers have already begun simulating/testing perception controls and navigation.

●

Instrument Cluster: We’re actively working on separating instrument clusters. This involves spec’ing the various components that control the robot and avoiding potential problems, such as shielding and electromagnetic interference between instruments.

Manufacturing:

The strategy for manufacturing will evolve with production volumes, leveraging contract manufacturers to meet initial and medium-term demand while Graze builds and fine tunes its internal production lines to service long-term demand. Ultimately, all Graze products will be produced internally in order to maintain control over quality and cost, and most importantly, to ensure there is a direct source of feedback for ongoing product improvement.

Initial pre-production volumes, roughly on the order of 10-50 units, will be produced in small batches internally. This will allow Graze to rapidly address any issues that may arise and help ensure a smooth ramp-up for the contract manufacturer. Once released for production, demand will be met by a combination of the output from the contract manufacturers along with our own internal production lines, the majority from the contract manufacturer at first. This will allow Graze to focus on automation and quality programs without restricting production volumes. Internal production will increase and in time be the sole source of Graze products.

Competition

Graze’s primary competitors are twofold:

Traditional human-operated lawn mower manufacturers (both gas & electric); and

Self-driving lawn mower manufacturers (both gas & electric).

First, the existing players in the market are well known and established. John Deere (10.8%), The Toro Company (10%), Husqvarna (9.4%) and Honda Motor Co. (6.5%) collectively own 36.7% of the $9.3 billion US Lawn and Garden Equipment market. While these incumbents pose the biggest risk to Graze should they introduce self-driving machines, they are far more likely to acquire this technology to speed up their time to market. There is evidence for this in John Deere’s $305 million acquisition of Blue River Technology and its “See & Spray” weed control technology. Industry disruptors like Left Hand Robotics, which is making a gas-powered autonomous mower, are making products that are incredible for certain applications but they don’t quite solve the problem that we’re tackling. For one, their product is far too large to fit in the trailers that landscaping companies use to haul several mowers, and other equipment between job sites. Additionally, our sales process differs as Left Hand is targeting single use customers that will keep the product on site (in a shed for example), instead of targeting the landscaping companies like we are. Left Hand’s mower could be used by a large private property such as a university, but they would still have to pay a landscaping company to handle smaller ancillary jobs, such as weeding, pruning, and tending to flower beds.

Unlike the aforementioned companies producing gas-powered mowers, a small group of industry entrants are producing electric, human-operated mowers. Widely known as the best in this sub-category is Mean Green. These small players have struggled to establish a foothold as switching costs are not offset by fuel savings alone. As a result, none have experienced mass adoption of their products. Graze, however, will be the first of its kind in commercial mowing – a fully electric, fully autonomous commercial lawn mower. As such, Graze will be able to hurdle switching costs obstacles and gain mass adoption, as evidenced by its $36m in pre-orders from LandCare and Mainscape via conditional letters of intent.

Second, there are a small group of companies producing or working on self-driving applications for lawn mowing. This category can further be divided into residential and commercial products; and, residential applications are way ahead of commercial solutions in the market. The biggest players in this residential subset are iRobot, Husqvarna, and John Deere, each of whom is producing only small, semi-autonomous products that require ground wires to navigate within virtual fences. Without the ability to navigate large panels of grass without human-installed infrastructure, these solutions are not and will not be viable for the commercial landscaping industry. There is no evidence to suggest any of these companies are working on commercial applications of these products, however, the size and expertise of industry incumbents would give them an advantage, should any of them desire to bring a fully autonomous commercial product to market.

In the case of iRobot, the company said its Terra robotic lawn mower would only be available for sale on a limited basis in Germany, and as a tightly controlled beta program in the U.S. starting in 2020.

Customers:

At present, Graze has two anchor customers, Mainscape and LandCare, which are two top 15 commercial landscaping companies in the US. Both Mainscape and LandCare have signed conditional LOIs with Graze, which details the combined potential purchase of 400 mowers by Mainscape and LandCare, which could generate $36,000,000 in revenue for Graze.

In addition, in 2020 Graze secured a partnership with Sundale Country Club based in Bakersfield, California. As part of the partnership, Sundale Country Club has agreed to purchase 10 Graze units, representing a contract value of $900,000 over 5 years. In addition to their role as a buyer, Sundale Country Club will also provide valuable developmental insight to Graze on adapting the lawn mower’s capabilities to mow golf courses.

Employees

The Company currently has one dedicated executive, CEO John Vlay. Graze also relies on part time contractors for a variety of functions, including marketing, business development, and finance. As a part of our capital raise, we plan to initially hire a number of engineers to assist in future research and development, with the main goal of finishing our minimum viable product and preparing for production. Additional hires will include individuals in sales, marketing, and administrative roles.

