Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. P20549
FORM S-1
Registration Statement Under
THE SECURITIES ACT OF 1933
HD VIEW 360 INC.
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(Exact name of registrant as specified in charter)
Florida 1700 46-4264584
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(State or other jurisdiction (Primary Standard Classi- (IRS Employer
of incorporation) fication Code Number) I.D. Number)
150 SE 2nd Ave Suite 404
Miami, Florida 33131
(786) 294-0559
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(Address and telephone number of principal executive offices)
150 SE 2nd Ave Suite 404
Miami, Florida 33131
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(Address of principal place of business or intended principal place of business)
Dennis Mancino
150 SE 2nd Ave Suite 404
Miami, Florida 33131
(786) 294-0559
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(Name, address and telephone number of agent for service)
Copies of all communications, including all communications sent
to the agent for service, should be sent to:
William T. Hart, Esq.
Hart & Hart, LLC
1624 Washington Street
Denver, Colorado 80203
303-839-0061
As soon as practicable after the effective date of this Registration Statement
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by checkmark if the registrant has not
elected to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(b)
of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
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Common stock 500,000 $2.05 $1,025,000 $119.00
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(1) Offering price computed in accordance with Rule 457(c).
Pursuant to Rule 416, this Registration Statement includes such
indeterminate number of additional securities as may be required for issuance
upon the exercise of the warrants as a result of any adjustment in the number of
securities issuable by reason of stock splits or similar capital
reorganizations.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
HDVIEW 360, INC.
Common Stock
This prospectus may be used only in connection with sales of shares of our
common stock by WT Consulting Group, LLC (the "Fund"). The Fund will sell shares
of common stock purchased from us under the Investment Agreement. In connection
with the sale of these shares, the Fund will be an "underwriter" as that term is
defined in the Securities Act of 1933.
The number of shares to be sold by the Fund in this offering will vary
from time-to-time and will depend upon the number of shares purchased from us
pursuant to the terms of the Investment Agreement. See the section of this
prospectus captioned "Investment Agreement" for more information.
Our common stock is quoted on the over-the-counter market under the symbol
"HDVW". On June 25, 2017 the closing price for one share of our common stock was
$2.00.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
These securities are speculative and involve a high degree of risk. For a
description of certain important factors that should be considered by
prospective investors, see "Risk Factors" beginning on page 5 of this
prospectus.
The date of this prospectus is June __, 2017
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PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
DESCRIPTIVE INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS. PROSPECTIVE
INVESTORS SHOULD CAREFULLY READ THE ENTIRE PROSPECTUS AND SHOULD CONSIDER, AMONG
OTHER FACTORS, THE MATTERS SET placeFORTH UNDER THE "RISK FACTORS."
Implications of Being an Emerging Growth Company
We qualify as an emerging growth company as that term is used in the JOBS Act.
An emerging growth company may take advantage of specified reduced reporting and
other burdens that are otherwise applicable generally to public companies. These
provisions include:
o a requirement to have only two years of audited financial statements
and only two years of related MD & A
o reduced disclosure concerning executive compensation arrangements;
o exemption from the auditor attestation requirement in the assessment
of the emerging growth company's internal control over financial
reporting under Section 404 of the Sarbanes-Oxely Act of 2002; and
o No non-binding advisory votes on executive compensation or golden
parachute arrangements.
We have taken advantage of some of these exemptions in this prospectus, which
are also available to us as a smaller reporting company as defined under Rule
12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
In addition, Section 107 of the JOBS act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(b) of the Securities Act of 1933, as amended (the "Securities Act") for
complying with new or revised accounting standards. We are choosing to "opt out"
of such extended transition period, and as a result, we will comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for non-emerging growth companies. Section 107 of the JOBS
Act provides that our decision to opt out of the extended transition period for
complying with new or revised accounting standards is irrevocable.
We could remain an emerging growth company for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which annual gross
revenue exceeds $1 billion, (ii) the date that we become a "large accelerated
filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the
market value of our common stock that is held by non-affiliates exceeds $700
million as of the last business day of our most recently completed second fiscal
quarter, or (iii) the date on which we have issued more than $1 billion in
non-convertible debt during the preceding three year period.
General
We were incorporated in the state of Florida, to distribute and install security
surveillance systems and products. Our principal executive office is located at
150 2nd Ave, Suite 404, Miami, Florida 33131. Our telephone number is
786-294-0559. Our website is www.hdview360.com.
We distribute and install security surveillance systems that capture, digitize
and transmit video over different types of wired and wireless networks using
analog, internet protocol and serial digital interface technology. Our security
systems allow users to deploy an end-to-end IP video solution with analytics or
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evolve to IP video operations without discarding their previous investments in
analog closed circuit television technology.
Securities Offered:
In order to provide a possible source of funding for our operations, we have
entered into an Investment Agreements with WT Consulting Group, LLC ("WT").
Under the Investment Agreement, WT has agreed to provide us with up to
$2,000,000 of funding during the period ending on the date which is three years
after the date of this prospectus. During this period, we may sell shares of our
common stock to WT, which will be obligated to purchase the shares. These shares
may be offered for sale from time to time by means of this prospectus by or for
the account of WT.
The minimum amount we can raise at any one time is $5,000, and the maximum
amount we can raise at any one time is $50,000. We are under no obligation to
sell any shares under the Investment Agreement.
As of June 25, 2017, we had 9,540,630 outstanding shares of common stock. The
number of outstanding shares does not give effect to shares which may be issued
pursuant to the Investment Agreement or upon the exercise and/or conversion of
options, warrants or convertible notes. See "Comparative Share Data".
WT does not own any options, warrants or other securities convertible into our
common stock, nor will it own any such securities during the lifetime of the
equity line.
We will not receive any proceeds from the sale of the shares by WT. However, we
will receive proceeds from any sale of common stock to WT or under the
Investment Agreements. We expect to use substantially all the net proceeds for
our operations.
Risk Factors: The purchase of the securities offered by this prospectus
involves a high degree of risk. Risk factors include our
history of loss and need for additional capital. See the
"Risk Factors" section of this prospectus for additional Risk
Factors.
Trading Symbol: HDVW
Forward-Looking Statements
This prospectus contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, concerning our
financial condition, results of operations and business. These statements
include, among others:
o statements concerning the benefits that we expect will result from our
business activities; and
o statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical
facts.
You can find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates" or similar expressions used in this
prospectus.
These forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause our actual results to be materially different from
any future results expressed or implied in those statements. Because the
statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied. We caution you not to put undue
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reliance on these statements, which speak only as of the date of this
prospectus. Further, the information contained in this prospectus, or
incorporated herein by reference, is a statement of our present intention and is
based on present facts and assumptions, and may change at any time.
RISK FACTORS
In addition to the information discussed elsewhere in this Annual Report, the
following are important risks which could adversely affect our future results.
If any of the risks we describe below materialize, or if any unforeseen risk
develops, our operating results may suffer, our financial condition may
deteriorate, the trading price of our common stock may decline and our investors
could lose all or part of their investment.
Risks Related to Our Financial Condition
We are an early stage company with limited historical performance for you to
base an investment decision upon, and we may never become profitable.
We are an early stage company that generated its first revenues in January of
2014. For the years ended December 31, 2016, and December 31, 2015, we had
revenues of $976,033 and $799,695, and, had a net (loss) income of ($131,646)
and $149,649, respectively. For the quarters ended March 31, 2017 and 2016 we
had revenues of $189,258 and $242,432 respectively and a net loss of $(70,400)
and $(10,374) respectively. Accordingly, we have a limited operating history
upon which you may evaluate our prospects for achieving our business objectives
in light of the risks, difficulties and uncertainties frequently encountered by
early stage companies such as us. Accordingly, before investing in our common
stock, you should consider the challenges, expenses and difficulties that we
will face as an early stage company with a limited operating history.
Risks Related to Our Business
We are dependent on third parties to provide us with our products. Failure to
obtain satisfactory performance from them or a loss of their services could
cause us to lose sales, incur additional costs, and lose credibility in the
marketplace.
We depend on third parties to supply us with the products that we use in our
security surveillance systems. The loss of our suppliers could negatively impact
our operations and revenues. We do not have a written agreement with any our
suppliers obligating them to provide us with the products we sell. The
termination of the relationships with our suppliers or an adverse change in the
terms of its services could have a negative impact on our business. If our
suppliers increase their prices, we may not have alternative sources of supply
at comparable prices and may not be able to raise the prices of our products to
cover all, or even a portion, of the increased costs. In addition, if our
suppliers fail to perform satisfactorily, fail to handle increased orders, or
the loss of their services along with delays in shipments of products, it could
cause us to fail to meet orders, lose sales, incur additional costs, and/or
expose us to product quality issues. In turn, this could cause us to lose
credibility in the marketplace and damage our relationships with our customers
which would have a negative impact on our revenues.
We have no control over the third parties that supply us with security
surveillance products.
We rely on third parties to supply our products including those we use in our
security surveillance systems. We will have less control over third parties
because we cannot control their personnel, schedule or resources. It will be
more difficult to detect design faults and software errors. Any such fault or
error could cause delays in delivering our product or require design
modifications delays or defects which would likely have a more detrimental
impact on our business than if we were a more established company. Any of these
factors could cause our products not to meet our quality standards or
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expectations, or not to be completed on time or at all. If this happens, we
could lose anticipated revenues or our entire investment in our products.
Third parties can purchase the same products we sell which may negatively affect
our revenues.
We purchase our products including those which we sell under the HD View 360
brand name on a non-exclusive basis from third parties who sell the same and/ or
similar products to our competitors. These third parties supply security related
products for security and surveillance companies who sell the same products we
sell under their own brand names. As such, third parties can purchase the same
products we sell and put their own brand name on the product which may
negatively impact our revenues.
If we are unable to establish strong brand recognition of the HD View 360 name,
our revenues will be adversely affected.
The market for security surveillance products and systems is driven by brand
name recognition and reputation. We must use conventional and unconventional
marketing strategies to build brand recognition of the HD View 360 name. Brand
recognition will establish a position in our markets and if successful, will
help us increase our revenues. If we do not establish our brand name, our
revenues will be adversely affected and our business could fail.
We may be unable to gain market acceptance of our surveillance products and
systems. Our survival is currently dependent upon the success of our efforts to
gain market acceptance of our surveillance products and systems.
Many new surveillance products and systems are regularly introduced and only a
relatively small number account for a significant portion of net revenue in our
industry. Our products and services may not be desired by consumers, or
competitors may develop titles that imitate or compete with us, and take our
targeted revenue stream away from us or reduce our profitability. Products and
services offered by our competitors may take a larger share of our target market
than we anticipate which could cause our revenues to decrease. If our
competitors develop more successful products or offer competitive products and
services at lower prices, our revenue, margins, and profitability will decrease.
Due to the nature of our business, we do not have significant amounts of
recurring revenues from our existing customers and we are highly dependent on
new business development.
Most of our revenues derive from the installation of surveillance systems for
security purposes which are generally non-recurring. Our customers are mainly
commercial entities. We sell surveillance products and install security systems
for these customers and generate revenues from the sale of these systems to our
customers and, to a lesser extent, from maintenance of these systems for our
customers. After we have manufactured and installed a system at any particular
customer site, we have generated the majority of revenues from that particular
client. We would not expect to generate significant revenues from any existing
client in future years unless that client has additional installation sites for
which our services might be required. Therefore, in order to maintain a level of
revenues each year that is at or in excess of the level of revenues we generated
in prior years, we must identify and be retained by new clients. If our business
development, marketing and sales techniques do not result in an equal or greater
number of projects of at least comparable size and value for us in a given year
compared to the prior year, then we may be unable to increase our revenues and
earnings or even sustain current levels in the future.
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Technology changes rapidly in the security surveillance industry and if we fail
to anticipate or successfully implement new technologies into our products and
services, our revenues will be negatively impacted.
The surveillance industry is subject to evolving and rapidly changing
technologies. We may not be able to keep pace with these technologies or
implement them into our products and services, or our competition may be able to
achieve them more quickly and effectively than we can. In either case, our
security surveillance systems may be technologically inferior to our
competitors', less appealing to consumers, or both. Any failure to keep pace
with new technologies would harm our competitive position, and negatively impact
our revenues.
We currently have no protection of any trademarks, patents and/or other
intellectual property registrations. If we are unable to protect our
intellectual property rights, our proposed business may fail.
We only recently applied for trademark protection of the HD View 360 name but it
may not be granted. As such, we have no protection of our brand name. At present
we are planning to enter into non-disclosure agreements with employees to
protect our trade secrets. Despite our precautions, unauthorized parties may
attempt in the future to reverse engineer or copy the methods we use to create
our security surveillance systems. If we are successful we could lose our trade
secrets or they could develop similar systems, which could create more
competition for us and even cause our business to fail.
We may not be able to compete effectively against our competitors. We expect to
face strong competition from well-established companies and small independent
companies that provide security surveillance related systems and products. Many
of these companies have established brand recognition and greater financial
resources than we have. We will be at a competitive disadvantage in gaining
brand recognition, employees, financing and other resources required to provide
our products and services to prospective customers. Our opportunity to obtain
customers may be limited by our financial resources and other assets. If we are
unable to effectively compete with other service marketplaces, our business will
fail and you could lose your entire investment.
