UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2017
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
From transition period from ____________ to ____________

 

Commission File No.: 000-54956

 

BRK, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)		26-2840468
411 Eastgate Rd, Suite A, Henderson, Nevada		89011
(Address of principal executive offices)		(Zip Code)

(702) 572-8050

(Registrant’s telephone number, including area code) 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

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

 

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 12b-2 of the Exchange Act.:

 

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

 

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

 

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

 

As of September 19, 2017, the registrant had 60,295,105 shares of common stock and one share of Series A preferred outstanding.

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
Item 1:	Consolidated Financial Statements		4
	Consolidated Balance Sheets (Unaudited) as of July 31, 2017, and April 30, 2017		4
	Consolidated Statements of Operations (Unaudited) for the Three Months Ended July 31, 2017 and 2016		5
	Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended July 31, 2017 and 2016		6
	Consolidated Notes to Financial Statements (Unaudited)		7
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3:	Quantitative and Qualitative Disclosures about Market Risk		16
Item 4T:	Controls and Procedures		16
PART II – OTHER INFORMATION
			17
Item 1:	Legal Proceedings		17
Item 1A:	Risk Factors		17
Item 2:	Unregistered Sales of Securities and Use of Proceeds		17
Item 3:	Default upon Senior Securities		17
Item 4:	Mine Safety Information		17
Item 5:	Other information		17
Item 6:	Exhibits		17
	Signatures		18

 

2

 

Reference in this report to “BRK” “we,” “us,” and “our” refer to BRK, Inc.

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

 

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PART I – FINANCIAL INFORMATION

 

ITEM 1: FINANCIAL STATEMENTS

 

The financial information set forth below with respect to our statements of operations for the three months ended July 31, 2017 and 2016 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the three months ended July 31, 2017, are not necessarily indicative of results to be expected for any subsequent period. Our fiscal year end is April 30.

 

BRK, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		July 31,				April 30,
		2017				2017
ASSETS
Current assets
Cash and cash equivalents		$	8,011			$	32,860
Advance receivable			--				2,000
Total current assets			8,011				34,860
Total assets		$	8,011			$	34,860
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expense		$	90,138			$	55,626
Accrued compensation - related party			157,040				125,340
Convertible notes payable - related party			7,089				7,089
Convertible notes payable - net of unamortized discounts			260,531				292,433
Short term debt - related party			50,690				75,690
Short term debt - net of amortized discount			127,128				126,095
Derivative liabilities			275,575				2,444,137
Deferred revenue - related party			10,000				10,000
Total current liabilities			978,191				3,139,410
Stockholders’ deficit
Preferred shares, par value $0.001, 1,000,000 shares authorized; one Series A and none issued and outstanding as of July 31, 2017, and April 30, 2017			-				-
Common stock, par value $0.001, 100,000,000 shares authorized, 57,495,105 and 50,383,200 issued and outstanding as of July 31, 2017, and April 30, 2017 respectively			57,495				50,383
Additional paid-in capital			(1,222,471	)			(1,786,532	)
Retained earnings (accumulated deficit)			194,796				(1,368,401	)
Total stockholders’ deficit			(970,180	)			(3,104,550	)
Total liabilities and stockholders’ deficit		$	8,011			$	34,860

 

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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BRK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR PERIODS ENDED JULY 31,

(Unaudited)

 

		Three Months
		2017				2016
Operating expenses:
Selling, general and administrative expenses		$	292,978			$	24,258
Depreciation and amortization			--				27,150
Total operating expense			292,978				51,408
Loss from operations			(292,978	)			(51,408	)
Other income (expense)
Change in fair value of derivative liabilities			1,951,832				--
Interest expense			(95,657	)			(1,457	)
Total other income (expense)			1,856,175				(1,457	)
Net income (loss)		$	1,563,197			$	(52,865	)
Net loss per common share basic		$	0.03			$	(0.00	)
Net loss per common share diluted		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding: basic			54,692,713				47,757,113
Weighted average number of common shares outstanding: diluted			96,779,831				47,757,113

 

The accompanying notes are an integral part of the unaudited consolidated financial statements.