THE COMPANY’S PROPERTY

The Company currently has no long-term or short-term leases and works out of the offices of Future VC, LLC dba Wavemaker Labs in Santa Monica, CA.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this Offering Circular. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Operating Results – Fiscal Years Ended December 31, 2018 and 2019

Through fiscal years ended December 31, 2018 and 2019, the company was still in an early stage of development and had not yet generated revenue. Nevertheless, the company did sign Letters of Intent (LOIs) with two large commercial landscaping companies, Mainscape and LandCare. As per the LOI, Mainscape and LandCare agreed to potentially purchase 400 Graze units collectively, which represents a $36,000,000 revenue opportunity for Graze over 5 years.

On the expense side, in the fiscal year Jan 1, 2018 - Dec 31, 2018 our costs consisted wholly of general & administrative costs, which totaled $17,287. In the fiscal year Jan 1, 2019 - Dec 31, 2019 we incurred significantly greater costs, with the primary drivers being research and development expenses of $582,082, sales & marketing expenses of $45,144, and general & administrative expenses of $186,089. The total operating expenses for the fiscal year 2019 were $813,315.

Since the end of the period covered by our audited financial statements, we expect to have increases in our legal and professional, research and development, marketing, and administrative expenses. Labor costs from full time and part time employees will also increase as we begin to ramp up prototype development efforts.

Liquidity and Capital Resources – Fiscal Years Ended December 31, 2018 and 2019

As of December 31, 2018, the company’s Cash and Cash Equivalents balance was $46,250. In June 2018, the company loaned $250,000 to Wavemaker Partners V, LP at a 6% compounded interest rate. This loan is due to be repaid in 2020.

As of December 31, 2019, the company’s Cash and Cash Equivalents balance was $64,073. In 2019, the company borrowed money from a number of related parties to fund operations. Details of these loans can be found in the Interest of Management and Others in Certain Transactions section of this Form 1-K.

The company is not generating revenue and requires the continued infusion of new capital to continue business operations. The company plans to continue to try to raise additional capital through crowdfunding offerings, equity issuances, or any other method available to the company.

In December 2019, the Company received qualification to begin the sale of its Series A Preferred Stock via a Regulation A+ offering. As of the date of this report, there have been no sale of securities and no commissions paid to its broker dealer as the minimum offering amount of $1,000,000 has not yet been hit and no closings have occurred. The offering is still ongoing.

Trend Information

Since launching in 2017, the company has historically maintained minimal expenses. In 2018, the Company obtained letters of intent from two customers, which include a non-binding commitment to purchase 400 mowers at a purchase price of $30,000 per mower.

The Company has begun ramping up research and development of its prototype in 2019, and by July 2019, had a working version of its prototype. In Q4 2019, the Company delivered its 2^nd working version of its prototype, which focused on form factor and the placement of its sensor suite. The Company is currently planning to release the 3^rd version of its prototype in Q3 2020. The Company expects to start have a minimal viable product in 2021 and to begin production and deliver the first batch of working mowers to its two customers sometime thereafter. Prior to then, we anticipate increased expenses attributable to engineering, research and development, business development, marketing, and fundraising. Any delays in the development process can possibly have an affect on the Company’s ability to meet this deadline. These delays could be the result of inadequate financing and capital, lack of manufacturing resources, or unforeseen delays in the development process.

DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

Name	Position	Age	Term in Office
Executive Officers
James Jordan	Chairman	39	Indefinite, appointed December 2017
John Vlay	CEO	60	Indefinite, appointed May 2019
Directors
James Jordan	Director	39	Indefinite, appointed December 2017

James Jordan, Chairman

James has been a Partner at Wavemaker Partners since 2018 and founded Wavemaker Labs, a corporate venture studio in 2016. Prior to that, James was Manager Partner at early stage venture fund Canyon Creek Capital, a position he has held since 2010. James (“Buck”) is a technologist and early stage venture investor with a successful track record of building businesses at the leading edge of technology and in transformative high growth markets, such as robotics, digital media, and consumer products. He has led investments in successful startups such as Relativity Space, Gyft, Winc, Miso Robotics, ChowNow, Jukin Media and others. His operating expertise was honed during his time as a management consultant, working on Capitol Hill in Senator Arlen Spector’s office, and as an Army Blackhawk Pilot.