If our business grows, we will need to attract additional employees which we
might not be able to do.
Dennis Mancino is our sole officer and director and he oversees our operations
on a day to day basis. We also employ five persons who are technicians and sales
persons. In order to grow and implement our business plan, we may need to add
additional employees for sales and technology. There is no guarantee that we
will be successful in adding the additional employees required to grow our
business.
A permanent loss of data or a permanent loss of service on the internet will
have an adverse effect on our operations and will cause us to be less effective
in the industry.
Many of our security surveillance systems are dependent on the internet. If we
permanently lose data or permanently lose internet service for any reason, be it
technical failure or criminal acts, we will be less effective in providing our
services to potential clients and you could lose your investment.
None of our technology or business model is proprietary.
Barriers to enter the securities surveillance systems and product industry are
low. The technology and products required to commence operations for any
potential competitor are available from third party providers. The business
model, with few exceptions, is not new and can be readily adopted by those with
a basic knowledge of the security surveillance systems industry.
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We may be subject to product liability claims and we do not have insurance
coverage for such claims which could negatively impact our financial condition.
By selling security surveillance systems, we will face an inherent business risk
of exposure to product liability claims in the event that the use of our
products are defective. In the event that any of the components of our security
surveillance system is defective, we may be required to recall or replace
defective components. We maintain product liability insurance coverage in the
amount of $1,000,000 to protect us from such claims, which may not be sufficient
coverage for claims against us. A successful product liability claim or series
of claims brought against us would negatively impact our business and cause you
to lose your investment.
Should we lose the services of Dennis Mancino, our sole officer and director,
our operations and financial condition may be negatively impacted.
Our future depends on the continued contributions of Dennis Mancino, our sole
officer and director, who would be difficult to replace. Mr. Mancino's services
are critical to the management of our business and operations. We do not
maintain key man life insurance on Mr. Mancino. Should we lose the services of
Mr. Mancino, we may be unable to replace his services with equally competent and
experienced personnel and our operational goals and strategies may be adversely
affected, which will negatively affect our potential revenues.
We incur costs and management time related expenses pertaining to SEC reporting
obligations and SEC compliance matters and our management has no experience in
such matters.
Dennis Mancino, our sole officer and director is responsible for our compliance
with SEC reporting obligations and maintaining disclosure controls and
procedures and internal control over financial reporting. These public reporting
requirements and controls are relatively new to these individuals and at times
will require us to obtain outside assistance from legal, accounting or other
professionals that will increase our costs of doing business. Our obligations as
an SEC reporting company may require significant management time which will
reduce the amount of time our sole officer and director can dedicate to our
operations which could reduce our revenues and profitability. Should we fail to
comply with SEC reporting and internal controls and procedures, we may be
subject to securities law violations that may result in additional compliance
costs or costs associated with SEC judgments or fines, each of which would
increase our costs and negatively affect our potential profitability and our
ability to conduct our business.
Because we do not have an audit or compensation committee, shareholders must
rely on our sole director Dennis Mancino, who is not independent, to perform
these functions.
We have only one officer and director. We do not have an audit or compensation
committee or Board of Directors as a whole that is composed of independent
directors. Because Dennis Mancino, our sole director, is also our sole officer
and controlling shareholder, he is not independent. There is a potential
conflict between his interests, our interests and our shareholders' interests,
since our sole director is also our sole officer and he will make decisions
concerning his own compensation and audit issues. Until we have an audit or
compensation committee or independent directors, there may be less oversight of
Mr. Mancino's decisions and activities and little or no ability for our minority
shareholders to challenge or reverse his activities and decisions, even if they
are not in the best interests of minority shareholders.
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Our sole officer and director has voting control over all matters submitted to a
vote of our common stockholders, which will prevent our minority shareholders
from having the ability to control any of our corporate actions.
As of December 31, 2016 and June 15, 2017, we had 9,532,631 and 9,540,630 shares
of common stock outstanding, respectively, each entitled to one (1) vote per
share.
Our President, Chief Executive Officer and Director, Dennis Mancino controls
7,200,000 shares. As such, the aggregate number of common shares controlled by
Mr. Mancino effectively entitles him to vote approximately 78% of our
outstanding common shares on all matters submitted to a vote of our common
stockholders. As a result, he has the ability to determine the outcome of all
matters submitted to our stockholders for approval, including the election of
directors. Mr. Mancino's control of our voting securities may make it impossible
to complete some corporate transactions without his support and may prevent a
change in our control. In addition, this ownership could discourage the
acquisition of our common stock by potential investors and could have an
anti-takeover effect, possibly depressing the trading price of our common stock.
Risks Related to Our Common Stock
We will be subject to penny stock regulations and restrictions and you may have
difficulty selling shares of our common stock.
The SEC has adopted regulations which generally define so-called "penny stocks"
to be an equity security that has a market price of less than $5.00 per share or
an exercise price of less than $5.00 per share, subject to certain exemptions.
We anticipate that our common stock will be a "penny stock", and we will become
subject to Rule 15g-9 under the Exchange Act, or the "Penny Stock Rule". This
rule imposes additional sales practice requirements on broker-dealers that sell
such securities to persons other than established customers. For transactions
covered by Rule 15g-9, a broker-dealer must make a special suitability
determination for the purchaser and have received the purchaser's written
consent to the transaction prior to sale. As a result, this rule may affect the
ability of broker-dealers to sell our common shares and may affect the ability
of purchasers to sell any of our common shares in the secondary market.
For any transaction (other than an exempt transaction) involving a penny stock,
the rules require delivery, prior to such transaction, of a disclosure schedule
prepared by the SEC relating to the penny stock market. Disclosure is also
required to be made regarding sales commissions payable to both the
broker-dealer and the registered representative, and current quotations for the
securities. Finally, monthly statements are required to be sent disclosing
recent price information for the penny stock held in the account and information
on the limited market in penny stock.
We do not anticipate that our common stock will qualify for exemption from the
Penny Stock Rule. In any event, even if our common stock is exempt from the
Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange
Act, which gives the SEC the authority to restrict any person from participating
in a distribution of penny stock, if the SEC finds that such a restriction would
be in the public interest.
We may, in the future, issue additional securities, which would reduce
investors' percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize us to issue 90,000,000 shares of common
stock and 10,000,000 shares of blank check preferred stock. As of June 15, 2017
we had 9,540,630 shares of common stock and no preferred shares outstanding,
respectively. Accordingly, we may issue up to an additional 80,549,370 shares of
common stock and 10,000,000 shares of blank check preferred stock. The future
issuance of common stock may result in substantial dilution in the percentage of
our common stock held by our then existing shareholders. We may value any common
stock issued in the future on an arbitrary basis including for services or
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acquisitions or other corporate actions that may have the effect of diluting the
value of the shares held by our stockholders, and might have an adverse effect
on any trading market for our common stock. Our Board of Directors may designate
the rights, terms and preferences of our authorized but unissued preferred
shares at its discretion including conversion and voting preferences without
notice to our shareholders.
There is no assurance of a public market or that our common stock will ever
trade on a recognized stock exchange. Therefore, you may be unable to liquidate
your investment in our stock.
There is no established public trading market for our common stock. Our shares
have not been listed or quoted on any exchange or quotation system. There can be
no assurance that a market maker will agree to file the necessary documents with
FINRA for our shares to be quoted by the OTC Markets OTCQB, nor can there be any
assurance that such an application for quotation will be approved or that a
regular trading market will develop or that if developed, will be sustained. In
the absence of a trading market, an investor may be unable to liquidate their
investment.
Because we do not expect to pay dividends for the foreseeable future, investors
seeking cash dividends should not purchase our common stock.
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance our business. As
a result, we do not anticipate paying any cash dividends in the foreseeable
future. Our payment of any future dividends will be at the sole discretion of
our Board of Directors after considering whether we have generated sufficient
revenues, our financial condition, operating results, cash needs, growth plans
and other factors. Accordingly, investors that are seeking cash dividends should
not purchase our common stock.
As an issuer of "penny stock" the protection provided by the federal securities
laws relating to forward looking statements does not apply to us.
Although the federal securities law provides a safe harbor for forward-looking
statements made by a public company that files reports under the federal
securities laws, this safe harbor is not available to issuers of penny stocks.
As a result, if we are a penny stock we will not have the benefit of this safe
harbor protection in the event of any claim that the material provided by us
contained a material misstatement of fact or was misleading in any material
respect because of our failure to include any statements necessary to make the
statements not misleading.
We are an "emerging growth company," and we cannot be certain if the reduced
reporting requirements applicable to emerging growth companies will make our
common stock less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act. For as long as
we continue to be an emerging growth company, we may take advantage of
exemptions from various reporting requirements that are applicable to other
public companies that are not emerging growth companies, including not being
required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments, not previously
approved. We could be an emerging growth company for up to five (5) years,
although we could lose that status sooner if our revenues exceed $1,000,000,000,
if we issue more than $1,000,000,000 in non-convertible debt in a three (3) year
period, or if the market value of our common stock held by non-affiliates
exceeds $100,000,000 as of any April 30th date before that time, in which case
we would no longer be an emerging growth company as of the following April 30th.
We cannot predict whether investors will find our common stock less attractive
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because we may rely on these exemptions. If some investors find our common stock
less attractive as a result, there may be a less active trading market for our
common stock and our stock price may be more volatile.
We have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(2) of the JOBS Act, that
allows us to delay the adoption of new or revised accounting standards that have
different effective dates for public and private companies until those standards
apply to private companies. As a result of this election, our financial
statements may not be comparable to companies that comply with public company
effective dates.
MARKET FOR OUR COMMON STOCK
As of June 15, 2017 we had 9,540,630 shares of common stock outstanding held by
thirty-one (31) holders. Our common stock has only started trading in the first
quarter of 2017.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results
of operations in conjunction with the consolidated financial statements and
notes thereto included elsewhere in this prospectus. 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. Factors that could cause or contribute to these
differences include those discussed below and elsewhere in this prospectus,
particularly in "Risk Factors".
Overview
We were to provide security surveillance products and systems to commercial
users. We have had increasing revenues.
During the second quarter of 2016, we incorporated three new wholly owned
subsidiaries: HD View Technologies Inc., HD View Quick Fix Inc. and Simplefone
Inc.
HD View Technologies Inc. will be a credit card/debit card merchant processor.
HD View Quick Fix Inc. will be a combination of our installation company and a
subscription based rapid response entity for computer/surveillance equipment
repairs. Simplefone Inc. will lease a telephone switch and sell/lease telephone
equipment and telephone service.
We expect that our research, sales and marketing costs will continue to increase
as a percentage of revenues in the short-term.
Liquidity and Capital Resources
We derive revenues from the sale and installation of our security related
surveillance system products and services.
For the years ended December 31, 2016 and 2015, our net sales were $976,033 and
$799,695, respectively.
For the quarters ended March 31, 2017 and 2016 our net sales were $189,258 and
$247,432 respectively.
We have experienced and expect an increasing trend in sales due to our ability
to fulfill more orders that will come from greater brand acceptance due to
previous and continuing expenditures in marketing and sales. Most of our
revenues derive from the sale and installation of security and surveillance
12
systems which are generally non-recurring. We sell surveillance products and
install security systems primarily for commercial customers and generate
revenues from the sale of these systems to our customers and, to a lesser
extent, from maintenance of these systems for our customers. After we have
installed a system at any particular customer site, we have generated the
majority of revenues from that particular client location. We would not expect
to generate significant revenues from any existing client in future years unless
that client has additional installation sites for which our services might be
required. Therefore, in order to maintain a level of revenues each year that is
at or in excess of the level of revenues we generated in prior years, we must
identify and be retained by new clients. If our business development, marketing
and sales techniques do not result in an equal or greater number of projects of
at least comparable size and value for us in a given year compared to the prior
year, then we may be unable to increase our revenues and earnings or even
sustain current levels in the future. To address this issue, we plan to target
businesses with multiple locations and which are franchises. To accomplish this
we target franchisers with the goal of becoming a "preferred provider" to all of
their franchisees.
We do not anticipate any significant increase in the base cost of our products,
(except when moving to new improved equipment models), but do expect increased
labor cost in proportion to an increase in revenues.
Costs and Expenses
For the years ended December 31, 2016 and 2015, our costs of sales was $767,885
and $409,204, respectively. Our cost of sales, as a percentage, was 79% for the
year ended December 31, 2016 and 51% for the year ended December 31, 2015. This
percentage increase directly resulted from a combination of higher product cost
due to utilizing improved equipment and greater cost of installation labor and
travel expenses.
Our gross profit was $208,148 and $390,491 for the years ended December 31, 2016
and 2015, respectively. Our gross profit as a percentage of Net Sales was 21%
and 49% for the years ended December 31, 2016 and 2015, respectively.
During the years ended December 31, 2016 and 2015, we spent $394,682 and
$178,655 on general and administrative expenses. Our general and administrative
expenses increased $214,587, or 120.9%, for the year ended December 31, 2016
over the year ended December 31, 2015, because two significant categories
increased: professional fees increased $54,978, 125.6% and our general and
administrative expenses increased $154,639, 123.9%, both of which were related
to the expense of being a public company and our research and development of our
marketing efforts to expand revenue growth and entering several complementary
new lines of business.