 

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BRK, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months Ended July 31,
		2017				2016
Cash Flows From Operating Activities:
Net income (loss)		$	1,563,197			$	(52,865	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization			--				27,150
Amortization of debt discount			65,194				--
Gain on derivative liabilities			(1,951,832	)			--
Stock based compensation			237,630				--
Legal fees related to debt conversion			750				--
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expense			31,512				(680	)
Prepaid expense			2,000				--
Increase in accrued compensation - related party			31,700				6,740
Net cash used in operating activities			(19,849	)			(19,655	)
Cash Flows From Financing Activities:
Proceeds from notes payable - related party			1,000				18,000
Repayments of notes- related parties			(26,000	)			(125	)
Proceeds from notes payable			20,000				-
Net cash (used in) provided by financing activities			(5,000	)			17,875
Net change in cash			(24,849	)			(1,780	)
Cash at beginning of period			32,860				4,612
Cash at end of period		$	8,011			$	2,832
SUPPLEMENT DISCLOSURE
Interest paid		$	---			$	-
Income taxes paid			--				-
NON-CASH TRANSACTIONS
Common stock issued for intangible assets		$	--			$	1,600,000
Common stock issued for debt conversion		$	50,813			$	-
New derivatives charged to debt discount		$	66,000			$	--
Reclass derivative to equity due to conversion of debt		$	282,730			$	--

 

The accompanying notes are an integral part of the unaudited consolidated financial statements.

 

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BRK, INC.

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – BASIS OF PRESENTATION AND ORGANIZATION

 

BRK, Inc. (“BRK” or the “Company”) was incorporated on May 22, 2008 as a Nevada corporation. The Company has developed a product for the repair of hanging venetian blinds. As part of this development the Company has completed the development and is building a machine to make the parts for blind repair that it is selling. The development and testing of the machine was completed with limited production following and the Company reduced its work in the blind repair kit market space. During the year ended April 30, 2017, the Company terminated the blind repair business and wrote off the equipment related to the line of business.

 

On December 21, 2015, the Company filed, with the Secretary of State of the State of Nevada, a Certificate of Change, effecting a ten-for-one (10:1) forward split of the Company’s issued and outstanding shares of common. The forward split took effect on the over-the-counter markets on January 12, 2016. All share and per share amounts herein have been retroactively adjusted to reflect the forward stock split.

 

On May 6, 2016, the Company acquired intangible assets from ISee Automation for 5,000,000 shares of common stock with a fair market value of $1,600,000 based on the Company’s stock price at the date of issuance. The intangible assets consist of a patent application and related know-how, technology and plans to commercialization related to covers the placement of video cameras and supporting equipment into helmets used by various athletics such as hockey. Life video can then be transmitted from the player’s helmet in real time for display on sports events broadcasts. The Company received the RefCam helmets produced by a third party and used the devises to broadcast various hockey events.

 

On or about February 27, 2017, Christopher Stramacchia, President of iSee Automation, notified the Company that it believes that iSee Automation terminated the Agreement for Services. The Company believes that there is no basis in law or equity for iSee Automation to unilaterally decide to terminate the Agreement for Services and plans to enforce its rights thereunder. Since their usage the helmets and their transmitting devices have been held without permission by ISee Automation.

 

As of April 30, 2017, ISee Automation was holding the Helmets and transmission equipment. Based on the lack of access to the Equipment the Company has elected to impair the assets related to the ISee Automation agreement resulting in an amortization charge of $105,133 and impairment of intangible assets of $1,494,867 for the intellectual property.

 

On September 28, 2016, the Company incorporated, in the state of Washington, a wholly owned subsidiary ISEE Sports Inc. Since inception, the subsidiary has not been operational or financially active.

 

On July 7, 2017, the Company incorporated a wholly owned subsidiary 10337188 Canada, Inc.

 

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Basis of Presentation

 

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year end is April 30.

 

The interim consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2017 included in its Annual Report on Form 10-K filed with the SEC.

 

The interim consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position as of July 31, 2017, the consolidated results of its operations and its consolidated cash flows for the three months ended July 31, 2017 and 2016. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

 

Principles of Consolidation

 

The consolidated financial statements of the Company include the Company and its wholly-owned subsidiary ISee Sports, Inc. All material intercompany balances and transactions have been eliminated.

 

Cash and Cash Equivalents

 

BRK considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

 

Revenue Recognition

 

The Company receives revenue though a related party for the use of the Company’s equipment on the broadcasting of hockey games from the ref cam, a camera worn on the helmet of the referees. The revenue is recognized first by a related party which holds the initial agreement with the broadcaster when the event being broadcasted is completed. The related party pays the Company upon receipt of payment from the broadcaster. The revenues are reported on a net basis with the deductions for directs costs being deducted from the revenue.

