UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________.
Commission file number:
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
(
Registrant’s telephone number, including area code
(Former name and address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period 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
As of August 31, 2022, the Company had
Transitional Small Business Disclosure Format Yes ☐ No ☒
Everything Blockchain, Inc.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Interim Consolidated Financial Statements and Notes to Interim Financial Statements
The accompanying unaudited consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and six months ended July 31, 2022, are not necessarily indicative of the results that can be expected for the year ending January 31, 2023 or any other reporting period. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2022 (the “Annual Report”).
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Everything Blockchain, Inc. | ||||||||
Consolidated Balance Sheets (Amounts in thousands, except share and per share data) | ||||||||
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ASSETS | ||||||||
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Current assets |
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Cash |
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Accounts receivable, net |
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Inventory |
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Current cryptocurrencies, net |
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Prepaid expenses |
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Other assets |
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Total current assets |
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Property, plant and equipment, net |
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Goodwill |
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Intangible assets, net |
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Deferred income taxes |
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Other assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities |
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Accounts payable and accrued expenses |
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Accounts payable related party |
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Current portion of long-term debt |
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Reserve for legal settlements |
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Deferred revenue |
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Total current liabilities |
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Long-term liabilities |
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Debt |
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Deferred income taxes |
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Total long-term liabilities |
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Total liabilities |
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Stockholders’ equity |
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Series A Preferred stock, $ |
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Series B Preferred stock, $ |
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Series C Preferred stock, $ |
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Common stock, $ |
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Treasury stock |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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See accompanying notes to consolidated financial statements.
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Everything Blockchain, Inc. | ||||||||||||||||||||
Consolidated Statements of Income (Amounts in thousands, except share and per share data) | ||||||||||||||||||||
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Revenue |
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Cost of sales |
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Gross profit |
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Selling, general, and administrative |
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Stock based compensation |
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Depreciation and amortization |
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Total operating expenses |
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Income (loss) from operations |
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Other income (expense), net |
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Income (loss) before income taxes |
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Income tax benefit |
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Net income (loss) |
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Basic and diluted income (loss) per share: |
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Basic income (loss) per share |
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Diluted income (loss) per share |
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Weighted average shares outstanding - basic |
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Weighted average shares outstanding - diluted |
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See accompanying notes to consolidated financial statements.
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| Table of Contents |
Everything Blockchain, Inc. | ||||||||||||||||||||||||||||||||
Consolidated Statements of Stockholders’ Equity (Amounts in thousands) | ||||||||||||||||||||||||||||||||
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| Additional |
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| Accumulated |
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Balance – January 31, 2021 |
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Stock issued |
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Stock issued for services |
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Stock issued for acquisitions |
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Warrant exercise |
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Issuance of Series A Preferred for services |
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Conversion of note receivable |
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Net income |
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Balance – July 31, 2021 |
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Balance – January 31, 2022 |
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Issuance of Series C Preferred |
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Conversion of Series C Preferred into common stock |
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Warrant exercise |
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Stock based compensation |
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Net loss |
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Balance – July 31, 2022 |
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See accompanying notes to consolidated financial statements.
| 6 |
| Table of Contents |
Everything Blockchain, Inc. | ||||||||
Consolidated Statements of Cash Flows (Amounts in thousands) | ||||||||
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Cash flows from operating activities: |
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Net Income (Loss) |
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Adjustments to reconcile net income (loss) to net |
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cash provided by (used in) operating activities: |
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Stock based compensation |
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Deferred income tax benefit |
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Reverse of bad debt |
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Realized net (gain) loss on investment in cryptocurrency |
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Loss on cryptocurrency impairment |
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Fair value adjustment to cryptocurrency |
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Amortization and depreciation |
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Changes in operating assets and liabilities: |
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Interest receivable |
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Inventory |
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Prepaid expenses |
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Other assets |
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Accounts payable to related party |
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Accounts payable and accrued expenses |
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Deferred revenue |
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Net cash provided by (used in) operating activities |
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Cash flows from investing activities: |
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Acquisition of cryptocurrencies, net |
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Proceeds from sale of cryptocurrencies |
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Acquisitions, net of cash received |
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Capital expenditures |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Proceeds from debt |
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Payment of debt |
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Proceeds from exercise of warrants |
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Proceeds from issuance of stock, net |
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Net cash provided by financing activities |
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Net Change in Cash |
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Supplemental Disclosure of Cash Flows Information: |
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Non-cash Investing and Financing Activities: |
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Conversion of accounts payable to related party to common stock |
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Loan of cryptocurrency |
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Cryptocurrency received for payment under contract |
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Fair value of assets in acquisitions |
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Fair value of liabilities assumed in acquisitions |
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Accounts receivable settlement for Render Payment |
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Conversion of note receivable in exchange for common stock and preferred stock |
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Issuance of stock for services |
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Issuance of Series A Preferred for services |
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| 7 |
| Table of Contents |
Everything Blockchain, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Organization and Basis of Presentation
The accompanying unaudited consolidated financial statements of Everything Blockchain, Inc. and its consolidated subsidiaries (collectively, the “Company”, “we”, “our”), have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules of the SEC. All significant intercompany accounts and transactions have been eliminated in consolidation.