We had net loss of ($131,646) for the year ended December 31, 2016 compared to a
net income of $149,649 for year ended December 31, 2015.
As of December 31, 2016, we had cash on hand of $259,000, which is sufficient to
meet our operating expenses for approximately twelve (12) months.
For the three months ended March 31, 2017 and 2016, our cost of sales was
$141,068 and $186,417, respectively. Our cost of sales, as a percentage of
sales, was 75% for both the three months ended March 31, 2017 and 2016. During
the first quarter of 2017 installation costs declined approximately 7% due to a
change in the use of independent contracted installation personnel who are local
to our job sites rather than sending employees from our location, which lowers
travel expenses. Installation, (and charging for installation service), also
aids us in an increased level of satisfaction of our products by our customers
because of our standardized installation policies and procedures.
13
Our gross profit was $48,190 and $61,015 for the three months ended March 31,
2017 and 2016, respectively. Our gross profit as a percentage of Net Sales was
25% for both the three months ended March 31, 2017 and 2016.
During the three months ended March 31, 2017 and 2016, we spent $128,997 and
$72,120 on general and administrative expenses. Our general and administrative
expenses increased by $56,877, or 79%, for the three months ended March 31, 2017
over the three months ended March 31, 2016. This increase was mainly
attributable to an increase in professional fees and an increase in our general
and administrative travel expenses to various franchise shows in efforts to gain
new franchiser customers.
We had net loss of ($70,400) for the three months ended March 31, 2017 compared
to net loss of ($10,374) for three months ended March 31, 2016.
If we continue to generate revenues consistent with the three (3) month period,
we will have sufficient liquidity and capital resources to meet our operating
costs of approximately $25,000 per month. As of March 31, 2017, we had
approximately cash on hand of $175,000, which we believe is sufficient to meet
our operating expenses for approximately seven (7) months.
Results of Operations
The following tables set forth selected unaudited statement of operations data
for each of the periods indicated:
Three Months Three Months
Ended March 31, Ended March 31,
2017 2016
Statements of Operations
Sales $ 189,258 $ 247,432
Cost of Sales $ 141,068 $ 186,417
Gross Profit $ 48,190 $ 61,015
Operating Expenses $ 128,997 $ 72,120
Net Loss $(70,400) $(10,374)
Cash Flow Activities
Cash decreased $83,632 at March 31, 2017, from $258,778 at December 31, 2016.
This decrease was principally a result of a net loss of $70,141 for the three
months ended March 31, 2017. Acquisition of fixed assets was $15,000, which was
the initial payment for the development of the POS system.
Financing Activities
During the first quarter of 2016 the Company sold 7,999 shares of common stock
in exchange for $6,000 in cash.
Results of Operations
The following tables set forth selected consolidated statement of operations
data for each of the periods indicated:
14
Year Ended Year Ended
Consolidated Statements of Operations December 31, 2016 December 31, 2015
Net Sales $ 976,033 $799,695
Cost of Sales $ 767,885 $409,204
Gross Profit $ 208,148 $390,491
General & Administrative Expenses $ 394,682 $178,655
Net (Loss) Income $(131,646) $149,649
For the years ended December 31 2016 and 2015, we sold approximately 230 and 215
units, respectively, at an approximate average sale price of $2,020 and $1,970.
For the years ended December 31, 2016 and 2015, our cost of sales was $767,885
and $409,204, respectively. Our cost of sales, as a percentage, was 79% for the
year ended December 31, 2016 and 51% for the year ended December 31, 2015. This
percentage increase directly resulted from a combination of higher product cost
due to utilizing improved equipment and greater cost of installation labor and
travel expenses.
Our gross profit was $208,148 and $390,491 for the years ended December 31, 2016
and 2015, respectively. Our gross profit as a percentage of Net Sales was 21%
and 49% for the years ended December 31, 2016 and 2015, respectively.
During the years ended December 31, 2016 and 2015, we spent $394,682 and
$178,655 on general and administrative expenses. Our general and administrative
expenses increased $216,027, or 120.9%, for the year ended December 31, 2016
over the year ended December 31, 2015, because two significant categories
increased: professional fees increased $54,978, 125.6% and our general and
administrative expenses increased $156,079, 123.9%, both of which were related
to the expense of being a public company and our research and development of our
marketing efforts to expand revenue growth and entering several complementary
new lines of business.
We had net loss of ($131,646) for the year ended December 31, 2016 compared to a
net income of $149,649 for year ended December 31, 2015.
Cash Flow Activities
Cash decreased $33,232 at December 31, 2016, from $292,010 at December 31, 2015.
This decrease was principally a result of a net loss of ($131,646) for the year
ended December 31, 2016; the acquisition of additional fixed assets of $34,641
and the sale of common stock in exchange for $178,252 in cash. Acquisition of
fixed assets increased $34,641 because the Company relocated to new office space
which required certain building improvements as well as some new furniture and
equipment to accommodate our new lines of business.
Financing Activities
During 2016 the Company sold 247,499 shares of common stock in exchange for
$178,500 in cash.
Property and Equipment
We occupy approximately 1,598 square feet at 150 SE 2nd Ave, Suite 404, Miami
Florida. This location consists of approximately 400 square feet of warehouse
space and approximately 1,198 square feet of office space. We occupy this
location pursuant to a lease agreement that requires us to pay $3,063 monthly.
15
The lease expires on September 30, 2018. We believe this location is suitable
for our current needs.
We do not intend to renovate, improve, or develop properties. We are not subject
to competitive conditions for property and currently have no property to insure.
We have no policy with respect to investments in real estate or interests in
real estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.
In 2015 we added a cargo van as an asset to allow for the delivery of product
packages to the shipping carrier as well as for around town supplies collection.
This vehicle was financed through a capital lease. This van was removed from
service due to an accident in mid-2016.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the placecountry-regionUnited States requires our
management to make assumptions, estimates and judgments that affect the amounts
reported in the financial statements, including the notes thereto, and related
disclosures of commitments and contingencies, if any. We consider our critical
accounting policies to be those that require the more significant judgments and
estimates in the preparation of financial statements, including the following:
Income Taxes
We account for income taxes under ASC 740 "Income Taxes" which codified SFAS
109, "Accounting for Income Taxes" and FIN 48 "Accounting for Uncertainty in
Income Taxes - an Interpretation of FASB Statement No. 109." Under the asset and
liability method of ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statements carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
ASC 740, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period the enactment occurs. A valuation
allowance is provided for certain deferred tax assets if it is more likely than
not that we will not realize tax assets through future operations.
Per Share Information
We compute net income (loss) per share accordance with FASB ASC 205 "Earnings
per Share". FASB ASC 205 requires presentation of both basic and diluted
earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net loss available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all potentially dilutive common
shares outstanding during the period. Diluted EPS excludes all potentially
dilutive shares if their effect is anti-dilutive.
Stock Option Grants
We have not granted any stock options to our officers and directors since our
inception. Upon the further development of our business, we will likely grant
options to directors and officers consistent with industry standards.
16
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the placecountry-regionUnited States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and 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. Actual results could differ from those
estimates.
Fair Value of Financial Instruments
Our financial instruments consist of cash and cash equivalents, prepaid
expenses, payables and accrued expenses. Fair value estimates are made at a
specific point in time, based on relevant market information about the financial
instrument. These estimates are subjective in nature and involve uncertainties
and matters of significant judgment and therefore cannot be determined with
precision. We consider the carrying values of our financial instruments in the
consolidated financial statements to approximate fair value, due to their
short-term nature.
Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is provided for using straight-line methods over the estimated
useful lives of the respective assets.
Valuation of Long-Lived Assets
We periodically evaluate long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying value of an asset may not be
recoverable. If the estimated future cash flows (undiscounted and without
interest charges) from the use of an asset were less than the carrying value, a
write-down would be recorded to reduce the related asset to its estimated fair
value.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as defined in Regulation S-K
Item 303(a)(4).
BUSINESS
Corporate Overview
We were incorporated in the state of Florida, to distribute and install security
surveillance systems and products. Our principal executive office is located at
150 2nd Ave, Suite 404, Miami, Florida 33131. Our telephone number is
786-294-0559. Our website is www.hdview360.com.
Our Operations
We distribute and install security surveillance systems that capture, digitize
and transmit video over different types of wired and wireless networks using
analog, internet protocol and serial digital interface technology. Our security
systems allow users to deploy an end-to-end IP video solution with analytics or
evolve to IP video operations without discarding their previous investments in
analog closed circuit television technology.
We sell surveillance products and install security systems primarily for
commercial customers and generate revenues from the sale of these systems to our
customers and, to a lesser extent, from maintenance of these systems for our
customers.
17
Our products and the components of our systems are manufactured and supplied to
us by third parties on a non-exclusive basis and are marketed under the HD View
360 brand name. We generated our first revenues in January 2014.
For the years ended December 31, 2016 and December 31, 2015 we had revenues of
$976,033 and $799,695, respectively and a net (loss) income of ($131,646) and
$149,649, respectively.
In April and May of 2015, we sold an aggregate of 1,800,000 common shares to one
(1) person at the price of $.00833 per share or an aggregate of $15,000.
On September 1, 2015, we issued 7,200,000 common shares to Dennis Mancino, our
President, Chief Executive Officer and Director, for capital contributions he
made to us in 2014 in the amount of $20,000.
Our Customers
We provide full service IT Networking and Installation services to commercial
clients in the placecountry-regionU.S. Most of our revenues derive from the
installation of security and surveillance systems which are generally
non-recurring. Our customers are primarily commercial entities. We sell
surveillance products and install security systems primarily for commercial
customers and generate revenues from the sale of these systems to our customers
and, to a lesser extent, from maintenance of these systems for our customers.
After we have installed a system at any particular customer site, we have
generated the majority of revenues from that particular client. We would not
expect to generate significant revenues from any existing client in future years
unless that client has additional installation sites for which our services
might be required. Therefore, in order to maintain a level of revenues each year
that is at or in excess of the level of revenues we generated in prior years, we
must identify and be retained by new clients. If our business development,
marketing and sales techniques do not result in an equal or greater number of
projects of at least comparable size and value for us in a given year compared
to the prior year, then we may be unable to increase our revenues and earnings
or even sustain current levels in the future.
Our Surveillance Systems and Products
Our products capture, digitize and transmit video over different types of wired
and wireless networks using analog, internet protocol and serial digital
interface technology. Our products allow users to deploy an end-to-end IP video
solution with analytics or evolve to IP video operations without discarding
their previous investments in analog closed circuit television technology.
Our products are marketed under the HD View 360 brand.
We believe that the following competitive strengths will enable us to sustain
our leadership in the video intelligence market:
o Our open platform facilitates interoperability with our customers'
existing business and security systems and with complementary
third-party products.
o We are able to help our customers cost-effectively migrate to
networked IP video without the need to discard their analog CCTV
investments.
Our basic security system starts at $995 which includes installation. Our
products are sold from our location at 150 2nd Ave, Suite 404,
Miami, Florida 33131. Orders originating from our website are
placed by telephone.
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Our Products include:
o IP Network Video Recorders
o analog Digital Video Recorders
o HDCVI Video Recorders
o HDCVI Cameras
o HDCVI Pan Tilt Cameras
o IP Cameras
o IP Pan Tilt Zoom Cameras
o Video IP Intercom
o Analog Cameras
o Connectors
o Cable
o Secure Lock Boxes
o HDMI Video Products
o IP Networking
o Tools, Testers & Power Supplies
Our services include:
o Networking
o IT Solutions
o Structured Cabling
o Mobile App and placeMobile device integration
o CCTV installation & upgrades
Employees
We have a total of five (5) full time employees not including our President,
Chief Executive Officer and Director, Dennis Mancino. Our employees consist of
sales persons and technicians who install our security systems. We employ one
(1) part-time employee who provides bookkeeping, clerical and administrative
services on an as needed basis.
None of our employees are represented by a collective bargaining agreement, nor
have we experienced any work stoppages. We believe that we maintain good
relationships with our employees.
Suppliers
We purchase our products including those used in our security surveillance
systems from third party suppliers on an as needed basis. Products sold under
the HD View 360 name are purchased from a variety of suppliers. Should any
supplier stop providing us with products, we believe we could locate another
supplier offering comparable pricing and terms.
Properties
From January 1, 2016 to June 30, 2016 we occupied approximately 850 square feet
at 333 NE 24th Street, Suite 100B, Miami Florida. This location consisted of
approximately 400 square feet of warehouse space and approximately 450 square
feet of office space. We occupied this location pursuant to a lease agreement
that requires us to pay $2,471 monthly. The lease expired on July 1, 2016.
We entered into a new lease on July 1, 2016. We received a three-month abatement
in rent payments in exchange for completing certain leasehold improvements. The
19
improvements were completed and on August 1, 2016 we relocated to 150 2nd Ave,
Suite 404, Miami, Florida. The new location consists of approximately 1,600
square feet. We occupy this location pursuant to a lease agreement that requires
us to pay $3,063 per month.
Dependence on a Few Customers
Most of our revenues derive from the installation of surveillance systems for
security purposes which are generally non-recurring. As such, we are not
dependent on one or a few customers.
Marketing
The majority of our sales to date have been generated by the personal and
professional contracts of Dennis Mancino, our President, Chief Executive Officer
and Director.