John Vlay, CEO

John led Jensen Landscape as Chairman, CEO, and President for eleven of his 35 years with this award-winning landscape construction and maintenance company. He design-built the San Francisco Bay Area’s first green roof at the GAP headquarters and oversaw the iconic California Academy of Sciences two-and-a-half acre green roof in Golden Gate Park. Under John’s leadership, Jensen acquired a maintenance company in 2008 to extend Jensen’s geographic reach to Sacramento and the North Bay before selling Jensen Landscape to private equity backed Monarch Landscape in 2016. There John oversaw Safety for Monarch’s six rollup companies in five states and worked with the Monarch CEO on acquisition prospects. John left Jensen in 2018, after which he has engaged in a number of consulting roles. As a member of Vistage, a CEO advisory group, John has gained insights into many varied businesses and is currently involved with two other landscape related companies with unique patented products. John is a graduate of the University of California, Los Angeles (UCLA) in Business and Economics.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended December 31, 2019, we compensated our directors and executive officers as follows:

Name	Capacity in which compensation was received	Cash Compensation		Other Compensation		Total Compensation
John Vlay	CEO	$	50,000	$	0	$	50,000
James Jordan	Chairman	$	0	$	0	$	0

*No stock options were granted to our executive officers & directors during the fiscal year ended December 31, 2019.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

Title of Class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable	Percent of Class
Class F Stock	James Jordan	12,500 shares held directly, and 1,106,861 shares held through Future VC, LLC.	N/A	37.31%
Class F Stock	Future VC, LLC	2,373,327 shares held directly	N/A	79.11%

Amounts are as of April 2020. The final column (Percent of Class) includes a calculation of the amount the person owns now, plus the amount that person is entitled to acquire. That amount is then shown as a percentage of the outstanding amount of securities in that class if no other people exercised their rights to acquire those securities. The result is a calculation of the maximum amount that person could ever own based on their current and acquirable ownership, which is why the amounts in this column will not add up to 100%.

James Jordan owns a majority of the voting control of Future VC, LLC via his ownership of 1,106,861 shares.

All shares of Common Stock were converted into Class F Stock as of October 2019.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The Company has a number of loans receivable from related parties that were issued in 2018 and 2019 and still remain outstanding as of year-end 2019. These all bear interest at 3% per annum and have a total principal outstanding balance of $397,153. An additional loan receivable was also issued in 2018 which bears an interest rate of 6% per annum and has a principal outstanding balance of $250,000. In February 2019, the Company loaned an additional $30,000 to a related party under a promissory note, which was fully repaid in April 2019. During the years ended December 31, 2019 and 2018, the Company recognized interest income of $18,464 and $7,685, respectively, on these loans, all of which remains unpaid as of December 31, 2019 and 2018.

The Company has three loans payable to related parties that were issued in 2019 and still remain outstanding as of year-end 2019. These all bear interest at 3% per annum and have a total principal outstanding balance of $225,360. In March 2019, the Company borrowed an additional $800 from a related party note. This amount was fully repaid in May 2019. The Company issued a promissory note of $27,200 in exchange for marketing expenses incurred by a related party on behalf of the Company. This amount is included in sales and marketing expense in the statements of operations. During the years ended December 31, 2019 and 2018, the Company incurred interest expense of $3,362 and $0, respectively, on all of these notes, all of which remains unpaid as of December 31, 2019 and 2018.

In August 2019, the Company issued two convertible promissory notes (the “Notes”) to two related parties, Wavemaker Partners V, LP and Wavemaker Global Select, LLC, for an aggregate principal amount of $465,000. The Notes are subject to automatic conversion upon a qualified preferred stock financing in excess of $3,300,000. Upon a qualified financing, the outstanding principal and any unpaid accrued interest shall automatically convert at a conversion price equal to the lesser of (i) 80% of the price paid per share for such shares, or (ii) the price (the “valuation cap”) equal to the quotient of $8,000,000 divided by the dilutive common shares outstanding (assuming full conversion and/or exercise of all convertible and/or exercisable securities then outstanding including the Company’s shares reserved for future issuance under the Company’s equity incentive plans). In the event that a financing that is not a qualified financing occurs prior to the notes’ respective maturity dates or earlier conversion of the Notes, the noteholders have the option to convert the Notes into shares of the Company’s common stock by dividing the outstanding principal and unpaid interest by a conversion price equal to the lesser of i) 80% of the price paid per share for such shares or ii) $8,000,000 divided by the dilutive common shares outstanding. If the Notes remain outstanding on or after the maturity date, the outstanding principal and accrued interest shall be convertible, at the noteholders’ option, into shares of a newly created class of Series Seed Preferred Stock at price equal to $8,000,000 divided by the dilutive common shares outstanding. Upon a sale of the Company, the holder will have the option to a) be repaid the outstanding principal and accrued interest or b) convert the Notes into shares of common stock at a price equal to the lesser of i) 80% of the price paid per share in the sale of the Company or ii) a price equal to the quotient of $8,000,000 divided by the dilutive common shares outstanding. The Notes have a 3-year term maturing in August 2022. The notes bear interest at 5% per annum. Interest expense and accrued interest payable on these notes was $8,068 as of and for the year ended December 31, 2019.

INDEX TO EXHIBITS

2.1 Amended and Restated Certificate of Incorporation(1)

2.3 Amended and Restated Bylaws(2)

4.1 Subscription agreement(3)

(1) Filed as an exhibit to the Future Labs V, Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-11065) and incorporated herein by reference.