Description of Business
The Company is primarily engaged in the business of consulting and developing blockchain and cybersecurity related solutions.
Subsidiaries of the Company
On April 26, 2021, the Company became the sole owner of Render Payment, LLC (“Render”). On June 21, 2021, the Company acquired all of the equity interests of 832 Energy Technology Consultants, LLC (“832”). On June 30, 2021, the Company acquired all of the equity interests of Mercury, Inc. (“Mercury”). On July 31, 2021, the Company acquired all of the equity interests of Vengar Technologies LLC (“Vengar”).
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries of Render, 832, Mercury, Vengar, and Everything Blockchain Technology Corporation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates and judgments relate to revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.
On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
| 8 |
| Table of Contents |
Revenue Recognition Policies
Services revenue. We generate services revenue via consulting services and software development. The Company is engaged in developing, engineering, and designing blockchain projects, to include platforms and cryptocurrencies for customers.
Subscription revenue. We generate revenue from subscriptions through staking of our current crypto assets. Our primary token being staked is a hybrid Proof of Work (“POW”) and Proof of Stake (“POS”) system. Stakers, in this particular token are paid inflation based both on the duration of the stake (contract length), as well as based on the volume / quantity of tokens staked. Rewards / interest / inflation are paid in the native token. We also participate in networks with POW consensus algorithms, through creating or validating blocks on the network. In exchange for participating in the consensus mechanism of these networks, the Company earns rewards in the form of the native token of the network. Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation is complete, and the rewards are available for transfer. Revenue is measured based on the number of tokens received and the fair value of the token at the date of recognition.
Product revenue. We generate product revenue through customized product development.
We recognize revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
We determine revenue recognition through the following steps:
| · | identification of the contract, or contracts, with a customer; |
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| · | identification of the performance obligations in the contract; |
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| · | determination of the transaction price; |
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| · | allocation of the transaction price to the performance obligations in the contract; and |
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| · | recognition of revenue when, or as, we satisfy a performance obligation. |
Concentration of Credit Risk and Significant Customers
Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable.
Concentrations of credit risk with respect to trade receivables and commodities are limited due to the Company’s diverse group of customers. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts.
Revenues from one customer represent $
Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $
Our cryptocurrency balances are maintained in accounts held by institutions located in and outside the United States. The Company maintains amounts on deposit that often exceed coverage from third party insured limit of up to $
| 9 |
| Table of Contents |
Cash and Cash Equivalents
The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of the date of purchase. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. The Company had no cash equivalents as of July 31, 2022 and January 31, 2022.
Basic and Diluted Net Earnings (Loss) Per Share
The Company follows ASC Topic 260 – Earnings Per Share, and FASB 2015-06, Earnings Per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted EPS calculations are determined by dividing net income (loss) by the weighted average number of common shares outstanding plus the dilutive effect, calculated using (i) the “treasury stock” method for warrants and (ii) the “if converted” method for the preferred stock if their inclusion would not have been anti-dilutive.
Fair Value Measurements
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
- Level 1: | Quoted prices in active markets for identical instruments; |
- Level 2: | Other significant observable inputs (including quoted prices in active markets for similar instruments); |
- Level 3: | Significant unobservable inputs (including assumptions in determining the fair value of certain investments). |
The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities.