Our marketing strategy is to develop our "HD View 360" brand name and "HD View
360 Surveillance Systems" slogan for those seeking security surveillance systems
and products. Throughout 2017, we plan to participate in tradeshows and provide
brochures of our security systems and products at events designed for businesses
with multiple locations and franchises in order to develop recurring revenues
from our commercial customers that continue after a system is installed.
Additionally, our marketing campaign includes the following.
We attend franchise trade shows in order to develop relationships with
franchisors with the objective of becoming a preferred provider to the
franchisees. HD View is currently a preferred provider with respect to its
products for several national franchisors which has been the primary reason for
increases in revenues.
We also attend tradeshows under the names of our wholly owned subsidiaries HD
Quick Fix and HD Technologies.
HD Quick Fix
HD Quick Fix offers comprehensive remote and on-site computer tech support. HD
Quick Fix has a modest customer base at present which has been steadily growing.
HD Technologies
HD Technologies is developing a merchant credit card processing system. We
currently estimate that the development process will take between six and nine
months.
We also act as a reseller of Simplefone which is an internet phone service. We
have just begun to develop this segment of our business.
Furthermore, we believe that a marketing mix of email and print advertising,
social media campaigns, internet advertising and event promotions targeting
local and regional businesses is an optimal strategy to increase revenues. We
are constantly updating and improving our websites and online presence.
Raw Materials
We do not use raw materials in our products.
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Research and Development
All of our research to date has been done by Dennis Mancino, our President,
Chief Executive Officer and Director who is in charge of our day to day
operations. We have not spent any amounts on research and development since our
inception on January 1, 2014.
Competition
Our product market is highly competitive and rapidly changing. Our ability to
compete depends upon many factors within and outside our control, including the
performance and reliability of our product kits, customer service, marketing
efforts and development of our logs and brand name. Due to the relatively low
barriers to entry we expect additional competition from other emerging
companies. Many of our existing and potential competitors are substantially
larger than us and have significantly greater financial, technical and marketing
resources. As a result, they may be able to respond more quickly to new or
emerging technologies for our products. There can be no assurance that we will
be able to compete successfully against current or future competitors or that
competitive pressure will not have a material adverse effect on our business,
operating results and financial condition.
Intellectual Property
We have no registered or patented intellectual property. We recently applied for
trademark protection of the HD View 360 name but no protection has been granted
and there is no assurance protection will be granted. Trademarks and trade names
distinguish the various companies from each other. If customers are unable to
distinguish our products from those of other companies, we could lose sales to
our competitors. We do not have any registered trademarks and trade names, so we
only have common law rights with respect to infractions or infringements on our
products and services. Many subtleties exist in product descriptions, offering
and names that can easily confuse customers. The name of our principal products
and services may be found in numerous variations of the name and descriptions in
various media and product labels. This presents a risk of losing potential
customers looking for our products and buying someone else's because they cannot
differentiate between them.
MANAGEMENT
The following table sets forth the name, age, and position of our executive
officers and directors. Executive officers are elected annually by our Board of
Directors. Each executive officer holds his office until he resigns, is removed
by the Board of Directors, or his successor is elected and qualified. Directors
are elected annually by our shareholders at the annual meeting. Each director
holds his office until his successor is elected and qualified or his earlier
resignation or removal.
Name Age Position
Dennis Mancino 44 President, Chief Executive Officer and Director
Dennis Mancino, President, Chief Executive Officer and Director
Dennis Mancino, has served as our President, Chief Executive Officer & Director
since January 1, 2014. From November 1, 2005 until December 10, 2013, Mr.
Mancino was the Chief Executive Officer of TJM Investments.
Mr. Mancino received a degree in Business Administration in June of 1991 and
graduated from Kingsboro Community College located in Brooklyn, New York.
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As our director, Mr. Mancino provides his experience overseeing and managing our
day to day operations.
Employment Agreements
On December 28, 2015, we entered into an agreement with Dennis Mancino, our
President, Chief Executive Officer and Director to provide services to us. The
agreement has a term of two (2) years and requires us to pay $7,000 per month to
Mr. Mancino for his services as our President, Chief Executive Officer and
Director.
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee or a committee performing similar
functions. Our board as a whole participates in the review of financial
statements and disclosure. We also do not have an audit committee financial
expert.
Code of Ethics
We have adopted a code of ethics that applies to our principal executive
officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. A copy of our code of
ethics may be obtained free of charge by contacting us.
Executive Compensation
Our Board of Directors determines the compensation paid to our executive
officers, based upon the years of service to us, whether services are provided
on a full time basis and the experience and level of skill required.
The following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to the officer and directors for
services rendered in all capacities for the years ending December 31, 2016 and
December 31, 2015. No other officers and directors were compensated during the
years ended December 31, 2016 and 2015.
Year Non-Equity Non-Qualified
Names and Ended Stock Option Incentive Plan Deferred All Other
Principal December Salary Bonus Awards Awards Compensaion Compensation Compensation
Position 31st ($) ($) ($) ($) Earnings ($) Earnings ($) ($) Total ($)
------------- ----- ------ ----- ------ ------ -------------- -------------- ------------- ---------
Dennis Mancino, 2016 -- -- -- -- -- -- $ 84,000(2) $ 84,000(2)
President, Chief 2015 -- -- -- -- -- -- $205,340(1)(2) $205,340(1)(2)
Executive Officer
and Director
(1) During the year ended December 31, 2015, we paid $121,340 in cash to
Dennis Mancino, directly or to Empire Limited Partners, an entity
controlled by Dennis Mancino, our President, Chief Executive Officer
and Director, for commissions on sales.
(2) Includes $84,000 in annual income derived from employment agreement
discussed above.
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Equity
Equity Incentive
Incentive Plan Awards:
Equity Incentive Plan Awards: Market or
Plan Awards Market Number of Payout Value
Number of Number of Number of Number of Value of Unearned of Unearned
Securities Securities Securities Shares or Shares or Shares, Units Shares, Units
Underlying Underlying Underlying Units of Units of or Other or Other
Unexercised Unexercised Unexercised Option Option Stock that Stock that Rights That Rights That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Exercisable Unexercisable Options (#) Price ($) Date Vested (#) Vested (#) Vested (#) Vested (#)
----------- ------------- ------------- --------- --------- ---------- ---------- ----------- ------------
Dennis Mancino 2016 -- -- -- -- -- -- -- --
President, Chief 2015 -- -- -- -- -- -- -- --
Executive Offi
We may award our officers and directors shares of common stock as non-cash
compensation as determined by the board of directors from time to time. The
board will base its decision to grant common stock as compensation on the level
of skill required to perform the services rendered and time committed to
providing services to us.
At no time during the last fiscal year with respect to any person listed in the
table above was there:
o any outstanding option or other equity-based award re-priced or
otherwise materially modified (such as by extension of exercise
periods, the change of vesting or forfeiture conditions, the change or
elimination of applicable performance criteria, or the change of the
bases upon which returns are determined);
o any waiver or modification of any specified performance target, goal
or condition to payout with respect to any amount included in
non-stock incentive plan compensation or payouts;
o any option or equity grant;
o any non-equity incentive plan award made to a named executive officer;
o any nonqualified deferred compensation plans including nonqualified
defined contribution plans; or
o any payment for any item to be included under the heading "All Other
Compensation" in the Summary Compensation Table.
Outstanding Equity Awards at the End of the Fiscal Year
We do not have and have never had any equity compensation plans and therefore no
equity awards were outstanding as of December 31, 2016.
Director Compensation
Our directors do not receive any other compensation for serving on the Board of
Directors.
Bonuses and Deferred Compensation
We do not have any bonus, deferred compensation or retirement plan. All
decisions regarding compensation are determined by our Board of Directors.
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Options and Stock Appreciation Rights
We do not currently have a stock option or other equity incentive plan. We may
adopt one or more such programs in the future.
Board of Directors
Our directors are not reimbursed for expenses incurred by them in connection
with attending board meetings and they do not receive any other compensation for
serving on the Board of Directors.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding our shares of
common stock beneficially owned as of April 30, 2017 for (i) each stockholder
known to be the beneficial owner of five percent (5%) or more of our outstanding
shares of common stock, (ii) each named executive officer and director, and
(iii) all executive officers and directors as a group. A person is considered to
beneficially own any shares: (i) over which such person, directly or indirectly,
exercises sole or shared voting or investment power, or (ii) of which such
person has the right to acquire beneficial ownership at any time within sixty
(60) days through an exercise of stock options or warrants or otherwise. Unless
otherwise indicated, voting and investment power relating to the shares shown in
the table for our directors and executive officers is exercised solely by the
beneficial owner or shared by the owner and the owner's spouse or children.
Amount of
Name and Address Beneficial Percentage
of Beneficial Owner Ownership Held
----------------------- ---------- ----------
Dennis Mancino, President, 7,200,000 76%
Chief Executive Officer and Director
150 SE 2nd Ave Suite 404
Miami, Florida 33131
All Officers and Directors (1 person) 7,200,000 76%
Miklos Gulyas 1,800,000 19%
2557 Jardin Terrace
Westin, FL 33327
INVESTMENT AGREEMENT
On June 8, 2017, we entered into an Investment Agreement with WT Consulting
Group, LLC ("WT") in order to establish a possible source of funding for our
operations.
Under the Investment Agreement WT has agreed to provide us with up to $2,000,000
of funding during the period ending three years from the date of this
prospectus.
From time to time during the period ending three years after the date of this
prospectus, we may, in our sole discretion, deliver a Put Notice to WT. The Put
Notice will specify the number of shares of common stock which we intend to sell
to WT on a closing date.
The closing of the purchase by WT of the shares specified in the Put Notice will
occur on the date which is no earlier than five and no later than seven Trading
Days following the date WT receives the Put Notice. On the closing date we will
sell to WT the shares specified in the Put Notice, and WT will pay us an amount
equal to the Purchase Price multiplied by the number of shares specified in the
Put Notice.
24
The maximum amount that we will be entitled to sell to WT with respect to any
applicable Put Notice will be equal to 100% of the average of the daily trading
volume of our common stock for the ten consecutive Trading Days immediately
prior to the delivery of the Put Notice, so long as the dollar value of the
shares we sell is at least $5,000 and does not exceed $50,000 as calculated by
multiplying the number of shares specified in the Put Notice by the VWAP. We may
not submit a Put Notice until after the closing of the sale of the shares
specified in any previous Put Notice or earlier than the tenth Trading Day
immediately following the delivery of any Put Notice.
For purposes of the foregoing:
Purchase Price means 85% of the average of the two lowest trading prices of the
Company's common stock during the five consecutive Trading Days including and
immediately following the delivery of a Put Notice provided, however, an
additional 10% will be added to the discount of each Put if (i) we are not DWAC
eligible and (ii) an additional 15% will be added to the discount of each Put if
we are under a Depository Trust Company "chill" status on the date WT receives
the Put Notice.
Trading Day means any day on which the Principal Market for our common stock is
open for trading.
Principal Market means the NYSE MKT, the Nasdaq Capital Market, the OTC Bulletin
Board or the OTC Markets Group, whichever is the principal market on which our
common stock is traded.
VWAP means a price determined by the daily volume weighted average price of our
common stock on the Principal Market as reported by (i) Bloomberg Financial L.P.
or (ii) Stock Charts/Quote Media for the ten consecutive Trading Days
immediately prior to the date of the delivery of a Put Notice.
Using the formula contained in the Investment Agreement, if we had delivered a
Put Notice on April 29, 2017 specifying that we wanted to sell 5,000 shares of
our common stock, we would have received $10,250 from the sale of these shares.
The number of shares to be sold by WT in this offering will vary from
time-to-time and will depend upon the number of shares purchased from us
pursuant to the terms of the Investment Agreement.
We are under no obligation to sell any shares under the equity line of credit
and we may terminate the Investment Agreement upon 15 days' notice to WT.
We will not receive any proceeds from the sale of the shares by WT. WT may
resell the shares it acquires by means of this prospectus from time to time in
the public market. We are paying the costs of registering the shares offered by
WT. WT will pay all other costs of the sale of the shares which it may purchase
from us. During the past three years neither WT nor its controlling persons had
any relationship with us, or our officers or directors.
The shares of common stock owned, or which may be acquired by WT, may be offered
and sold by means of this prospectus from time to time as market conditions
permit in the over-the-counter market, or otherwise, at prices and terms then
prevailing or at prices related to the then-current market price, or in
negotiated transactions. These shares may be sold by one or more of the
following methods, without limitation:
o a block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
25
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o face-to-face transactions between sellers and purchasers without a
broker/dealer.
In competing sales, brokers or dealers engaged by WT may arrange for other
brokers or dealers to participate. These brokers or dealers may receive
commissions or discounts from WT in amounts to be negotiated.
WT is an "underwriter" and any broker/dealers who act in connection with the
sale of the shares by means of this prospectus may be deemed to be
"underwriters" within the meaning of the Securities Acts of 1933, and any
commissions received by them and profit on any resale of the shares as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act. We haves agreed to indemnify WT against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.