(2) Filed as an exhibit to the Future Labs V, Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-11065) and incorporated herein by reference.

(3) Filed as an exhibit to the Future Labs V, Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-11065) and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Future Labs V, Inc.

By		/s/ John Vlay
John Vlay, Chief Executive Officer
Future Labs V, Inc.
Date: April 29, 2020

By		/s/ James Jordan
James Jordan, Principal Financial Officer, Principal Accounting Officer, Director
Future Labs V, Inc.
Date: April 29, 2020

The following persons in the capacities and on the dates indicated have signed this Offering Statement.

FUTURE LABS V, INC. d/b/a GRAZE

FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT

DECEMBER 31, 2019 AND 2018

To the Board of Directors of

Future Labs V, Inc.

Santa Monica, CA

INDEPENDENT AUDITOR’S REPORT

Report on the Financial Statements

We have audited the accompanying financial statements of Future Labs V, Inc., which comprise the balance sheets as of December 31, 2019 and 2018, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Future Labs V, Inc. as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has not generated profits since inception, has sustained net losses of $806,281 and $9,602 for the years ended December 31, 2019 and 2018, respectively, and has incurred negative cash flows from operations for the years ended December 31, 2019 and 2018. As of December 31, 2019, the Company had an accumulated deficit of $815,883 and limited liquid assets with $64,073 of cash held. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Artesian CPA, LLC

Denver, Colorado

April 25, 2020

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

FUTURE LABS V, INC.

BALANCE SHEETS

	December 31,
	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	64,073		$	46,250
Loan receivable, related party		647,153			250,000
Interest receivable, related party		26,149			7,685
Deferred offering costs		115,479			-
Total assets	$	852,854		$	303,935

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable, related party	$	539,541		$	-
Accounts payable		1,458
Accrued expenses, related party		65,000			-
Loan payable, related party		225,360			-
Interest payable, related party		11,430			-
Total current liabilities		842,789			-
Convertible promissory note, related party		465,000			-
Total liabilities		1,307,789			-

Commitments and contingencies (Note 11)

Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 and 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively		-			-
Class F stock, $0.0001 par value, 3,000,000 shares authorized, 3,000,000 and 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively		300			-
Common stock, $0.0001 par value, 10,000,000 shares authorized, 0 and 3,000,000 shares issued and outstanding as December 31, 2019 and 2018, respectively		-			300
Additional paid-in capital		360,648			313,237
Accumulated deficit		(815,883	)		(9,602	)
Total stockholders’ equity (deficit)		(454,935	)		303,935
Total liabilities and stockholders’ equity (deficit)	$	852,854		$	303,935

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

FUTURE LABS V, INC.

STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2019			2018
Net revenue	$	-		$	-
Cost of net revenue		-			-
Gross profit		-			-

Operating expenses:
Research and development		582,082			-
Sales and marketing		45,144			-
General and administrative		186,089			17,287
Total operating expenses		813,315			17,287

Loss from operations		(813,315	)		(17,287	)

Other income (expense):
Interest income		18,464			7,685
Interest expense		(11,430	)		-
Total other income (expense), net		7,034			7,685

Provision for income taxes		-			-
Net loss	$	(806,281	)	$	(9,602	)

Weighted average common shares outstanding - basic and diluted		3,000,000			2,492,823

Net loss per common share - basic and diluted	$	(0.27	)	$	(0.00	)

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

FUTURE LABS V, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICT)

												Additional						Total
	Preferred Stock			Class F Stock			Common Stock					Paid-in			Accumulated			Stockholders’
	Shares	Amount		Shares	Amount		Shares		Amount			Capital			Deficit			Equity (Deficit)
Balances at December 31, 2017	-	$	-	-	$	-	626,673		$	63		$	313,274		$	-		$	313,337
Issuance of common stock	-		-	-		-	2,373,327			237			(37	)		-			200
Net loss	-		-	-		-	-			-			-			(9,602	)		(9,602	)
Balances at December 31, 2018	-		-	-		-	3,000,000			300			313,237			(9,602	)		303,935
Conversion of common stock to Class F stock	-		-	3,000,000		300	(3,000,000	)		(300	)
Stock compensation expense	-		-	-		-	-			-			47,411			-			47,411
Net loss	-		-	-		-	-			-			-			(806,281	)		(806,281	)
Balances at December 31, 2019	-	$	-	3,000,000	$	300	0		$	0		$	360,648		$	(815,883	)	$	(454,935	)

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

FUTURE LABS V, INC.