 

Property, Equipment and Intangible Assets

 

Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Intangible assets consist of a patent application purchased and is carried at cost, less accumulated amortization. Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets which is estimated at 36 months. Patent applications submitted after June 8, 1995 have duration of 20 years. Due to the potential changes in technology the Company has elected to amortize the patent application over 15 years.

 

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Impairment of long-lived assets

 

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value.

 

Basic and diluted net income per share

 

Basic and diluted net income per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted net income per share is the same due to a net loss for the three month period ended July 31, 2016. Basic shares are 54,692,713 and the diluted shares include the number of shares that may result from the conversion of debt and is measured as of July 31, 2017 at 42,087,118 shares or a total of 96,779,831 for the weighted average.

 

Income Taxes

 

BRK recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. BRK provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

 

Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2— Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

 

Level 3— Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

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The Company analyzed the conversion option for derivative accounting and beneficial conversion features consideration and noted one variable convertible note qualified as a derivative and thus tainted the fixed conversion notes requiring the notes to accounted for as derivative liabilities

 

Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of April 30, 2017 and 2016:

 

		Level 1				Level 2				Level 3				Total
As of April 30, 2017:
Assets
None
Liabilities
Derivative liability		$	-			$	-			$	2,444,137			$	2,444,137
As of July 31, 2017
Assets
None
Liabilities
Derivative liability		$	-			$	-			$	275,575			$	275,575

 

Beneficial Conversion Features

 

The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.

 

Recently Issued Accounting Pronouncements

 

In July 2017, the FASB issued ASU No. 2017-11, ”Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. The ASU was issued to address the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The ASU, among other things, eliminates the need to consider the effects of down round features when analyzing convertible debt, warrants and other financing instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments are effective for fiscal years beginning after December 15, 2018, and should be applied retrospectively. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the implementation date and the impact of this amendment on its financial statements.

 

NOTE 2 – GOING CONCERN

 

As shown in the accompanying financial statements, BRK has retained earnings of $194,796 with negative working capital of $970,180 as of July 31, 2017. Unless profitability and increases in stockholders’ equity continues, these conditions raise substantial doubt as to BRK’s ability to continue as a going concern. The July 31, 2017 financial statements do not include any adjustments that might be necessary if BRK is unable to continue as a going concern. Management plans to continue to raise funds through debt and equity financing to grow the business to profitability.

 

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NOTE 3 – CONCENTRATION OF REVENUE

 

The Company relies on one customer which is a related party, as it sources of revenue. Should the Company lose that customer, the Company may lose its only source of revenue.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

During the three months ended July 31, 2017, the Company recorded $31,700 in compensation payable to the President, Chief Technology Officer and former President. As of July 31, 2017, $157,040 was due to the President.

 

On May 6, 2016, the Company acquired a patent from ISee Automation for 5,000,000 shares of common stock with a value of $1,600,000. Upon the issuance of the shares ISee became a related party.

 

On May 18, 2016, the Company issued a note for $10,000 in cash to a related party. The note is due on demand and bears an interest rate of 8% per annum.

 

On June 24, 2016, the Company repaid $125 on a note payable issued to a related party.

 

On July 1, 2016, the Company issued a note for $3,000 in cash to a related party. The note is due on demand and bears no interest.

 

On July 22, 2016, the Company issued a note for $5,000 in cash to a related party. The note is due on October 20, 2016 and bears no interest.

 

On May 17, 2017, the Company paid one related party $26,000 reducing its note to $37,815.

 

On July 5, 2017, the Company issued a note to a related party for $1,000 in cash.

 

As of July 31, 2017, the balance of notes payable due to related parties was $50,690 and convertible notes payable of $7,089.

 

On June 16, 2017 Brian Keasberry resigned as President of the Company, continued as the Secretary and Treasurer. On June 16, 2017 Danie Serruya was elected President, CEO and a Director of the Company.

 

NOTE 5 – EQUITY

 

On May 6, 2016, the Company acquired intangible assets from ISee Automation for 5,000,000 shares of common stock with a fair market value of $1,600,000 based on the Company’s stock price at the date of issuance.

 

On May 18, 2017, the Company issued 3,000,000 shares of common stock at $0.0005 to the convertible note holder 0832322 BC, Ltd. for $1,500 of convertible debt. Per the note agreement 300,000 shares were to be issued at $0.005 per share for the $1,500 conversion, however 3,000,000 shares were issued due to the forward 10:1 split of the Company common stock on December 21, 2015 which occurred subsequent to date of the note issuance.