We have advised WT that it and any securities broker/dealers or others who may
be deemed to be statutory underwriters will be subject to the prospectus
delivery requirements under the Securities Act of 1933. We have also advised WT
that, in the event of a "distribution" of its shares, WT, any "affiliated
purchasers", and any broker/dealer or other person who participates in such
distribution, may be subject to Rule 102 of Regulation M under the Securities
Exchange Act of 1934 until their participation in that distribution is
completed. Rule 102 makes it unlawful for any person who is participating in a
distribution to bid for or purchase stock of the same class as is the subject of
the distribution. A "distribution" is defined in Regulation M as an offering of
securities "that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling efforts and
selling methods". We have also advised WT that Regulation M prohibits any
"stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing
or stabilizing the price of the common stock in connection with this offering.
We granted registration rights to WT to enable it to sell the common stock it
may acquire under the Investment Agreement. Notwithstanding these registration
rights, we have no obligation:
o to assist or cooperate with WT in the offering or disposition of their
shares; or
o to obtain a commitment from an underwriter relative to the sale of any
the shares.
WT is entitled to customary indemnification from us for any losses or
liabilities it suffers based upon material misstatements or omissions from the
registration statement or this prospectus, except as they relate to information
WT supplied to us for inclusion in the registration statement and prospectus.
We will prepare and file amendments and supplements to this prospectus as may be
necessary in order to keep this prospectus effective as long as WT holds shares
of our common stock or until these shares can be sold under an appropriate
exemption from registration. We have agreed to bear the expenses of registering
the shares, but not the expenses associated with selling the shares, such as
broker discounts and commissions.
WT is controlled by William Hirschy.
26
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 90,000,000 shares of common stock. Holders of our
common stock are each entitled to cast one vote for each share held of record on
all matters presented to the shareholders. Cumulative voting is not allowed;
hence, the holders of a majority of our outstanding common shares can elect all
directors.
Holders of our common stock are entitled to receive such dividends as may be
declared by our Board of Directors out of funds legally available and, in the
event of liquidation, to share pro rata in any distribution of our assets after
payment of liabilities. Our Board of Directors is not obligated to declare a
dividend. It is not anticipated that dividends will be paid in the foreseeable
future.
Holders of our common stock do not have preemptive rights to subscribe to
additional shares if issued. There are no conversion, redemption, sinking fund
or similar provisions regarding the common stock. All outstanding shares of
common stock are fully paid and non-assessable.
Preferred Stock
We are authorized to issue 10,000,000 shares of preferred stock. Shares of
preferred stock may be issued from time to time in one or more series as may be
determined by our Board of Directors. The voting powers and preferences, the
relative rights of each such series and the qualifications, limitations and
restrictions of each series will be established by the Board of Directors. Our
directors may issue preferred stock with multiple votes per share and dividend
rights which would have priority over any dividends paid with respect to the
holders of our common stock. The issuance of preferred stock with these rights
may make the removal of management difficult even if the removal would be
considered beneficial to shareholders generally, and will have the effect of
limiting shareholder participation in transactions such as mergers or tender
offers if these transactions are not favored by our management. As of the date
of this prospectus, we had not issued any shares of preferred stock.
LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal proceedings in which we are
involved.
INDEMNIFICATION
Our Bylaws authorize indemnification of a director, officer, employee or agent
against expenses incurred by him in connection with any action, suit, or
proceeding to which he is named a party by reason of his having acted or served
in such capacity, except for liabilities arising from his own misconduct or
negligence in performance of his duty. In addition, even a director, officer,
employee, or agent found liable for misconduct or negligence in the performance
of his duty may obtain such indemnification if, in view of all the circumstances
in the case, a court of competent jurisdiction determines such person is fairly
and reasonably entitled to indemnification. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to our
directors, officers, or controlling persons pursuant to these provisions, we
have been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 (together with all amendments and exhibits) under the
Securities Act of 1933, as amended, with respect to the securities offered by
27
this prospectus. This prospectus does not contain all of the information in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Securities and Exchange Commission. For further
information, reference is made to the Registration Statement which may be read
and copied at the Commission's Public Reference Room.
We are subject to the requirements of the Securities Exchange Act of l934 and
are required to file reports and other information with the Securities and
Exchange Commission. Copies of any such reports and other information (which
includes our financial statements) filed by us can be read and copied at the
Commission's Public Reference Room.
The public may obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330. The Public Reference Room is
located at 100 F. Street, N.E., Washington, D.C. 20549.
Our Registration Statement and all reports and other information we file with
the Securities and Exchange Commission are also available at www.sec.gov, the
website of the Securities and Exchange Commission.
28
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm ...................F-2
Consolidated Balance Sheets................................................F-3
Consolidated Statements of Income .........................................F-4
Consolidated Statements of Changes in Stockholders' Equity ................F-5
Statements of Changes in Cash Flows........................................F-6
Notes to Financial Statements..............................................F-7
F-1
Reports of Independent Registered Public Accounting Firm
To the Board of Director and Stockholders of HD View 360, Inc.
Miami, Florida 33131
We have audited the accompanying consolidated balance sheets of HD View 360,
Inc. (the "Company") at December 31, 2016 and 2015, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. The Company's management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (placecountry-regionUnited States of America). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of HD View 360, Inc. at
December 31, 2016 and 2015, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
/s/ Daszkal Bolton LLP
Fort Lauderdale, Florida
March 31, 2017
F-2
HD VIEW 360, INC.
Consolidated Balance Sheets
December 31,
ASSETS 2016 2015
-------- -------
CURRENT ASSETS
Cash $258,778 $292,010
Accounts receivable 6,532 -
Income tax refund receivable 42,305 -
Inventory, net of reserve of $16,400 and $6,010
as of December 31, 2016 and 2015, respectively - 10,390
Prepaid expenses and other current assets 12,278 2,200
--------- --------
Total current assets 319,893 304,600
--------- --------
PROPERTY AND EQUIPMENT
Furniture, fixtures and equipment 50,743 15,000
Leasehold improvements 11,097 4,500
Vehicles - 22,730
--------- --------
Total Property and Equipment 61,840 42,230
Less accumulated depreciation (18,931) (14,712)
--------- --------
Property and equipment, net 42,909 27,518
--------- --------
Total Assets $ 362,802 $332,118
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 54,924 $ 5,748
Income taxes payable - 63,837
Deferred rent 6,891 -
Capital lease obligations-current portion - 3,152
--------- --------
Total current liabilities 61,815 72,737
--------- --------
LONG-TERM LIABILITIES
Capital lease obligations - non-current portion - 17,375
--------- --------
Total long-term debt - 17,375
--------- --------
Total Liabilities 61,815 90,112
--------- --------
Commitments and Contingencies
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, authorized
10,000,000 shares; 0 issued and outstanding - -
Common stock, $0.001 par value, authorized
90,000,000 shares; 9,532,631 and 9,285,132 issued
and outstanding shares at December 31, 2016 and
2015, respectively 9,533 9,285
Additional paid-in capital 375,046 196,794
(Accumulated deficit) Retained earnings (95,718) 35,927
Non-controlling interest in consolidated subsidiary 12,126 -
--------- --------
Total stockholders' equity 300,987 242,006
--------- --------
Total Liabilities and Stockholders' Equity $ 362,802 $332,118
========= ========
The accompanying notes are an integral part of the financial statements
F-3
HD VIEW 360, INC.
Consolidated Statements of Income
Years Ended December 31,
2016 2015
--------- ----------
SALES:
Product sales $ 463,566 $ 408,622
Installation sales 512,467 391,073
--------- --------
Total sales 976,033 799,695
COST OF SALES:
Cost of product 366,990 249,749
Cost of installation 400,895 159,455
--------- --------
Total cost of sales 767,885 409,204
--------- --------
Gross Profit 208,148 390,491
--------- --------
OPERATING EXPENSES:
General and administrative expenses 282,004 125,925
Depreciation expense 13,932 8,962
Professional fees 98,746 43,768
--------- --------
Total operating expenses 394,682 178,655
--------- --------
(LOSS) INCOME FROM OPERATIONS (186,534) 211,836
OTHER INCOME AND (EXPENSE)
Interest expense (650) (724)
Bad debt expense (250) -
Gain on disposal of fixed assets, net 540 -
Interest income 220 13
Credit card discount 3,118 2,361
Other 10,456 -
--------- --------
Total other income 13,434 1,650
--------- --------
Net (loss) income before income taxes (173,100) 213,486
Non-controlling interest in net income (loss) of 74 -
consolidated subsidiary
Income tax (benefit) expense (41,380) 63,837
--------- --------
Net (loss) income $ (131,646) $ 149,649
=========== =========
(Loss) income per weighted average common share - $ (0.01) $ 0.02
basic and diluted
=========== =========
Number of weighted average common shares 9,331,232 9,009,248
outstanding-basic and diluted
=========== =========
The accompanying notes are an integral part of the financial statements
F-4
HD VIEW 360, INC.
Consolidated Statements of Changes in Stockholders' Equity
Retained
Number Par Additional Earnings/ Total
Shares Amount Paid-in Accumulated Stockholders'
Common Common Capital Deficit Equity
-------- ------- ---------- ----------- -------------
BALANCE, January 1, 2015 - $ - $35,000 $(13,322) $ 21,678
Contributions to capital - - 15,000 - 15,000
Return of contributed - - (15,000) - (15,000)
capital
Shares issued for
contributed capital 9,000,000 9,000 (9,000) - -
Shares issued for cash 285,132 285 170,794 - 171,079
Distributions - - - (100,400) (100,400)
Net income - - - 149,649 149,649
--------- ------ ------- -------- ---------
Balance December 31,
2015 9,285,132 9,285 196,794 35,927 242,006
Shares issued for cash 247,499 248 178,252 - 178,500
Net loss - - - (131,646) (131,646)
--------- ------ ------- -------- ---------
Balance December 31,
2016 9,532,631 $9,533 $375,046 $(95,719) $288,860
========= ====== ======== ======== =========
The accompanying notes are an integral part of the financial statements
F-5
HD VIEW 360, INC.
Consolidated Statements of Changes in Cash Flows
Years Ended December 31,
2016 2015
---------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $(131,646) $149,649
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating
activities:
Depreciation 13,932 8,962
Inventory valuation allowance 10,390 6,100
Amortization of deferred rent 1,149 -
(Gain) loss on disposal of fixed assets, net (540) -
Bad debt expense 250 -
Other non-operating income (expense) (1,187) -
Changes in operating assets and liabilities:
Increase in inventory, net - (2,854)
Increase in accounts receivable (6,532) -
Increase in income tax refund receivable (42,305) -
Increase in prepaid expenses and other assets (10,078) -
Increase in accounts payable and accrued 49,176 99
expenses
Increase in deferred rent 6,891 -
(Decrease) increase in income taxes payable (63,837) 63,837
----------- -------
Net cash (used in) provided by operating activities (174,338) 225,793
----------- -------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment (34,641) -
----------- -------
Net cash used in investing activities (34,641) -
----------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Common stock issued for cash 178,252 171,079
Shareholder advances - (5,900)
Payments on capital lease obligation (2,506) (2,203)
Contributed capital - 15,000
Return of capital contributed - (15,000)
Distributions - (100,400)
----------- -------
Net cash provided by financing activities 175,746 62,576
----------- -------
Net (decrease) increase in cash (33,232) 288,369
----------- -------
CASH, beginning of year 292,010 3,641
----------- -------
CASH, end of year $ 258,778 292,010
=========== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash $ 650 $ 724
=========== =======
Income taxes paid in cash $ 52,321 -
=========== =======
Non-Cash Financing Activities:
Issuance of common stock for previously
contributed capital $ - $ 9,000
=========== ========
Vehicle acquired via capital lease $ - $ 22,730
=========== ========
The accompanying notes are an integral part of the financial statements
F-6
HD VIEW 360, INC.
Notes to Consolidated Financial Statements
(1) NATURE OF OPERATIONS
HD View 360, Inc., ("the Company"), was formed with an effective date of January
1, 2014, under the laws of the State of Florida. The Company design and installs
closed-circuit television ("CCTV") systems, using Analog, Internet Protocol and
Serial Digital Interface technology. The Company also distributes network video
recorders, HD cameras and accessories.
HD View Quick Fix Inc., ("HDQF"), was incorporated on May 18, 2016, under the
laws of the State of Florida. It is a combination of our installation company
and a subscription based rapid response entity for computer/surveillance
equipment repairs.
HD View Technologies Inc., ("HDVT"), was incorporated on May 26, 2016, under the
laws of the State of Florida. It will be a credit card/debit card merchant
processor.
SimpleFone Inc., ("SFI"), was incorporated on June 17, 2016, under the laws of
the State of Florida. It leases a telephone switch and sell/lease telephone
equipment and telephone service.
(2) BASIS OF PRESENTATION AND USE OF ESTIMATES
a) Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with Generally Accepted Accounting Principles ("GAAP") in the
United States of America ("U.S.") as promulgated by the Financial
Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") and with the rules and regulations of the U.S. Securities and
Exchange Commission ("SEC").
b) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and 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. Actual results could differ from
these estimates.
c) Property and Equipment
All property and equipment are recorded at cost and depreciated over their
estimated useful lives, generally three, five or seven years, using the
straight-line method. Upon sale or retirement, the cost and related
accumulated depreciation are eliminated from their respective accounts,
and the resulting gain or loss is included in the results of operations.