Note 3. Going Concern
The Company’s consolidated financial statements are prepared in accordance with GAAP, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the three and six months ended July 31, 2022 and 2021 have been prepared to assume that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The Company has had historically negative cash flow and net losses. Though the year ended January 31, 2022 resulted in positive cash flow and net income, there are no assurances the Company will generate a profit or obtain positive cash flow in the future. The Company has sustained its solvency through the support of its shareholder Overwatch Partners, Inc. (“Overwatch”), which raise substantial doubt about its ability to continue as a going concern.
Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time to the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the funding or generate the revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.
| 10 |
| Table of Contents |
Note 4. Intangible Assets
Intangible assets consist of the following:
|
| As of July 31, 2022 |
| |||||||||
|
| Gross Amount |
|
| Accumulated Amortization |
|
| Net Carrying Amount |
| |||
|
| (in thousands) |
| |||||||||
IP/Technology |
| $ |
|
| $ |
|
| $ |
| |||
Non-compete agreements |
|
|
|
|
|
|
|
|
| |||
Total Intangibles |
| $ |
|
| $ |
|
| $ |
| |||
|
| As of January 31, 2022 |
| |||||||||
|
| Gross Amount |
|
| Accumulated Amortization |
|
| Net Carrying Amount |
| |||
|
| (in thousands) |
| |||||||||
IP/Technology |
| $ |
|
| $ |
|
| $ |
| |||
Non-compete agreements |
|
|
|
|
|
|
|
|
| |||
Total Intangibles |
| $ |
|
| $ |
|
| $ |
| |||
The Company’s IP/Technology is still being developed so no amortization has been recorded.
Note 5. Cryptocurrency Assets
The Company transacts business with cryptocurrency assets. The Company records cryptocurrency assets as an intangible asset with infinite life. We classify cryptocurrency that have a market value and substantial liquidity as current intangible assets, which we value at fair market value in accordance with Statement No. 157. Cryptocurrencies that do not trade on a market or have limited liquidity are classified as non-current intangible assets and are recorded on a cost basis. The following chart shows our cryptocurrency assets (in thousands):
Current Assets | ||||||||
|
| As of |
| |||||
|
| July 31, 2022 |
|
| January 31, 2022 |
| ||
Coin Symbol |
| FMV |
| |||||
BTC |
| $ |
|
| $ |
| ||
ETH |
|
|
|
|
|
| ||
GUSD |
|
|
|
|
|
| ||
HEX |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
During the three and six months ended July 31, 2022, the Company recorded in other income (expense), net fair market value expense adjustments of $
| 11 |
| Table of Contents |
Note 6. Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
|
| As of |
| |||||
|
| July 31, 2022 |
|
| January 31, 2022 |
| ||
Land |
| $ |
|
| $ |
| ||
Buildings and building improvements |
|
|
|
|
|
| ||
Machinery and equipment |
|
|
|
|
|
| ||
Furniture, fixtures and office equipment |
|
|
|
|
|
| ||
Computer equipment and computer software |
|
|
|
|
|
| ||
Vehicles |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less: Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Total property, plant and equipment, net |
| $ |
|
| $ |
| ||
Note 7. Debt
On March 17, 2021, the Company entered into a loan agreement for $
As of July 31, 2022, Mercury’s outstanding debt of $
Note 8. Commitments and Contingencies
The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments and ASC 450 – Contingencies. We recognize a loss on a contingency when it is probable a loss will incur and that the amount of the loss can be reasonably estimated. No loss contingencies have been recorded for the three and six months ended July 31, 2022 and 2021.
Note 9. Legal Proceedings
The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on the Company’s financial position, results of operations or liquidity.
Lawsuit – District Court of Travis County, Texas, 353rd Judicial District
On February 9, 2022, a plaintiff filed a lawsuit against numerous parties, one of which included the Company in the caption. The complaint failed to include the Company in any claim made in the complaint. The Company’s verified denial was filed on March 17, 2022. The Company filed its motion to be dismissed from the case subsequent to its verified denial, and was summarily dismissed from the case on May 23, 2022. The Company filed its motion to the court for fees and costs compensated by the plaintiff. The plaintiff also included a subsidiary of the Company in its complaint - Vengar. The Company responded on behalf of Vengar with a motion to dismiss Vengar from the suit, with a corresponding request for attorney fees and costs.