 

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On May 18, 2017, the Company issued 1,451,905 shares of common stock at $0.013775 to the convertible note holder JSJ for $20,000 of convertible debt.

 

On June 8, 2017, the Company issued 2,660,000 shares of common stock at $0.01102 to the convertible note holder EMA Financial for $28,563 of convertible debt plus $750 for professional fees.

 

On June 15, 2017, the Company increased its number of authorized shares to 2,001,000,000 with 1,000,000 designated as preferred shares with a par value of $0.001 and 2,000,000,000 designated as common stock with a par value of $0.001.

 

On June 15, 2017, the Company designated one share of preferred stock as Series A preferred at a par value of $0.001. The series A preferred carries a voting right equal to 110% of the total voting rights of the outstanding common stocks. In addition, the series A shareholders can elect a director. The Series A director must approve any future amendments of the Company’s articles and other activities of the Company. Brian Keasberry was granted one share of Series A preferred stock on June 15, 2017. The fair value of the series A preferred share was independently valued at $237,630 and was accounted for as stock based compensation.

 

NOTE 6 – NOTES PAYABLE

 

As of July 31, 2017, the Company had outstanding notes payable, net of discount of $127,128 to third parties and $50,690 to related parties.

 

NOTE 7 – CONVERTIBLE NOTES

 

The Company analyzed the conversion option for derivative accounting and beneficial conversion features consideration under ASC 815-15 “Derivatives and Hedging” and ASC 470-20 “Convertible Securities with Beneficial Conversion Features” and noted one variable convertible note qualified plus tainted the fixed conversion notes requiring the notes to accounted for as derivative liabilities. (See Note 8 - Fair Value Measurement)

 

On July 5, 2017, ISee Sports Inc., a wholly owned subsidiary of the Company issued a $20,000 convertible note to one individual for cash. The convertible note bears interest at 8% per annum, matures on July 4, 2019 and is convertible at the note holders option into shares of the subsidiary ISee sports, Inc at $1.00 per share or into shares of the parent BRK, Inc., at 60% of the average closing price of the common stock of BRK for 10 days immediately prior to conversion.

 

As of July 31, 2017, and April 30, 2017 the Company owes $7,089 in convertible related party notes. The notes bear interest at 0%, are due on demand and are unsecured. The notes are convertible at $0.005 into the Company’s common stock

 

As of July 31, 2017, and April 30, 2017 the Company owed net of unamortized discount of $260,531 and $292,433 respectively, in non-related party convertible promissory notes.

 

NOTE 8 – FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

 

As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

 

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The three levels of the fair value hierarchy are as follows:

 

Level 1 –	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 –	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 –	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

The Company analyzed the conversion option for derivative accounting and beneficial conversion features consideration and noted one variable convertible note qualified as a derivative and thus tainted the fixed conversion notes requiring the notes to accounted for as derivative liabilities

 

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as April 30, 2017 and 2016.

 

Recurring Fair Value Measures		Level 1				Level 2				Level 3				Total
LIABILITIES:
Derivative liabilities as of April 30, 2017		$	--			$	--			$	2,444,137			$	2,444,137
Derivative liabilities as of July 31, 2017		$	--			$	--			$	275,575			$	275,575

 

As of July 31, 2017, and April 30, 2017, the aggregate fair value of the outstanding derivative liabilities was $275,575 and $2,444,137, respectively. For the three months period ended July 31, 2017 and 2016, the net gain on the change of fair value was $1,951,832 and zero, respectively.

 

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The Company estimated the fair value of the derivative liabilities using the Black Scholes option pricing model using the following key assumptions during the three months period ended July 31, 2017:

 

Expected Dividend		0%
Expected terms		.26-1.00
Volatility		215.38% -283.89%
Risk free rate		.94% -1.09%

 

The following table represents the change in the fair value of the derivative liabilities during the three months period ended July 31, 2017,

 

Fair value of derivative liabilities as of April 30, 2017		$	2,444,137
New derivative charged to debt discount			66,000
Reclassification of derivative to equity due to conversion			(282,730	)
Change in fair value of derivatives			(1,951,832	)
Fair value of derivative liabilities as of July 31, 2017		$	275,575

 

NOTE 9 – COMMITMENTS AND CONTINGENCIES

 

On July 25, 2016, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K, disclosing, among other things, that pursuant to the terms and conditions that certain Patent Assignment and Technology Transfer Agreement (the “Patent Assignment and Technology Transfer Agreement”), dated May 6, 2016, by and between BRK, Inc., a Nevada corporation (the “Company”) and iSee Automation Inc., a federal Canada corporation (“iSee Automation”), the Company purchased U.S. Patent Application No. 15/079,847, “Helmet System” (the “Patent”) and related technology for a helmet camera system, including intellectual property covered by the Patent. The Patent covers technology designed to wirelessly transmit video images from a small, mobile camera to live broadcast (the “Helmet Camera and Broadcast Technology”).