STATEMENTS OF CASH FLOWS


	Year Ended December 31,
	2019			2018
Cash flows from operating activities:
Net loss	$	(806,281	)	$	(9,602	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		47,411			-
Non-cash advertising expenses		27,220			-
Changes in operating assets and liabilities:
Interest receivable, related party		(18,464	)		(7,685	)
Accounts payable, related party		539,541			-
Accounts payable		1,458			-
Accrued expenses		65,000			-
Interest payable, related party		11,430			-
Net cash used in operating activities		(132,685	)		(17,287	)
Cash flows from investing activities:
Net issuance of loans to related parties		(397,153	)		(250,000	)
Net cash used in investing activities		(397,153	)		(250,000	)
Cash flows from financing activities:
Proceeds from related party loans		198,140			-
Proceeds from convertible promissory note, related party		465,000			-
Offering costs		(115,479	)		-
Proceeds from issuance of common stock		-			200
Net cash provided by financing activities		547,661			200
Net change in cash and cash equivalents		17,823			(267,087	)
Cash and cash equivalents at beginning of period		46,250			313,337
Cash and cash equivalents at end of period	$	64,073		$	46,250
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Supplemental disclosure of non-cash financing activities:
Issuance of related party loan payable for advertising costs incurred	$	27,220		$	-

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

NATURE OF OPERATIONS

Future Labs V, Inc. (the “Company”), doing business as Graze, is a corporation formed on December 4, 2017 under the laws of Delaware. The Company was formed to sell commercial robotic lawnmowers. The Company is headquartered in Santa Monica, California.

As of December 31, 2019, the Company has not commenced planned principal operations nor generated revenue. The Company’s activities since inception have consisted of formation activities and preparations to raise capital. Once the Company commences its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Company’s planned operations or failing to profitably operate the business.

GOING CONCERN

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

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 normal course of business. The Company has not generated profits since inception, has sustained net losses of $806,281 and $9,602 for the years ended December 31, 2019 and 2018, respectively, and has incurred negative cash flows from operations for the years ended December 31, 2019 and 2018. As of December 31, 2019, the Company had an accumulated deficit of $815,883 and limited liquid assets with $64,073 of cash. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year is December 31.

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuations of common stock and stock options. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At December 31, 2019 and 2018, all of the Company’s cash and cash equivalents were held at one accredited financial institution.

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

●

Level 1—Quoted prices in active markets for identical assets or liabilities.

●

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of the Company’s assets and liabilities approximate their fair values.

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied. To date, no revenue has been recognized.

Advertising and Promotion

Advertising and promotional costs are expensed as incurred. Advertising and promotional expense for the years ended December 31, 2019 and 2018 amounted to approximately $45,000 and $0, respectively, which is included in sales and marketing expense.

Research and Development Costs

Costs incurred in the research and development of the Company’s products are expensed as incurred.

Accrued Expenses

As of December 31, 2019, the Company had $65,000 in material costs not yet invoiced. This amount is included in research and development expenses in the statements of operations.

Concentrations

The Company is dependent on third-party vendors to supply inventory and products for research and development activities and parts for building products. In particular, the Company relies and expects to continue to rely on a small number of vendors. The loss of one of these vendors may have a negative short-term impact on the Company’s operations; however, the Company believes there are acceptable substitute vendors that can be utilized longer-term.

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

Convertible Instruments

U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP.

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. The Company measures all stock-based awards granted to employees, directors and non-employee consultants based on the fair value on the date of the grant and recognizes compensation expense for those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. For awards with service-based vesting conditions, the Company records the expense for using the straight-line method. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved.

The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

Deferred Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of December 31, 2019 and 2018, the Company had capitalized deferred offering costs of $115,479 and $0, respectively.

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of December 31, 2019 and 2018, diluted net loss per share is the same as basic net loss per share for each year. Potentially dilutive items outstanding as of December 31, 2019 and 2018 are as follows:


	Year Ended
	December 31,
	2019		2018
Convertible promissory note, related party*		209,105		-
Options to purchase common stock		362,637		-
Warrants		173,511		-
Total potentially dilutive shares		745,253		-

*Convertible notes’ potential shares are calculated based on principal and accrued interest, the valuation cap and the Company’s fully diluted capitalization as of December 31, 2019. See Note 6 for more information.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2020. Early adoption is permitted. The Company has is currently evaluating the impact on its financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 eliminates the separate accounting model for nonemployee share-based payment awards and generally requires companies to account for share-based payment transactions with nonemployees in the same way as share-based payment transactions with employees. The accounting remains different for attribution, which represents how the equity-based payment cost is recognized over the vesting period, and a contractual term election for valuing nonemployee equity share options. ASU 2018-07 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. The Company has adopted this standard effective January 1, 2019.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company has adopted this standard effective January 1, 2019.