Repairs and maintenance charges, which do not increase the useful lives of
the assets, are charged to operations as incurred.
d) Net Income (Loss) Per Share
Basic loss per share excludes dilution and is computed by dividing the
loss attributable to stockholders by the weighted-average number of shares
outstanding for the period. Diluted loss per share reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the Company.
Diluted loss per share is computed by dividing the loss available to
stockholders by the weighted average number of shares outstanding for the
period and dilutive potential shares outstanding unless consideration of
such dilutive potential shares would result in anti-dilution. There were
no common stock equivalents for the years ended December 31, 2016 or 2015.
The 9,000,000 founders shares were not physically issued until September
1, 2015, however for purposes of the net income (loss) per share
calculation they were deemed issued on January 1, 2015.
F-7
HD VIEW 360, INC.
Notes to Consolidated Financial Statements
(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued
e) Income Taxes
The Company follows the provisions of ASC 740-10, Accounting for Uncertain
Income Tax Positions. When tax returns are filed, it is highly certain
that some positions taken would be sustained upon examination by the
taxing authorities, while others are subject to uncertainty about the
merits of the position taken or the amount of the position that would be
ultimately sustained. In accordance with the guidance of ASC 740-10, the
benefit of a tax position is recognized in the financial statements in the
period during which, based on all available evidence, management believes
it is more likely than not that the position will be sustained upon
examination, including the resolution of appeals or litigation processes,
if any. Tax positions taken are not offset or aggregated with other
positions. Tax positions that meet the more-likely-than-not recognition
threshold are measured as the largest amount of tax benefit that is more
than 50 percent likely of being realized upon settlement with the
applicable taxing authority. The portion of the benefits associated with
tax positions taken that exceeds the amount measured as described above
should be reflected as a liability for unrecognized tax benefits in the
accompanying consolidated balance sheets along with any associated
interest and penalties that would be payable to the taxing authorities
upon examination.
As of December 31, 2016, the tax years 2016, 2015 and 2014 for the Company
remains open for IRS audit. The Company has received no notice of audit or
any notifications from the IRS for any of the open tax years.
f) Cash and Cash Equivalents
The Company considers all highly liquid securities with original
maturities of three months or less when acquired, to be cash equivalents.
We had no financial instruments that qualified as cash equivalents at
December 31, 2016 or 2015.
g) Financial Instruments and Fair Value Measurements
ASC 825 also requires disclosures of the fair value of financial
instruments. The carrying value of the Company's current financial
instruments, which include cash and cash equivalents, accounts payable and
accrued liabilities approximates their fair values because of the
short-term maturities of these instruments.
FASB ASC 820 "Fair Value Measurement" clarifies that fair value is an exit
price, representing the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants. It also requires disclosure about how fair value is
determined for assets and liabilities and establishes a hierarchy for
which these assets and liabilities must be grouped, based on significant
levels of inputs as follows:
Level 1: Quoted prices in active markets for identical assets or
liabilities.
Level 2: Quoted prices in active markets for similar assets and liabilities
and inputs that are observable for the asset or liability.
Level 3: Unobservable inputs in which there is little or no market data,
which require the reporting entity to develop its own assumptions.
The determination of where assets and liabilities fall within this
hierarchy is based upon the lowest level of input that is significant to
the fair value measurement.
F-8
HD VIEW 360, INC.
Notes to Consolidated Financial Statements
(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued
h) Impairment of Long-Lived Assets
A long-lived asset is tested for impairment whenever events or changes in
circumstances indicate that its carrying value amount may not be
recoverable. An impairment loss is recognized when the carrying amount of
the asset exceeds the sum of the undiscounted cash flows resulting from
its use and eventual disposition. The impairment loss is measured as the
amount by which the carrying amount of the long-lived assets exceeds its
fair value. There were no such impairments in 2016 or 2015.
i) Related Party Transactions
All transactions with related parties are in the normal course of
operations and are measured at the exchange amount.
j) Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with
Customers," which requires companies to identify contractual performance
obligations and determine whether revenue should be recognized at a point
in time or over time based on when control of goods and services transfer
to a customer. As a result, we do not expect significant changes in the
presentation of our financial statements. This ASU is effective for annual
reporting periods beginning after December 15, 2017, including interim
periods within that reporting period, and entities are permitted to apply
either prospectively or retrospectively; early adoption is permitted. The
Company does not expect adoption of this guidance to have a material effect
on the Company's financial position, results of operations and cash flows.
In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet
Classification of Deferred Taxes," which requires entities to present
deferred tax assets and deferred tax liabilities as noncurrent in a
classified balance sheet. As a result, each jurisdiction will now only have
one net noncurrent deferred tax asset or liability. This ASU is effective
for annual reporting periods beginning after December 15, 2016, including
interim periods within that reporting period, and entities are permitted to
apply either prospectively or retrospectively; early adoption is permitted.
The Company does not expect adoption of this guidance to have a material
effect on the Company's financial position, results of operations and cash
flows.
In January 2016, the FASB issued ASU No. 2016-01, "Financial
Instruments-Overall: Recognition and Measurement of Financial Assets and
Financial Liabilities". The new standard principally affects accounting
standards for equity investments, financial liabilities where the fair
value option has been elected, and the presentation and disclosure
requirements for financial instruments. Upon the effective date of the new
standards, all equity investments in unconsolidated entities, other than
those accounted for using the equity method of accounting, will generally
be measured at fair value through earnings. There will no longer be an
available-for-sale classification and therefore, no changes in fair value
will be reported in other comprehensive income for equity securities with
readily determinable fair values. The new guidance on the classification
and measurement will be effective for public business entities in fiscal
years beginning after December 15, 2017, including interim periods within
those fiscal years and early adoption is permitted. The Company is in the
process of evaluating the impact of the adoption of ASU 2016-01 on the
Company's financial position, results of operations and cash flows.
In February 2016, the FASB issued ASU 2016-02, "Leases" which, for
operating leases, requires a lessee to recognize a right-of-use asset and a
lease liability, initially measured at the present value of the lease
payments, in its balance sheet. The standard also requires a lessee to
recognize a single lease cost, calculated so that the cost of the lease is
allocated over the lease term, on a generally straight-line basis. The ASU
is effective for public companies for fiscal years beginning after December
15, 2018, including interim periods within those fiscal years. Early
adoption is permitted. The adoption of ASU 2016-02 is expected to result in
the recognition of right to use assets and associated obligations on its
balance sheet.
F-9
HD VIEW 360, INC.
Notes to Consolidated Financial Statements
(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued
k) Revenue Recognition
The Company recognizes revenues when persuasive evidence of an arrangement
exists, shipment has occurred, price is fixed or determinable, and
collectability is reasonably assured. Product revenues are recognized when
shipped to the customer. Revenues for installation services are recognized
upon customer acceptance of completion of installation.
l) Shipping and Handling Costs
The Company generally does not charge its customers separately for
shipping and handling. Shipping and handling costs are included in general
and administrative expenses in the accompanying statement of operations.
m) Inventories
Inventories are valued using the weighted average method. Cost is
determined by the first-in, first-out method. Management establishes a valuation
reserve for slow-moving items.
(3) STOCKHOLDERS' EQUITY
At December 31, 2016 and 2015, the Company has 90,000,000 shares of par value
$0.001 common stock authorized and 9,532,631 and 9,285,132 issued and
outstanding, respectively. At December 31, 2016 and 2015, the Company has
10,000,000 shares of par value $0.001 preferred stock authorized and zero issued
and outstanding.
During 2014, two individuals collectively contributed $55,000 towards the future
issuance of shares. In April 2014, $20,000 was returned to one of the
individuals, which reduced the total capital contribution to $35,000.
In April 2015, $15,000 was returned to the same individual, which was funded via
a contribution to capital by a new investor. On August 26, 2015, the Company
filed an amendment to its Articles of Incorporation increasing its authorized
capital to one hundred million (100,000,000) shares with ninety million
(90,000,000) shares designated as common stock, $0.001 par value and ten million
(10,000,000) shares designated as preferred stock, $0.001 par value. In
September 2015, the Company issued 7,200,000 shares of common stock to the
founder/CEO for his $20,000 capital contributed in 2014, and 1,800,000 shares of
common stock to the new investor for his $15,000 capital contributed in April
2015. In November and December 2015, the Company issued 285,132 shares of common
stock in exchange for $171,079 in cash.
In January 2016, the Company issued 47,499 shares of common stock in exchange
for $28,500 in cash. In December 2016, the Company issued 200,000 shares of
common stock in exchange for $150,000 in cash.
During December 2016 we sold 200,000 units at a price of $0.75 per unit. Each
unit consists of one (1) share of common stock and one warrant to purchase one
(1) share of common stock at an exercise price of $1.00. The warrants expire
August 31, 2019.
(4) INCOME TAXES
The Company recognizes deferred tax assets and liabilities for the tax effects
of differences between the financial statements and tax basis of assets and
liabilities. A valuation allowance is established to reduce the deferred tax
assets if it is more likely than not that a deferred tax asset will not be
realized.
The components of income tax (benefit) provision related to continuing
operations are as follows at December 31:
F-10
2016 2015
-------- --------
Current (benefit) expense $(36,010) $69,207
Deferred tax (benefit) $ (5,370) $(5,370)
-------- -------
Total (benefit) expense for
income taxes $(41,380) $63,837
======== =======
The Company's effective income tax (benefit) expense differs from the statutory
federal income tax amounts and rate of 35% as follows at December 31 as follows:
2016 2015
------------------- -------------------
Tax (benefit) provision on net $(36,343) -26.61% $ 67,904 33.97%
income before income taxes
Effect of state taxes (net of $ (5,037) -2.52% $ 6,491 3.25%
federal effects)
Decrease in valuation allowance $ 0 0.00% $(10,558) -5.28%
-------- ------- -------- -------
Net tax provision $(41,380) -20.70% $ 63,837 31.94%
========= ======= ======== =======
The Company records a valuation allowance to reduce deferred tax assets it, if,
based on the weight of the available evidence, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. In
determining the need for a valuation allowance, an assessment of all available
evidence both positive and negative was required. The Company recorded a
valuation allowance of $10,558 in 2014, which was released in 2015.
In accordance with the provisions of ASC 740: Income Taxes, the Company records
a liability for uncertain tax positions when it is probable that a loss has been
incurred and the amount can be reasonably estimated. At December 31, 2016, the
Company has no liabilities for uncertain tax positions. The Company continually
evaluates expiring statutes of limitations, audits, proposed settlements,
changes in tax law and new authoritative rulings.
(5) COMMITMENTS AND CONTINGENCIES
a) Real Property Lease
The Company leases office and warehouse space with unrelated parties.
During 2014, the Company executed a 1-year lease, with base rent of $2,200
per month, which was renewed on July 1, 2015. This lease required a monthly
base rent payments of $2,310. This lease expired July 1, 2016, and was
extended for one month. The Company relocated under a new two year lease
effective July 1, 2016. The Company received a three month abatement in
rent payments in exchange for completing certain leasehold improvements.
These improvements were completed and the Company relocated on August 1,
2016. This lease requires a base rent of $3,063 per month.
Rent expense of $33,936 and $31,110 was incurred during 2016 and 2015,
respectively.
F-11
HD VIEW 360, INC.
Notes to Consolidated Financial Statements
(5) COMMITMENTS AND CONTINGENCIES, continued
Future minimum lease payments under the office lease agreement are as
follows:
For the Years Ending December 31,
---------------------------------
2017 $36,754
2018 $27,566
2019 $ -
2020 $ -
Thereafter $ -
-------
Total minimum lease payments $64,320
Less: amount representing interest $ -
-------
Present value of net minimum lease
payments $64,320
=======
b) Vehicle Lease
The Company leased a certain vehicle under an agreement which is accounted
for on the balance sheet as a capital lease. The lease called for monthly
payments of $366, commencing July 2015.
In 2016, the vehicle was damaged in an accident and declared a total loss.
As a result the Company recognized a gain on disposal.
c) Other
The Company is subject to asserted claims and liabilities that arise in
the ordinary course of business. The Company maintains insurance policies
to mitigate potential losses from these actions. In the opinion of
management, the amount of the ultimate liability with respect to those
actions will not materially affect the Company's financial position or
results of operations.
(6) CONCENTRATIONS OF CREDIT RISK
a) Cash
The Company maintains its cash in bank deposit accounts, which may, at
times, may exceed federally insured limits. The Company had cash balances
in excess of FDIC insured limits of $10,307 and zero at December 31, 2016
and 2015, respectively.
b) Purchases and Payables
During the year ended December 31, 2016, the Company had Inventory
purchases from four (4) vendors, which comprised approximately 27.86%,
14.20%, 12.92% and 12.79% of the total such purchases. During the year
ended December 31, 2015, the Company had Inventory purchases from three
(3) vendors, which comprised approximately 42.83%, 18.57% and 18.55% of
the total such purchases. The Company had no outstanding accounts payable
to these vendors at December 31, 2016 and 2015.
(7) SUBSEQUENT EVENTS
During February 2017 we sold 7,999 shares of common stock at a price of $0.75
per share or an aggregate price of $6,000.
Each unit consists of one (1) share of common stock and one warrant to purchase
one (1) share of common stock at an exercise price of $1.00. The warrants expire
August 31, 2019.