Lawsuit - District Court of Clark County, Nevada; United States District Court for the District of Nevada
On June 1, 2022, plaintiff Apex Operations, LLC et. al. filed a lawsuit which included the Company as a defendant. On July 20, 2022, the Company filed a Notice of Removal to Federal Court, which was granted by the court. Currently, all further actions for the dispute will be brought to the United State District Court for the District of Nevada. On August 24, 2022, counsel for the plaintiff advised local counsel for the Company that the plaintiff will be voluntarily dismissing the Company.
| 12 |
| Table of Contents |
Note 10. Related Parties and Related Party Transactions
Related party balance sheet items (in thousands) | ||||||||
|
| As of July 31, 2022 |
|
| As of January 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Prepaid expenses |
| $ |
|
| $ |
| ||
Accounts payable and accrued expenses |
|
|
|
|
|
| ||
Loans receivable |
|
|
|
|
|
| ||
Loans payable |
|
|
|
|
|
| ||
Related party income statement items (in thousands) |
| |||||||||||||||
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| July 31, |
|
| July 31, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Consulting expenses |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Stock based compensation |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
Payroll expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
During the quarter ended July 31, 2021, the Company issued
Note 11. Stockholders’ Equity
Common Stock
As of July 31, 2022 and January 31, 2022, the Company had
On April 19, 2022, two warrants were exercised for a total of
On June 3, 2022, the Law Offices of Carl G. Hawkins exercised their warrant acquiring
During the three months ended July 31, 2022, stock based compensation expense related to stock grants was $
Preferred Stock
Series A Preferred Stock
As of July 31, 2022 and January 31, 2022, the Company had
During the quarter ended July 31, 2021, the Company issued
Effective April 17, 2022,
| 13 |
| Table of Contents |
Series B Preferred Stock
As of July 31, 2022 and January 31, 2022, the Company had
Effective April 29, 2022, all shares of Series B Preferred Stock are eligible to be converted into common stock at the option of the holder of the Series B Preferred Stock.
Series C Preferred Stock
As of July 31, 2022, the Company had
On March 17, 2022, the Board approved the conversion of
On April 19, 2022, the Company sold
On June 14, 2022, our board of directors approved the early conversion of
Note 12. Warrants
On April 19, 2022, two warrants were exercised for a total of
On April 19, 2022, the holder of the
On June 3, 2022, the Law Offices of Carl G. Hawkins exercised their warrant acquiring
On June 15, 2022, a former employee’s warrants for
A summary of warrant activity for six months ended July 31, 2022 is as follows:
|
|
|
| Weighted |
| |||
|
|
|
| Average |
| |||
|
|
|
| Conversion |
| |||
|
| Shares |
|
| Price |
| ||
|
|
|
|
|
|
| ||
Warrants outstanding at January 31, 2022 |
|
|
|
| $ |
| ||
Expired |
|
| ( | ) |
|
|
| |
Exercised |
|
| ( | ) |
|
|
| |
Granted |
|
|
|
|
|
| ||
Warrants outstanding at July 31, 2022 |
|
|
|
| $ |
| ||
During the three months ended July 31, 2022, stock based compensation expense related to warrant grants was $
| 14 |
| Table of Contents |
Note 13. Income Taxes
Our consolidated effective income tax rate for the three and six months ended July 31, 2022 was
Note 14. Net Income (Loss) Per Common Share
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| July 31, |
|
| July 31, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (in thousands, except per share data) |
| |||||||||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Preferred stock |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Diluted shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic: Net income (loss) per common share |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Diluted: Net income (loss) per common share |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Note 15. Subsequent Events
Sale of Vehicle
On August 11, 2022, our board of directors approved the sale of our 2021 Cadillac Escalade to Eric Jaffe, our former chief executive officer and current board member, for $
Sale of HEX
On August 14, our board of directors approved the sale of 10 million HEX tokens to Michael Hawkins for $
| 15 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition, results of operations and cash flows in conjunction with our consolidated financial statements and the related notes presented in this report and in our Annual Report.
FORWARD-LOOKING STATEMENTS
Certain statements in this section contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report and not clearly historical in nature are forward-looking, and the words “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) generally are intended to identify forward-looking statements. Any statements in this report that are not historical facts are forward-looking statements. Actual results may differ materially from those discussed from time to time in the Company’s SEC filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made except as required by law.