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

LOAN RECEIVABLE, RELATED PARTY

The following is a summary of related party loan receivables as of December 31, 2019 and 2018:


					Accrued Interest		Outstanding Balance as of
	Agreement	Maturity	Interest		as of December 31,		December 31,
Name	Date	Date	Rate		2019		2019		2018
Wavemaker Partners V, LP	6/27/2018	10 /31/2020*	6	%	$	22,684	$	250,000	$	250,000
Future VC 8, Inc.	5/30/2019	5/30/2020	3	%		1,060		60,000		-
Future VC 9, Inc.	7/5/2019	7/5/2020	3	%		441		30,000		-
Future Labs VII, Inc.	9/9/2019	9/9/2020	3	%		325		35,000		-
Future Labs III, Inc.	9/16/2019	9/16/2020	3	%		131		15,000		-
Future Labs VII, Inc.	9/24/2019	9/24/2020	3	%		322		40,000		-
Future Labs VII, Inc.	10/09/2019	10/9/2020	3	%		375		55,000		-
Future Labs VII, Inc.	10/21/2019	10/21/2020	3	%		126		21,653		-
Future Labs VII, Inc.	10/25/2019	10/25/2020	3	%		275		50,000		-
Future Labs III, Inc.	10/25/2019	10/25/2020	3	%		55		10,000		-
Future VC 6, Inc.	10/25/2019	10/25/2020	3	%		83		15,000		-
Future Labs I, Inc.	10/31/2019	10/31/2020	3	%		18		3,500		-
Future VC 7, Inc.	10/31/2019	10/31/2020	3	%		45		9,000		-
Future Labs VII, Inc.	11/12/2019	11/12/2020	3	%		20		5,000		-
Future Labs VII, Inc.	11/12/2019	11/12/2020	3	%		161		40,000		-
Future Labs III, Inc.	11/21/2019	11/21/2020	3	%		26		8,000		-
					$	26,149	$	647,153	$	250,000

*The loan was originally due October 31, 2018. In 2019, the maturity date was extended to October 31, 2020

In February 2019, the Company loaned an additional $30,000 to a related party under a promissory note, which was fully repaid in April 2019.

All loans above are unsecured. During the years ended December 31, 2019 and 2018, the Company recognized interest income of $18,464 and $7,685, respectively, all of which remains unpaid as of December 31, 2019 and 2018.

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

LOAN PAYABLE, RELATED PARTY

The following is a summary of related party loan payables as of December 31, 2019 and 2018:

					Accrued Interest		Outstanding Balance as of
	Agreement	Maturity	Interest		as of December 31,		December 31,
Name	Date	Date	Rate		2019		2019		2018
Future VC 5, Inc.	5/22/2019	5/22/2020	3	%	$	1,286	$	70,140	$	-
Future VC 3, Inc.	6/3/2019	6/3/2020	3	%		52		3,000		-
Future VC 4, Inc.	6/17/2019	6/17/2020	3	%		2,024		125,000		-
Future Labs III, Inc.	12/31/2019	12/31/2020	3	%		-		27,220		-
					$	3,362	$	225,360	$	-

In March 2019, the Company borrowed an additional $800 from a related party note. This amount was fully repaid in May 2019.

The Company issued a promissory note of $27,200 in exchange for marketing expenses incurred by a related party on behalf of the Company. This amount is included in sales and marketing expense in the statements of operations. Refer to Note 10.

During the years ended December 31, 2019 and 2018, the Company incurred interest expense of $3,362 and $0, respectively, all of which remains unpaid as of December 31, 2019 and 2018.

For all notes, upon the occurrence of a change in control of the noteholder, all outstanding indebtedness under these notes will become immediately due and payable upon the closing of the acquisition.

CONVERTIBLE PROMISSORY NOTE, RELATED PARTY

The Notes have a 3-year term maturing in August 2022. The notes bear interest at 5% per annum. Interest expense and accrued interest payable on these notes was $8,068 as of and for the year ended December 31, 2019.

STOCKHOLDERS’ EQUITY

As of December 31, 2019, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue three classes of stock: Preferred Stock, Class F Stock and Common Stock. The Company is authorized to issue 5,000,000 shares of Preferred Stock, of which 1,968,210 shares are designated as Series A Preferred Stock and 750,000 shares are designated as Series A-1 Preferred Stock. The Company is authorized to issue 3,000,000 shares of Class F Stock and 10,000,000 shares of common stock. All classes of stock have a par value of $0.0001 per share. The Preferred Stock and Class F Stock are convertible into shares of common stock.

As of December 31, 2019 and 2018, there were no shares of Preferred Stock or Class F Stock issued or outstanding.

The holders of each class of stock shall have the following rights and preferences:

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

Voting

The holders of Preferred and Class F Stock are entitled to vote, together with the holders of common stock as a single class, on all matters submitted to stockholders for a vote and have the right to vote the number of shares equal to the number of shares of common stock into which each share of Preferred and Class F Stock could convert on the record date for determination of stockholders entitled to vote. The holders of Series A Preferred Stock and Series A-1 Preferred Stock shall vote together as a single class.