F-12
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets.....................................F-14
Condensed Consolidated Statements of Income ..............................F-15
Condensed Consolidated Statements of Changes in Stockholders' Equity .....F-16
Condensed Consolidated Statements of Changes in Cash Flows................F-17
Notes to Condensed Consolidated Financial Statements ....................F-18
F-13
HD VIEW 360 INC
Condensed Consolidated Balance Sheets
ASSETS March 31, December
2017 31, 2016
--------- ---------
CURRENT ASSETS (Unaudited)
Cash $175,146 $258,778
Accounts receivable 5,042 6,532
Income tax receivable 52,321 42,305
Inventory, net of reserve of $16,400 as of March 31,
2017 and December 31, 2016,
respectively - -
Prepaid expenses and other current assets 10,778 12,278
---------- ---------
Total current assets 243,287 319,893
---------- ---------
PROPERTY AND EQUIPMENT
Furniture, fixtures and equipment 50,743 50,743
Leasehold improvements 11,097 11,097
---------- ---------
Total Property and Equipment 61,840 61,840
Less accumulated depreciation (20,793) (18,931)
---------- ---------
Property and equipment, net 41,047 42,909
---------- ---------
OTHER ASSETS
Intangible asset 15,000 -
---------- ---------
Total other assets 15,000 -
---------- ---------
Total Assets $299,334 $362,802
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $65,731 $47,075
Deferred rent 5,743 6,891
---------- ---------
Total current liabilities 71,474 53,966
---------- ---------
Total Liabilities 71,474 53,966
---------- ---------
Commitments and Contingencies
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, authorized
10,000,000 shares; 0 issued and
outstanding - -
Common stock, $0.001 par value, authorized 90,000,000
shares; 9,540,629 and 9,532,631
issued and outstanding shares at March 31, 2016 9,541 9,533
and December 31, 2015, respectively
Additional paid-in capital 381,038 375,046
Accumulated deficit (175,104) (87,869)
Non-controlling interest in consolidated subsidiary 12,385 12,126
---------- ---------
Total stockholders' equity 227,860 308,836
---------- ---------
Total Liabilities and Stockholders' Equity $299,334 $362,802
========== =========
The accompanying notes are an integral part of the
condensed consolidated financial statements
F-14
HD VIEW 360 INC
Condensed Consolidated Statements of Income
Three Months Ended March 31,
(Unaudited)
2017 2016
---------- ----------
SALES:
Product sales $105,211 $104,857
Installation sales 98,524 142,575
Sales discounts (23,462) -
----------- ---------
Total sales 180,273 247,432
COST OF SALES:
Cost of product 80,556 89,123
Cost of installation 60,512 97,294
----------- --------
Total cost of sales 141,068 186,417
----------- --------
Gross Profit 39,205 61,015
----------- --------
OPERATING EXPENSES:
General and administrative expenses 103,465 49,959
Depreciation expense 1,862 2,761
Professional fees 23,670 19,400
----------- --------
Total operating expenses 128,997 72,120
----------- --------
LOSS FROM OPERATIONS (89,792) (11,105)
OTHER INCOME AND (EXPENSE)
Interest expense - (253)
Interest income 42 61
Other income 608 923
----------- --------
Total other income (expense) 650 731
----------- --------
Net loss before income taxes (89,142) (10,374)
Income tax benefit (10,016) -
----------- --------
Net loss (79,126) (10,374)
Non controlling interest in net income (loss) of (259) -
consolidated subsidiary
----------- ---------
Net loss attributable to HD View 360 $ (79,385) $ (10,374)
========== =========
Loss per weighted average common share - basic and
diluted $ (0.01) $ 0.00
========== =========
Number of weighted average common shares
outstanding-basic and diluted 9,537,266 9,324,820
========== =========
The accompanying notes are an integral part
of the condensed consolidated financial statements
F-15
HD VIEW 360 INC
Condensed Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
Retained Non-
Number Number Par Par Additional Earnings/ Controlling Total
Shares Shares Amount Amount Paid-in Accumulated Interest in Stockholders'
Pfd Common Pfd Common Capital Deficit Consol. Sub. Equity
------- ------- ------ ------ ---------- ----------- ------------- --------------
Balance, December - 9,285,132 $ - $9,285 $196,794 $35,927 $ - $ 242,006
31, 2015
Shares issued for - 247,499 - 248 178,252 - - 178,500
cash
Non-controlling
interest in - - - - - - 12,126 12,126
consolidated
subsidiary
Net loss - - - - - (131,646) - (131,646)
---- --------- ------ ------ -------- --------- --------- ----------
Balance, December - 9,532,631 - 9,533 375,046 (95,719) 12,126 300,986
31, 2016
Shares issued for - 7,999 - 8 5,992 - - 6,000
cash
Non-controlling
interest in - - - - - - 259 259
consolidated
subsidiary
Net loss - - - - - (79,385) - (79,385)
---- --------- ------ ------ -------- --------- --------- ----------
Balance, March 31,
2017 - 9,540,630 $ - $9,541 $381,038 $(175,104) $12,385 $227,860
==== ========= ====== ====== ======== ========= ========= ==========
The accompanying notes are an integral part
of the condensed consolidated financial statements
<
F-16
HD VIEW 360 INC
Condensed Consolidated Statements of Changes in Cash Flows
Three Months Ended March 31,
(Unaudited)
2016 2015
--------- -----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(79,127) $(10,374)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 1,862 2,761
Amortization of deferred rent 1,149 -
Changes in operating assets and liabilities:
Decrease in accounts receivable 1,490 -
(Increase) in income taxes receivable (10,016) -
Decrease in prepaid expenses 1,500
Increase(decrease) in accounts payable and accrued 8,510 (2,403)
expenses
Decrease in income taxes payable - (50,000)
-------- --------
Net cash used in operating activities (74,890) (60,016)
--------- --------
CASH FLOW FROM INVESTING ACTIVITIES:
Increase in intangible asset (15,000) -
--------- --------
Net cash used by investing activities (15,000) -
--------- --------
CASH FLOW FROM FINANCING ACTIVITIES:
Common stock issued for cash 6,000 28,500
Payments on capital lease obligation - (846)
--------- --------
Net cash provided by financing activities 6,000 27,654
--------- --------
Net decrease in cash (83,890) (33,208)
--------- --------
CASH, beginning of period 258,778 292,010
--------- --------
CASH, end of period $174,888 $258,802
========= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash $ - $ 253
========= ========
Income taxes paid in cash $ - $ 50,000
========= ========
The accompanying notes are an integral part of the
condensed consolidated financial statements
F-17
HD VIEW 360 INC
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) NATURE OF OPERATIONS
HD View 360 Inc, ("the Company"), was formed with an effective date of January
1, 2014, under the laws of the State of StateplaceFlorida. The Company design
and installs closed-circuit television ("CCTV") systems, using Analog, Internet
Protocol and Serial Digital Interface technology. The Company also distributes
network video recorders, HD cameras and accessories.
HD View Quick Fix Inc., ("HDQF"), was incorporated on May 18, 2016, under the
laws of the State of StateplaceFlorida. It will be a combination of our
installation company and a subscription based rapid response entity for
computer/surveillance equipment repairs and is a wholly owned subsidiary.
HD View Technologies Inc., ("HDVT"), was incorporated on May 26, 2016, under the
laws of the State of StateplaceFlorida. It will be a credit card/debit card
merchant processor and is a wholly owned subsidiary.
SimpleFone Inc., ("SFI"), was incorporated on June 17, 2016, under the laws of
the State of StateplaceFlorida. It will lease a telephone switch and sell/lease
telephone equipment and telephone service and is a majority owned subsidiary.
(2) BASIS OF PRESENTATION AND USE OF ESTIMATES
a) Basis of Presentation
The accompanying condensed consolidated financial statements have been
prepared in accordance with Generally Accepted Accounting Principles
("GAAP") in the country-regionUnited States of America
("country-regionplaceU.S.") as promulgated by the Financial Accounting
Standards Board ("FASB") Accounting Standards Codification ("ASC") and
with the rules and regulations of the U.S. Securities and Exchange
Commission ("SEC").
b) Principles of Consolidation
The accompanying condensed consolidated financial statements include the
results of HD View 360 and its wholly and majority-owned subsidiaries.
They have been prepared in accordance with Generally Accepted Accounting
Principles ("GAAP") in the country-regionUnited States of America
("country-regionplaceU.S.") as promulgated by the Financial Accounting
Standards Board ("FASB") Accounting Standards Codification ("ASC") and
with the rules and regulations of the U.S. Securities and Exchange
Commission ("SEC").
c) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the country-regionplaceUnited States
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and 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.
Actual results could differ from these estimates.
d) Cash and Cash Equivalents
The Company considers all highly liquid securities with original
maturities of three months or less when acquired, to be cash equivalents.
There were no financial instruments that qualified as cash equivalents at
March 31, 2017 or December 31, 2016.
F-18
HD VIEW 360 INC
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued
e) Revenue Recognition
The Company recognizes revenues when persuasive evidence of an arrangement
exists, shipment has occurred, price is fixed or determinable, and
collectability is reasonably assured. Product revenues are recognized when
shipped to the customer. Revenues for installation services are recognized
upon customer acceptance of completion of installation.
f) Shipping and Handling Costs
The Company generally does not charge its customers separately for
shipping and handling. Shipping and handling costs are included in cost of
product in the accompanying statements of income.
g) Accounts Receivable
Accounts receivable are stated net of allowance for doubtful accounts. The
Company estimates an allowance based on experience with customers and
judgment as to the likelihood of ultimate payment.
h) Inventories
Inventories are valued using the weighted average method. Cost is
determined by the first-in, first-out method. Management establishes a
valuation reserve for slow-moving items.
i) Property and Equipment
All property and equipment are recorded at cost and depreciated over their
estimated useful lives, generally three, five or seven years, using the
straight-line method. Upon sale or retirement, the cost and related
accumulated depreciation are eliminated from their respective accounts,
and the resulting gain or loss is included in the results of operations.
Repairs and maintenance charges, which do not increase the useful lives of
the assets, are charged to operations as incurred.
j) Impairment of Long-Lived Assets
A long-lived asset is tested for impairment whenever events or changes in
circumstances indicate that its carrying value amount may not be
recoverable. An impairment loss is recognized when the carrying amount of
the asset exceeds the sum of the undiscounted cash flows resulting from
its use and eventual disposition. The impairment loss is measured as the
amount by which the carrying amount of the long-lived assets exceeds its
fair value.
k) Net Income (Loss) Per Share
Basic loss per share excludes dilution and is computed by dividing the
loss attributable to stockholders by the weighted-average number of shares
outstanding for the period. Diluted loss per share reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the Company.
Diluted loss per share is computed by dividing the loss available to
stockholders by the weighted average number of shares outstanding for the
period and dilutive potential shares outstanding unless consideration of
such dilutive potential shares would result in anti-dilution. There were
no common stock equivalents for the three months ended March 31, 2017, and
2016.
F-19
HD VIEW 360 INC
Notes to Condensed Condensed Financial Statements
(Unaudited)
(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued
l) Income Taxes
The Company follows the provisions of ASC 740-10, Accounting for Uncertain
Income Tax Positions. When tax returns are filed, it is highly certain
that some positions taken would be sustained upon examination by the
taxing authorities, while others are subject to uncertainty about the
merits of the position taken or the amount of the position that would be
ultimately sustained. In accordance with the guidance of ASC 740-10, the
benefit of a tax position is recognized in the financial statements in the
period during which, based on all available evidence, management believes
it is more likely than not that the position will be sustained upon
examination, including the resolution of appeals or litigation processes,
if any. Tax positions taken are not offset or aggregated with other
positions. Tax positions that meet the more-likely-than-not recognition
threshold are measured as the largest amount of tax benefit that is more
than 50 percent likely of being realized upon settlement with the
applicable taxing authority. The portion of the benefits associated with
tax positions taken that exceeds the amount measured as described above
should be reflected as a liability for unrecognized tax benefits in the
accompanying consolidated balance sheets along with any associated
interest and penalties that would be payable to the taxing authorities
upon examination.
As of March 31, 2017, the tax years 2016, 2015 and 2014 for the Company
remains open for IRS audit. The Company has received no notice of audit or
any notifications from the IRS for any of the open tax years.
m) Related Party Transactions
All transactions with related parties are in the normal course of
operations and are measured at the exchange amount.
n) Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with
Customers," which requires companies to identify contractual performance
obligations and determine whether revenue should be recognized at a point
in time or over time based on when control of goods and services transfer
to a customer. As a result, we do not expect significant changes in the
presentation of our financial statements. This ASU is effective for annual
reporting periods beginning after December 15, 2017, including interim
periods within that reporting period, and entities are permitted to apply
either prospectively or retrospectively; early adoption is permitted. The
Company does not expect adoption of this guidance to have a material
effect on the Company's financial position, results of operations and cash
flows.
In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet
Classification of Deferred Taxes," which requires entities to present
deferred tax assets and deferred tax liabilities as noncurrent in a
classified balance sheet. As a result, each jurisdiction will now only
have one net noncurrent deferred tax asset or liability. This ASU is
effective for annual reporting periods beginning after December 15, 2016,
including interim periods within that reporting period, and entities are
permitted to apply either prospectively or retrospectively; early adoption
is permitted. The Company does not expect adoption of this guidance to
have a material effect on the Company's financial position, results of
operations and cash flows.