 

Pursuant to the terms and conditions of the Patent Assignment and Technology Transfer Agreement, the Company issued 5,000,000 shares of common stock to iSee Automation.

 

The U.S. U.S. Patent and Trademark Office subsequently published an Assignment of Abstract of Title, date record July 13, 2017, for conveyance of the Patent from iSee Automation Inc. to BRK, Inc.

 

In connection with the acquisition of the Patent, the Company also entered into that certain Revenue Assignment and Benefit Transfer Agreement, dated September 16, 2016, by and between the Company and iSee Automation (the “Revenue Assignment Agreement”). Under the Revenue Assignment Agreement, iSee Automation is obligated to “deliver to the Company any and all revenues obtained by iSee Automation based on the Helmet Camera patent application previously purchased by BRK from iSee Automation under the Patent Assignment and Technology Transfer Agreement via wire transfer or via direct delivery from customers.

 

Although we have clear title to and no restrictions to use our intellectual property, disputes may arise regarding the Revenue Transfer Agreement, including but not limited to, the scope and duration of payment of royalties’ other interpretation-related issues.

 

On May 17, 2016, the Company entered into that certain Agreement for Services, dated May 17, 2016, by and among the Company, iSee Automation Inc. (Ontario), and Christopher Stramacchia. Pursuant to the terms and conditions of the Agreement for Services, “[any patents derived from the research done jointly and severally by all the above named parties shall be the property of BRK, Inc.,” in consideration for the Company paying $10,000 to iSee Automation (Michigan), which $10,000 the Company paid to iSee Automation (Michigan) on or about May 17, 2016.

 

On or about February 27, 2017, Christopher Stramacchia, President of iSee Automation, notified the Company that it believes that iSee Automation terminated the Agreement for Services. The Company believes that there is no basis in law or equity for iSee Automation to unilaterally decide to terminate the Agreement for Services and plans to enforce its rights thereunder.

 

On or about February 28, 2017, Christopher Stramacchia, President of iSee Automation, notified the Company that it believes that iSee Automation terminated the Revenue Assignment Agreement. The Company believes that there is no basis in law or equity for iSee Automation to unilaterally decide to terminate the Revenue Assignment Agreement and plans to enforce its rights thereunder.

 

NOTE – 10 SUBSEQUENT EVENTS

 

On August 25, 2017 the Company issued 2,800,000 shares of common stock to Auctus Fund, LLC for the conversion of $8,960 debt.

 

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Executive Overview

 

BRK Inc. (“BRK” or the “Company”) was incorporated on May 22, 2008 as a Nevada corporation. The Company has developed a product for the repair of hanging venetian blinds. As part of this development the Company has completed the development and is building a machine to make the parts for blind repair that it is selling. The development and testing of the machine was completed with limited production following and the Company reduced its work in the blind repair kit market space.

 

On September 28, 2016, the Company incorporated, in the state of Washington, a wholly owned subsidiary ISEE Sports Inc. Since inception, the Subsidiary has not been operational or financially active.

 

On May 6, 2016, the Company acquired intangible assets from ISee Automation for 5,000,000 shares of common stock with a fair market value of $1,600,000 based on the Company’s stock price at the date of issuance. The intangible assets consist of a patent application and related know-how, technology and plan for commercialization related to the placement of video cameras and supporting equipment into helmets used by various athletics such as hockey. Life video can then be transmitted from the player’s helmet in real time for display on sports events broadcasts. The Company is in the process of receiving models produced by a third party and developing a marketing strategy for the devise.

 

On July 7, 2017 the Company incorporated a wholly owned subsidiary 10337188 Canada, Inc.

 

In summary, management continues to position the company in a way to best benefit from worldwide economic conditions, trends, events, and demand for new technologies.