For so long as at least 25% of the initially issued shares of Series A Preferred remain issued and outstanding, (i) the holders of record of the shares of Series A Preferred Stock and Series A-1 Preferred Stock, voting together as a single class on an as-converted basis, shall be entitled to elect one director of the Company; the holders of record of the shares of Common Stock and Class F Stock, voting together as a single class on an as-converted basis, shall be entitled to elect two directors of the Company; and (iii) any additional directors shall be elected by the affirmative vote of a majority of the Series A Preferred, Class F Stock and Common Stock, voting together as a single class on an as-converted basis.

Dividends

The holders of the Series A Preferred Stock, Series A-1 Preferred Stock, Class F Stock and common stock shall be entitled to receive, on a pari passu basis, when and as declared by the Board of Directors, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the Series A stockholders shall be entitled to a liquidation preference equal to the greater of (i) the Series A Original Issue Price (defined below), plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into common stock. Upon this completion, the remaining assets available for distribution shall be distributed among Class F and common stockholders on a pro-rata basis (assuming conversion of Class F stock into common stock).

The Series A Original Issue Price is (i) $5.80 per share in the case of the Series A Preferred Stock and (ii) $0.50 per share in the case of the Series A-1 Preferred Stock, in each case, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to each series of Series A Preferred.

Redemption

No class of stock shall have any redemption rights.

Conversion

Each share of Class F Stock shall automatically be converted into one share of common stock immediately upon the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Class F Stock. Each share of Class F Stock is convertible, at the option of the holder thereof, at any time, and without the payment of additional consideration by the holder thereof, into an equal number of shares of common stock.

Upon each applicable equity financing, 25% of the shares of Class F Stock held by each holder of Class F Stock shall automatically convert into a Shadow Series of shares of the series of Preferred Stock of the Company that is issued in such equity financing. Shadow Series of equity financing preferred stock shall mean capital stock with identical rights, privileges, preferences, and restrictions as the equity financing preferred stock, except a 50% reduction in liquidation preference and exclusion from the stock’s voting rights. Any share of Class F Stock that is sold in connection with an equity financing shall automatically convert into shares of the equity financing preferred stock at the applicable Class F Conversion Ratio, which is the inverse of the ratio at which a share of equity financing preferred stock issued in such financing is convertible into shares of common stock.

Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time, and without the payment of additional consideration by the holder thereof, into such number shares of common stock by dividing the Original Issue Price for the series of Series A Preferred by the Series A Conversion Price. The Series A Conversion price squall initially equally the Original Issue Price. In addition, each share of Preferred Stock will be automatically converted into shares of common stock at the applicable conversion ratio then in effect (i) upon the closing of a firm-commitment public offering or (ii) upon the written consent of the holders of a majority of the then-outstanding shares of Preferred Stock (excluding shadow series of Preferred Stock), voting together as a single class.

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

Stock Transactions

In December 2017, the Company issued to its founder and outside investors a total of 626,673 shares of common stock at $0.50 per share for total proceeds of $313,337.

During March 2018, the Company issued 2,373,327 shares of common stock to a related party for total proceeds of $200.

These stock issuances were conducted under terms of a shareholder agreement, which includes restrictions on transfer and a Company repurchase option if certain triggering events occur, but contains no vesting provisions.

During 2019, all 3,000,000 shares of common stock outstanding were converted into 3,000,000 shares of Class F Stock.

As of December 31, 2019 and 2018, the Company had 0 and 3,000,000 shares of common stock issued and outstanding and 3,000,000 and 0 shares of Class F Stock issued and outstanding, respectively.

STOCK-BASED COMPENSATION

Future Labs V, Inc 2019 Stock Plan

The Company has adopted the Future Labs V, Inc 2019 Stock Plan (“2019 Plan”), as amended and restated, which provides for the grant of shares of stock options and stock appreciation rights (“SARs”) and restricted common shares to employees, non-employee directors, and non-employee consultants. The number of shares authorized by the 2019 Plan was 362,637 shares as of December 31, 2019. The option exercise price generally may not be less than the underlying stock’s fair market value at the date of the grant and generally have a term of ten years. The amounts granted each calendar year to an employee or non-employee is limited depending on the type of award. Stock options comprise all of the awards granted since the 2019 Plan’s inception. As of December 31, 2019, there were no shares available for grant under the 2019 Plan. Stock options granted under the 2019 Plan typically vest over a four-year period, with a 1-year cliff.

A summary of information related to stock options for the year ended December 31, 2019 is as follows:

			Weighted
			Average
	Options		Exercise Price		Intrinsic Value
Outstanding as of December 31, 2018		-	$	-	$	-
Granted		362,637		0.50
Exercised		-		-
Forfeited		-		-
Outstanding as of December 31, 2019		362,637	$	0.50	$	-

Exercisable as of December 31, 2019		155,220	$	0.50

The fair value of common stock for options granted during the year was $0.50 per share, which was used in calculating the valuation of the options at a weighted average fair value of $0.22 per share. As of December 31, 2019 the weighted average duration to expiration of outstanding options was 8 years.