OVERVIEW
The overview of the MDA highlights selected information and does not contain all of the information that is important to readers of this Quarterly Report on Form 10Q.
The Company is primarily engaged in the business of consulting and developing blockchain and cybersecurity related solutions. Our technology platform provides the building blocks to power blockchain-related applications for organizations seeking to tap into the benefits of blockchain to solve critical business issues. Our patent--pending advances in blockchain engineering deliver the essential elements needed for real-world business use: speed, security, and energy efficiency. Currently, our lines of business are EB Advise, EB Build and EB Control.
On June 21, 2021, we acquired all of the equity interests of 832. On June 30, 2021, we acquired all of the equity interests of Mercury. On July 31, 2021, we acquired all of the equity interests of Vengar.
Our website can be found at www.everythingblockchain.io, which is not incorporated as part of this Form 10Q.
EMPLOYEES AND CONSULTANTS
As of July 31, 2022, the Company has 24 employees.
Available Information
All reports of the Company filed with the SEC are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.
| 16 |
| Table of Contents |
Factors Affecting Comparability of Financial Information
Our historical results of operations for the three and six months ended July 31, 2022, may not be comparable with our results of operations for the three and six months ended July 31, 2021, for the reasons discussed below.
832’s operations are included in our historical operating results as of June 21, 2021. Mercury’s operations are included in our historical operating results as of July 1, 2021. Vengar’s operations are included in our historical operating results as of August 1, 2021.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, deferred compensation and contingencies.
We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances. These estimates allow us to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If actual results or events differ materially from those contemplated by us in making these estimates, our reported financial condition and results of operations for future periods could be materially affected.
Results of Operations
Our operating results for the three and six months ended July 31, 2022 and 2021 are summarized as follows:
|
| For the Three Months Ended July 31, |
|
| For the Six Months Ended July 31, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (in thousands) |
| |||||||||||||
Revenue |
| $ | 383 |
|
| $ | 259 |
|
| $ | 638 |
|
| $ | 1,385 |
|
Cost of sales |
|
| 56 |
|
|
| 24 |
|
|
| 71 |
|
|
| 24 |
|
Gross profit |
|
| 327 |
|
|
| 235 |
|
|
| 567 |
|
|
| 1,361 |
|
Selling, general, administrative |
|
| 979 |
|
|
| 115 |
|
|
| 2,072 |
|
|
| 827 |
|
Stock based compensation |
|
| 678 |
|
|
| - |
|
|
| 1,481 |
|
|
| - |
|
Depreciation and amortization |
|
| 50 |
|
|
| 23 |
|
|
| 100 |
|
|
| 23 |
|
Total operating expenses |
|
| 1,707 |
|
|
| 138 |
|
|
| 3,653 |
|
|
| 850 |
|
Income (loss) from operations |
|
| (1,380 | ) |
|
| 97 |
|
|
| (3,086 | ) |
|
| 511 |
|
Other income (expense), net |
|
| (2,070 | ) |
|
| 2,445 |
|
|
| (2,230 | ) |
|
| 2,796 |
|
Income (loss) before income taxes |
|
| (3,450 | ) |
|
| 2,542 |
|
|
| (5,316 | ) |
|
| 3,307 |
|
Income tax benefit |
|
| 782 |
|
|
| - |
|
|
| 1,194 |
|
|
| - |
|
Net income (loss) |
| $ | (2,668 | ) |
| $ | 2,542 |
|
| $ | (4,122 | ) |
| $ | 3,307 |
|
Revenue
Revenue for the three months ended July 31, 2022 was $0.4 million as compared to $0.3 million for the three months ended July 31, 2021. Revenue for the three months ended July 31, 2022 primarily consisted of $196,000 from consulting services, $158,000 from product revenue, and $24,000 from staking of cryptocurrency. Revenue for the three months ended July 31, 2021 primarily consisted of $168,000 from consulting services, $47,000 from product revenue, and $43,000 from staking of cryptocurrency.