 

Liquidity and Capital Resources

 

As of July 31, 2017, we had an accumulated retained earnings of $194,796. We recorded a net income of $1,563,197 for the three month period ended July 31, 2017. The net loss was $52,865 for the same period during 2016. The net income incurred in 2017 was primarily due to a change in fair value of the derivative liability of $1,951,831 offset by interest of $95,656 and general and administrative expense of $292,978.

 

Working capital was negative $970,180 as of July 31, 2017, compared to negative $3,104,550 as of April 30, 2017. Cash used in operations totaled $19,849 during the three month period ended July 31, 2017 compared to $19,655 during the same period in 2016. The increase in the net loss in 2017 over 2016 was minimal.

 

Funds used in financing activities was $5,000 in 2017 compared with funds provided from financing activity of $17,875 in 2016. The Company received $20,000 from third parties and $1,000 from related parties in loans and repaid notes to related parties totaling $26,000.

 

Management expects to continue to issue debt to finance the Company. The purchasers and manner of issuance will be determined per our financial needs and the available exemptions. We also note that if we issue more shares of our common stock our shareholders may experience dilution in the value per share of their common stock.

 

We intend to rely on debt and equity financing, capital contributions from management and sales of our common stock to pay for costs, services, operating leases, litigation expense and future development of our business opportunities. Accordingly, our focus for the next twelve months will be to obtain additional funding through debt or equity financing. Our success in obtaining funding will depend upon our ability to sell our common stock or borrow on terms that are financially advantageous to us. If we are unable to obtain financing, then expansion of our operations will be delayed.

 

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Results of Operations

 

The Company did not record revenue during the three month periods ended July 31, 2017 and for the same period in 2016. General and administrative expenses for the three month period ended July 31, 2017 totaled $292,978 compared to $12,720 and $24,258 for the same periods in 2016. The increase for three month period in 2017 over 2016 was due to additional expense including stock based compensation related to the issuance of a series A preferred share with a value of $237,630.

 

Depreciation and amortization was zero for the three month periods ended July 31, 2017 compared to $27,150 for the same periods ended July 31, 2016. The depreciation was related to fixed assets consisted of depreciation of the assets used in live streaming the hockey games plus amortization for a patent purchased. In 2016. The assets were impaired during the year ended April 30, 2017 causing no depreciation during the three months ended July 31, 2017.

 

The Company incurred net income of $1,563,197 in the three-month period ended July 31, 2017 compared to a net loss of $52,865 in the same periods in 2016. The variance was due primarily to a gain in fair value of $1,951,831 during the three months ended July 31, 2017 compared to none in the same period in 2016.

 

Off-Balance Sheet Arrangements

 

None

 

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4: CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the “Exchange Act”), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO/CFO does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting

 

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1: LEGAL PROCEEDINGS.

 

None

 

ITEM 1A: RISK FACTORS.

 

There have been no material changes to BRK, Inc.’s risk factors as previously disclosed in our most recent 10-K filing for the year ending April 30, 2016.

 

ITEM 2: SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

On May 18, 2017, the Company issued 3,000,000 shares of common stock at $0.0005 to the convertible note holder 0832322 BC, Ltd. for $1,500 of convertible debt. Per the note agreement 300,000 shares were to be issued at $0.005 per share for the $1,500 conversion, however 3,000,000 shares were issued due to the forward 10:1 split of the Company common stock on December 21, 2015 which occurred subsequent to date of the note issuance.

 

On May 18, 2017, the Company issued 1,451,905 shares of common stock at $0.013775 to the convertible note holder JSJ for $20,000 of convertible debt.

 

On June 8, 2017, the Company issued 2,660,000 shares of common stock at $0.01102 to the convertible note holder EMA Financial for $29,313 of Convertible debt.

 

On June 15, 2017, the Company filed to increased its number of authorized shares to 2,001,000,000 with 1,000,000 designated as preferred shares with a par value of $0.001 and 2,000,000,000 designated as common stock with a par value of $0.001.

 

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.

 

None

 

ITEM 4: MINE SAFETY INFORMATION.

 

None

 

ITEM 5: OTHER INFORMATION.

 

None

 

ITEM 6: EXHIBITS

 

No.		Description
31		Chief Executive Officer Certification
32		Section 1350 Certification
101		Interactive data files pursuant to Rule 405 of Regulation S-T

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	BRK, INC.
Date: September 19, 2017	By:	/s/ Daniel Serruya
		Daniel Serruya
		President Chief Executive Officer
		Principal Financial and Accounting Officer

 

 

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