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted:

	Year Ended
	December 31,
	2019			2018
Risk-free interest rate		1.55	%		n/a
Expected term (in years)		6.08			n/a
Expected volatility		44.43	%		n/a
Expected dividend yield		0	%		n/a

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

The total grant-date fair value of the options granted during the years ended December 31, 2019 was $79,780 and $0, respectively. Stock-based compensation expense for stock options of $39,892 and $0 was recognized under FASB ASC 718 for the years ended December 31, 2019 and 2018, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to $39,888 as of December 31, 2019, which will be recognized over a weighted average period of 2 years.

Warrants

In October 2019, the Company granted 173,511 warrants with an exercise price of $0.50 per share to a consultant as consideration for services. The grant-date fair value was $0.13 per share, or an aggregate fair value of $22,556. One-third of the warrants each exercise in monthly installments over a period of two years commencing on the completion of three separate milestones. As of December 31, 2019, it was determined that one milestone had been achieved, and therefore stock-based compensation expense of $7,519 was recognized under ASC 718 for the year ended December 31, 2019. As of December 31, 2019, 31,328 warrants were exercisable.

The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of warrants granted:

	Year Ended
	December 31,
	2019			2018
Risk-free interest rate		1.58	%		n/a
Expected term (in years)		2.04			n/a
Expected volatility		44.43	%		n/a
Expected dividend yield		0	%		n/a

Classification

Stock-based compensation expense for stock options and warrants was classified in the statements of operations as follows:

	Year Ended
	December 31,
	2019		2018

General and administrative expenses	$	38,673	$	-
Research and development expenses		8,739		-
	$	47,411	$	-

INCOME TAXES

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to cash to accrual differences, stock-based compensation expense, research and development and net operating loss carryforwards. As of December 31, 2019 and 2018, the Company had net deferred tax assets before valuation allowance of $250,467 and $2,687, respectively. The following table presents the deferred tax assets and liabilities by source:

	December 31,
	2019			2018
Deferred tax assets:
Net operating loss carryforwards	$	71,692		$	2,687
Stock-based compensation		11,163			-
Cash to accrual differences		167,612			-
Valuation allowance		(250,467	)		(2,687	)
Net deferred tax assets	$	-		$	-

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to taxable losses for the years ended December 31, 2019 and 2018, cumulative losses through December 31, 2019, and no history of generating taxable income. Therefore, valuation allowances of $250,467 and $2,687 were recorded as of December 31, 2019 and 2018, respectively. Valuation allowance increased by $247,780 and $2,687 during the years ended December 31, 2019 and 2018, respectively. Deferred tax assets were calculated using the Company’s combined effective tax rate, which it estimated to be 28.0%. The effective rate is reduced to 0% for 2019 and 2018 due to the full valuation allowance on its net deferred tax assets.

The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2019 and 2018, the Company had net operating loss carryforwards available to offset future taxable income in the amounts of $256,191 and $9,602.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

In December 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law and the new legislation contains several key tax provisions that affected the Company, including a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. The Company is required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring deferred tax assets and liabilities, as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company used the new tax rates in calculating its 2018 deferred tax assets.

The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception, other than minimum state tax. The Company is not presently subject to any income tax audit in any taxing jurisdiction, though its 2017-2019 tax years remain open to examination.

10.

RELATED PARTY TRANSACTIONS

Refer to Notes 4, 5 and 6 for detail on the Company’s loan receivable, loan payable and convertible promissory notes with related parties.

The following is a summary of transactions incurred with related parties during the years ended December 31, 2019 and 2018:

		Year Ended
		December 31,
Financial Statement Line Item	Corresponding Balance Sheet	2019		2018
Research and development	Accounts payable, related party	$	462,687	$	-
Research and development	Accrued expenses, related party		65,000		-
Sales and marketing	Loan payable, related party		27,220		-
Interest income	Interest receivable, related party		18,464		7,685
Interest expense	Interest payable, related party		11,430		-

Deferred offering costs	Accounts payable, related party		76,854		-

11.

COMMITMENTS AND CONTINGENCIES

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

FUTURE LABS V, INC.

NOTES TO FINANCIAL STATEMENTS

12.

SUBSEQUENT EVENTS

In February 2020, the Company increased the number of authorized shares available for grant under the 2019 Plan to 548,750. In February 2020, the Company granted 8,000 options with an exercise price of $0.50 per share.

Management has evaluated subsequent events through April 25, 2020, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements.

GRAPHIC 3 tm2018030d1_1k-001.jpg GRAPHIC begin 644 tm2018030d1_1k-001.jpg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end