F-20
HD VIEW 360 INC
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued
n) Recent Accounting Pronouncements, continued
In January 2016, the FASB issued ASU No. 2016-01, "Financial
Instruments-Overall: Recognition and Measurement of Financial Assets and
Financial Liabilities". The new standard principally affects accounting
standards for equity investments, financial liabilities where the fair
value option has been elected, and the presentation and disclosure
requirements for financial instruments. Upon the effective date of the new
standards, all equity investments in unconsolidated entities, other than
those accounted for using the equity method of accounting, will generally
be measured at fair value through earnings. There will no longer be an
available-for-sale classification and therefore, no changes in fair value
will be reported in other comprehensive income for equity securities with
readily determinable fair values. The new guidance on the classification
and measurement will be effective for public business entities in fiscal
years beginning after December 15, 2017, including interim periods within
those fiscal years and early adoption is permitted. The Company is in the
process of evaluating the impact of the adoption of ASU 2016-01 on the
Company's financial position, results of operations and cash flows.
In February 2016, the FASB issued ASU 2016-02, "Leases" which, for
operating leases, requires a lessee to recognize a right-of-use asset and
a lease liability, initially measured at the present value of the lease
payments, in its balance sheet. The standard also requires a lessee to
recognize a single lease cost, calculated so that the cost of the lease is
allocated over the lease term, on a generally straight-line basis. The ASU
is effective for public companies for fiscal years beginning after
December 15, 2018, including interim periods within those fiscal years.
Early adoption is permitted. The adoption of ASU 2016-02 is expected to
result in the recognition of right to use assets and associated
obligations on its balance sheet.
(3) STOCKHOLDERS' EQUITY
At March 31, 2017 and December 31, 2016, the Company has 90,000,000 shares of
par value $0.001 common stock authorized and 9,540,629 and 9,532,632 issued and
outstanding, respectively. At March 31, 2017 and December 31, 2016, the Company
has 10,000,000 shares of par value $0.001 preferred stock and zero issued and
outstanding.
In January 2016, the Company issued 47,499 shares of common stock in exchange
for $28,500 in cash. In December 2016, the Company issued 200,000 shares of
common stock in exchange for $150,000 in cash.
In February 2017, the Company issued 7,999 shares of common stock in exchange
for $6,000 in cash.
(4) COMMITMENTS AND CONTINGENCIES
a) Real Property Lease
The Company leases office and warehouse space with unrelated parties.
During 2014, the Company executed a 1-year lease, with base rent of $2,200
per month, which was renewed on July 1, 2015. This lease required a
monthly base rent payments of $2,310. This lease expired July 1, 2016, and
was extended for one month. The Company relocated under a new two year
lease effective July 1, 2016. The Company received a three month abatement
in rent payments in exchange for completing certain leasehold
improvements. These improvements were completed and the Company relocated
on August 1, 2016. This lease requires a base rent of $3,063 per month.
F-21
HD VIEW 360 INC
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(4) COMMITMENTS AND CONTINGENCIES, continued
a) Real Property Lease, continued
Rent expense of $9,189 and $6,600 was incurred during the quarters
ended March 31, 2017 and 2016, respectively.
Future minimum lease payments under the office lease agreement are as
follows:
For the Years Ending December 31,
---------------------------------
2017 - nine months $ 20,674
2018 $ 27,566
2019 $ -
2020 $ -
Thereafter $ -
--------
Total minimum lease payments $ 48,240
Less: amount representing interest $ -
--------
Present value of net minimum lease
payments $ 48,240
========
b) Vehicle Lease
The Company leased a certain vehicle under an agreement which is accounted
for on the balance sheet as a capital lease. The lease called for monthly
payments of $366, commencing July 2015.
In 2016, the vehicle was damaged in an accident and declared a total loss.
As a result the Company recognized a gain on disposal of $1,009 in the
fourth quarter of 2016.
c) Other
The Company is subject to asserted claims and liabilities that arise in
the ordinary course of business. The Company maintains insurance policies
to mitigate potential losses from these actions. In the opinion of
management, the amount of the ultimate liability with respect to those
actions will not materially affect the Company's financial position or
results of operations.
(5) CONCENTRATIONS OF CREDIT RISK
a) Cash
The Company maintains its cash in bank deposit accounts, which may, at
times, may exceed federally insured limits. The Company did not have cash
balances in excess of FDIC insured limits at March 31, 2016, and were in
excess of FDIC insured limits at December 31, 2016.
F-22
HD VIEW 360 INC
Notes to Consolidated Financial Statements
(Unaudited)
(5) CONCENTRATIONS OF CREDIT RISK, continued
b) Purchases and Payables
During the three months ended March 31, 2017, the Company had Inventory
purchases from three (3) vendors, which comprised approximately 33.4%,
17.4% and 13.5% of the total such purchases. During the three months ended
March 31, 2016, the Company had Inventory purchases from four (4) vendors,
which comprised approximately 27.3%, 23.7%, 20.2% and 18.1%of total such
purchases. The Company had no outstanding accounts payable to these
vendors at March 31, 2017, and December 31, 2016.
F-23
TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY .................................................
RISK FACTORS .......................................................
MARKET FOR OUR COMMON STOCK ........................................
MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION .........
BUSINESS............................................................
MANAGEMENT .........................................................
PRINCIPAL SHAREHOLDERS..............................................
INVESTMENT AGREEMENT................................................
DESCRIPTION OF SECURITIES...........................................
LEGAL PROCEEDINGS...................................................
INDEMNIFICATION.....................................................
AVAILABLE INFORMATION...............................................
FINANCIAL STATEMENTS................................................
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this prospectus, and
if given or made, such information or representations must not be relied upon as
having been authorized by HD View 360, Inc. This prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, any of the securities
offered in any jurisdiction to any person to whom it is unlawful to make an
offer by means of this prospectus.
29
PART II
Information Not Required in Prospectus
Item 13. Other Expenses of Issuance and Distribution.
The following table shows the costs and expenses payable by the Company in
connection with this registration statement.
SEC Filing Fee $ 119
Blue Sky Fees and Expenses --
Legal Fes and Expenses 30,000
Accounting Fees and Expenses 7,500
-------
TOTAL $37,619
=======
All expenses other than the SEC filing fee are estimated.
Item 14. Indemnification of Officers and Directors
Florida law provides that the Company may indemnify any and all of its officers,
directors, employees or agents or former officers, directors, employees or
agents, against expenses actually and necessarily incurred by them, in
connection with the defense of any legal proceeding or threatened legal
proceeding, except as to matters in which such persons shall be determined to
not have acted in good faith and in the Company's best interest.
Item 15. Recent Sales of Unregistered Securities.
The two (2) years prior to the date of this report, we offered and sold
securities below. None of the issuances involved underwriters, underwriting
discounts or commissions. We relied upon Sections 4(a)2 of the Securities Act,
and Rule 506 of the Securities Act of 1933, as amended for the offer and sale of
the securities. We believed these exemptions were available because:
o We are not a blank check company;
o Sales were not made by general solicitation or advertising;
o All certificates had restrictive legends; and
o Sales were made to persons with a pre-existing relationship to Dennis
Mancino, our President, Chief Executive Officer and Director.
In connection with the above transactions, although some of the investors may
have also been accredited, we provided the following to all investors:
o Access to all our books and records;
o Access to all material contracts and documents relating to our
operations; and
o The opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the investors were given access.
On April 15, 2015, we sold 900,000 shares of common stock to Miklos Gulyas at
the price of $.01 per share or an aggregate price of $7,500. On May 27, 2015, we
sold 900,000 shares to Miklos Gulyas at the price of $.01 per share or an
aggregate of $7,500.
30
On September 1, 2015, we issued 7,200,000 shares of common stock to Dennis
Mancino for $20,000 capital contributed in 2014, to us, as our founder. We
valued these shares at the price of $.001 per share or an aggregate price of
$7,200.
On November 16, 2015, we sold 16,667 shares of common stock to Lynn Weddermann
at the price of $.60 per share or an aggregate price of $10,000.
On November 19, 2015, we sold 10,000 shares of common stock to Joe Estes at the
price of $.60 per share or an aggregate price of $6,000.
On December 1, 2015, we sold 8,333 shares of common stock to Maria Christina
Quardida Diez at the price of $.60 per share or an aggregate price of $5,000.
On December 19, 2015, we sold 8,400 shares of common stock to Diego Terzano at
the price of $.60 per share or an aggregate price of $5,040.
On December 19, 2015, we sold 8,400 shares of common stock to Fabiola Terzano at
the price of $.60 per share or an aggregate price of $5,040.
On December 21, 2015, we sold 83,333 shares of common stock to Joseph Basile at
the price of $.60 per share or an aggregate price of $50,000.
On December 22, 2015, we sold 12,500 shares of common stock to Margaret Edwards
at the price of $.60 per share or an aggregate price of $7,500. On January 19,
2016, Margaret Edwards purchased an additional 4,167 shares at the price of $.60
per share or an aggregate of $2,500.
On December 22, 2015, we sold 1,666 shares of common stock to Howard Knaster at
the price of $.60 per share or an aggregate price of $1,000.
On December 24, 2015, we sold 5,833 shares of common stock to Uyen Lihn Dao at
the price of $.60 per share or an aggregate price of $3,500.
On December 24, 2015, we sold 5,833 shares of common stock to Steven Karp at the
price of $.60 per share or an aggregate price of $3,500.
On December 24, 2015, we sold 50,000 shares of common stock to Global Prestige
Development Group, Inc., a Florida corporation controlled by Andres
Gomez, at the price of $.60 per share or an aggregate price of $30,000.
On December 29, 2015, we sold 4,167 shares of common stock to Jessika Gomez at
the price of $.60 per share or an aggregate price of $2,500.
On December 30, 2015, we sold 4,167 shares of common stock to Carmine Raffa at
the price of $.60 per share or an aggregate price of $2,500.
On December 30, 2015, we sold 1,666 shares of common stock to Tracy Ray at the
price of $.60 per share or an aggregate price of $1,000.
On December 30, 2015, we sold 4,167 shares of common stock to John Fahmie at the
price of $.60 per share or an aggregate price of $2,500.
On December 30, 2015, we sold 1,666 shares of common stock to Nancy Karp at the
price of $.60 per share or an aggregate price of $1,000.
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On December 30, 2015, we sold 4,167 shares of common stock to Mario Diez at the
price of $.60 per share or an aggregate price of $2,500.
On December 31, 2015, we sold 41,667 shares of common stock to Steven Kornbluth
at the price of $.60 per share or an aggregate price of $25,000.
On January 8, 2016, we sold 8,333 shares of common stock to Josh Mattey at the
price of $.60 per share or an aggregate price of $5,000.
On January 14, 2016, we sold 16,666 shares of common stock to James T. Park at
the price of $.60 per share or an aggregate price of $9,999.60.
On January 18, 2016, we sold 16,667 shares of common stock to Safe Harbor Equity
10 LLC, at the price of $.60 per share or an aggregate price of $10,000.
On January 19, 2016, we sold 1,666 shares of common stock to Lee Jason Steinberg
at the price of $.60 per share or an aggregate price of $1,000.
On January 26, 2016, we sold 4,167 shares of common stock to Graciela Zanotti at
the price of $.60 per share or an aggregate price of $2,500.
During December 2016 we sold 200,000 units to Erin Mauer at a price of $0.75 per
unit. Each unit consists of one (1) share of common stock and one warrant to
purchase one (1) share of common stock at an exercise price of $1.00. The
warrants expire August 31, 2019.
During February 2017 we sold 1,333 units to Aisha Henderson at a price of $0.75
per unit or an aggregate price of $1,000. Each unit consists of one (1) share of
common stock and one warrant to purchase one (1) share of common stock at an
exercise price of $1.00. The warrants expire August 31, 2019.
During February 2017 we sold 6,666 units to David Phillips at a price of $0.75
per unit or an aggregate price of $5,000. Each unit consists of one (1) share of
common stock and one warrant to purchase one (1) share of common stock at an
exercise price of $1.00. The warrants expire August 31, 2019.
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are filed with this Registration Statement:
Exhibit Description
------- ------------
3.1 Articles of Incorporation (1)
3.2 Amendment to Articles (1)
3.3 Amendment to Articles (1)
3.4 Bylaws (1)
5 Opinion of Counsel
10.1 Employment Agreement with Dennis Mancino (1)
10.2 Investment Agreement with WT Consulting Group, LLC
23.1 Consent of Attorneys
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23.2 Consent of Accountants
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 filed December 31, 2015.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section l0 (a)(3) of the
Securities Act:
(ii) To reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of l933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
33
(5) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement;
and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
34
(ii) Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
35
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Miami, Florida on the 28th day of
June, 2017.
HD VIEW 360, INC.
By: /s/ Dennis Mancino
-------------------------------
Dennis Mancino
Chief Executive Officer
In accordance with the requirements of the Securities Act of l933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ Dennis Mancino
--------------------
Dennis Mancino Chief Executive Financial June 28, 2017
and Accounting Officer and
Director
3