Revenue for the six months ended July 31, 2022 was $0.6 million as compared to $1.4 million for the six months ended July 31, 2021. Revenue for the six months ended July 31, 2022 primarily consisted of $411,000 from consulting services, $171,000 from product revenue, and $51,000 from staking of cryptocurrency. Revenue for the six months ended July 31, 2021 primarily consisted of $1.2 million from consulting services, $130,000 from staking of cryptocurrency, and $47,000 from product revenue.
| 17 |
| Table of Contents |
Cost of Sales
Cost of sales for the three months ended July 31, 2022 was $56,000 as compared to $24,000 for the three months ended July 31, 2021. Cost of sales for the three months ended July 31, 2022 primarily consisted of cost of product costs from Mercury.
Cost of sales for the six months ended July 31, 2022 was $71,000 as compared to $24,000 for the six months ended July 31, 2021. Cost of sales for the six months ended July 31, 2022 primarily consisted of cost of product costs from Mercury.
Gross Profit
Gross profit for the three months ended July 31, 2022 was $0.3 million as compared to $0.2 million for the six months ended July 31, 2021. Gross profit for the six months ended July 31, 2022 was $0.6 million as compared to $1.4 million for the six months ended July 31, 2021.
Operating Expenses
Operating expenses primarily consist of selling, general and administrative expenses, stock based compensation expense, and amortization and depreciation expense. Selling, general and administrative expenses primarily consist of personnel costs, consultant fees, professional fees, computer and internet expenses, marketing expenses, utilities expenses, meals and entertainment, office supplies, and reporting fees.
Operating expenses for the three months ended July 31, 2022 were $1.7 million compared to $0.1 million for the three months ended July 31, 2021. The primary reason for the increase was due to stock based compensation of $0.7 million, marketing expenses of $0.1 million, professional fees of $0.1 million, and the acquisitions of 832, Mercury, and Vengar.
Operating expenses for the six months ended July 31, 2022 were $3.7 million compared to $0.9 million for the six months ended July 31, 2021. The primary reason for the increase was due to stock based compensation of $1.5 million, marketing expenses of $0.4 million, professional fees of $0.3 million, and the acquisitions of 832, Mercury, and Vengar.
Income (Loss) from Operations
Loss from operations for the three months ended July 31, 2022 was $1.4 million compared to income from operations of $0.1 million for the three months ended July 31, 2021. The primary reasons for the decrease in income from operations was due to the increase in operating expenses as discussed above.
Loss from operations for the six months ended July 31, 2022 was $3.1 million compared to income from operations of $0.5 million for the six months ended July 31, 2021. The primary reasons for the decrease in income from operations was due to the decrease in revenue and increase in operating expenses as discussed above.
Adjusted EBITDA
The Company reports all financial information required in accordance with GAAP. The Company believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information.
Adjusted EBITDA, which is a non-GAAP financial measure, is defined by the Company as net income (loss) plus net interest income, income tax (benefit) expense, depreciation and amortization, and stock based compensation.
Adjusted EBITDA should not be considered an alternative to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. In addition, Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently.
The table below reconciles Adjusted EBITDA, which is a non-GAAP financial measure, to net income (loss).
|
| For the Three Months Ended July 31, |
|
| For the Six Months Ended July 31, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (in thousands) |
| |||||||||||||
Net income (loss) |
| $ | (2,668 | ) |
| $ | 2,542 |
|
| $ | (4,122 | ) |
| $ | 3,307 |
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit |
|
| (782 | ) |
|
| - |
|
|
| (1,194 | ) |
|
| - |
|
Stock based compensation |
|
| 678 |
|
|
| - |
|
|
| 1,481 |
|
|
| - |
|
Depreciation and amortization |
|
| 50 |
|
|
| 23 |
|
|
| 100 |
|
|
| 23 |
|
Net interest (income) expense |
|
| 13 |
|
|
| (16 | ) |
|
| 26 |
|
|
| (41 | ) |
Adjusted EBITDA |
| $ | (2,709 | ) |
| $ | 2,549 |
|
| $ | (3,709 | ) |
| $ | 3,289 |
|
Analysis of Cash Flows
Operating Activities
Net cash used in operating activities was $1.6 million for the six months ended July 31, 2022. We had net loss of $4.1 million, which included fair value adjustments to cryptocurrency of $2.2 million, due to decreases in the values of cryptocurrencies, and stock based compensation of $1.5 million.
Net cash provided by operating activities was $0.8 million for the six months ended July 31, 2021. We had net income of $3.3 million, which included fair value adjustments to cryptocurrency of $2.4 million, due to increases in the values of cryptocurrencies.
| 18 |
| Table of Contents |
Investing Activities
Net cash used in investing activities was $0.6 million for the six months ended July 31, 2022, compared to net cash used in investing activities of $0.2 million for the six months ended July 31, 2021. During the six months ended July 31, 2022, we had capital expenditures of $0.6 million. During the six months ended July 31, 2021, we purchased $0.3 million of cryptocurrencies and sold $0.1 million of cryptocurrencies.
Financing Activities
Net cash provided by financing activities was $1.5 million for the six months ended July 31, 2022, compared to $0.3 million for the six months ended July 31, 2021. During the six months ended July 31, 2022, we sold 250,000 shares of Series C Preferred Stock for $1.0 million and two warrants were exercised for a total of 500,000 shares of common stock resulting in the Company receiving $0.5 million. During the six months ended July 31, 2021, we had proceeds from issuance of common stock of $0.5 million and borrowings of debt of $0.3 million, which was partially offset by the debt payment of $0.5 million to a related party.
Liquidity and Capital Resources
Our cash on hand as of July 31, 2022 was $0.3 million. Based on our revenues, cash on hand, cryptocurrency holdings, and current monthly burn rate, the Company can sustain its operations going forward.
We fund operations primarily through cash on hand and cash from sales of cryptocurrencies and common stock.
On March 17, 2022, our board approved the conversion of 2,000,000 shares of blank check preferred stock into 2,000,000 shares of Series C Preferred Stock, par value $0.0001. On April 19, 2022, the Company sold 250,000 shares of Series C Preferred Stock for $1.0 million. On June 14, 2022, our board of directors approved the early conversion of 250,000 shares of Series C Preferred Stock into 560,928 shares of common stock.
On April 19, 2022, two warrants were exercised for a total of 500,000 shares of common stock resulting in the Company receiving $0.5 million.
On July 27, 2022, we launched EB Control, our patent-pending, zero-trust data protection solution, which was developed by Vengar.
On August 11, 2022, our board of directors approved the sale of our 2021 Cadillac Escalade to Eric Jaffe, our former chief executive officer and current board member, for $91,983. Mr. Jaffe paid for the vehicle with 26,662 shares of his Company common stock.
On August 14, our board of directors approved the sale of 10 million HEX tokens to Michael Hawkins for $450,000.
Off-Balance Sheet Arrangements
We did not have any material off-balance sheet arrangements as of July 31, 2022.
Going Concern
Our financial statements are prepared in accordance with GAAP, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Because the business is relatively new and has a short history and relatively few sales, no certainty of continuation can be stated. The accompanying consolidated financial statements for the three and six months ended July 31, 2022 and 2021 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company and therefore, we are not required to provide information required by this Item of Form 10-Q.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.
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We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2022. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report because we did not document our Sarbanes-Oxley Act Section 404 internal controls and procedures.
As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures such as implementing and documenting our internal controls procedures.
Changes in internal controls over financial reporting
There have been no changes in our internal control over financial reporting during the quarter ended July 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its principal executive officer and its principal financial officer, do not expect that the Company’s disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not involved in any legal proceedings which management believes will have a material effect upon the financial condition of the Company, nor are any such material legal proceedings anticipated.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 19, 2022, the Company sold 250,000 shares of Series C Preferred Stock for $1.0 million. On June 14, 2022, our board of directors approved the early conversion of 250,000 shares of Series C Preferred Stock into 560,928 shares of common stock.
On April 19, 2022, two warrants were exercised for a total of 500,000 shares of common stock resulting in the Company receiving $0.5 million.
Item 3. Defaults Upon Senior Securities
There have been no events that are required to be reported under this Item.
Item 4. Mine Safety Disclosures
There have been no events that are required to be reported under this Item.
Item 5. Other Information
There have been no events that are required to be reported under this Item.
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Item 6. Exhibits
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Everything Blockchain, Inc. |
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Dated: September 14, 2022 | By: | /s/ Toney Jennings |
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| Toney Jennings |
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| Its: | Interim Chief Executive Officer (Principal Executive Officer) |
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Dated: September 14, 2022 | By: | /s/ William Regan |
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| William Regan |
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| Its: | Interim Chief Financial Officer (Principal Financial Officer) |
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