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EX-99.4 - EXHIBIT 99.4 UNAUDITED PROFORMA - DATASIGHT CORPf8ka103118_ex99z4.htm
EX-99.3 - EXHIBIT 99.3 UNAUDITED FINANCIALS AS OF SEPTEMBER 30, 2018 - DATASIGHT CORPf8ka103118_ex99z3.htm
EX-99.2 - EXHIBIT 99.2 DATASIGHT AUDITED FINACIALS FOR DECEMBER 31, 2017 AND 2016 - DATASIGHT CORPf8ka103118_ex99z2.htm
EX-21 - EXHIBIT 21 LIST OF SUBSIDIARIES - DATASIGHT CORPf8ka103118_ex21.htm
8-K/A - FORM 8-K/A AMENDED CURRENT REPORT - DATASIGHT CORPf8ka103118_8kz.htm

 

Exhibit 99.1

 

 

DATASIGHT, INC.

 

Financial Statements

From Inception (January 22, 2018) to

September 30, 2018

 

 

 

 

INDEX TO FINANCIAL STATEMENTS

 

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

2

 

 

Balance Sheet as of September 30, 2018

3

 

 

Statement of Operations from inception (January 22, 2018) to September 30, 2018

4

 

 

Statement of Changes in Shareholders’ Equity from inception (January 22, 2018) to September 30, 2018

5

 

 

Statement of Cash Flow from inception (January 22, 2018) to September 30, 2018

6

 

 

Notes to the Financial Statements

7

 

 

 

 

 

 

 

 

 

 

 


1


 

 

INDEPENDENT AUDITOR’S REPORT

 

 

To the Board of Directors and Stockholders

DataSight, Inc.

 

Report on the Financial Statements

 

We have audited the accompanying balance sheets of DataSight, Inc. (the “Company”) as of September 30, 2018, and the related statements of operations, statements of changes in stockholders’ deficit, and cash flows for the period from inception January 22, 2018 through to September 30, 2018, and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

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

 

Auditor’s Responsibility

 

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

 

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

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of DataSight, Inc. as of September 30, 2018, and the related statements of operations, statements of changes in shareholders’ deficit and cash flows for the period from inception January 22, 2018 through to September 30, 2018 and the related notes to the financial statements.

 

 

/s/ Anton & Chia, LLP

 

 

Newport Beach, California

November 2, 2018


2


 

DATASIGHT, INC.

BALANCE SHEET

 

 

 

September 30, 2018

Assets

 

 

 

Current assets

 

 

 

Cash

 

$

78,065

Accounts receivable

 

 

103,435

Total current assets

 

 

181,500

Fixed Assets

 

 

 

Vehicles

 

 

72,300

Sensor and video equipment

 

 

97,000

Computer equipment

 

 

4,974

 

 

 

174,274

Less accumulated depreciation

 

 

(19,863

Net fixed assets

 

 

154,411

Other Assets

 

 

 

Deposits

 

 

5,152

Total Assets

 

 

5,152

 

 

$

341,063

Liabilities and Stockholders’ Equity

 

 

 

Current liabilities

 

 

 

Accounts payable

 

$

117,476

Accrued expenses

 

 

37,947

Due to related party

 

 

37,000

Fixed asset financing - current

 

 

10,033

Convertible notes

 

 

103,616

Total current liabilities

 

 

306,072

 

Long-term liabilities

 

 

 

Fixed asset financing – long term

 

 

48,646

Total long-term liabilities

 

 

48,646

Total Liabilities

 

 

354,718

 

 

 

 

Stockholders’ Deficit:

 

 

 

Common Stock, $0.01 par value: 10,000,000 shares authorized, 7,317,767 issued and

  outstanding as of September 30, 2018

 

 

73,178

Additional paid in capital

 

 

721,270

Accumulated Deficit

 

 

(808,103)

Total stockholders’ deficit

 

 

(13,655)

Total Liabilities and Stockholders’ Deficit

 

$

341,063

 

See notes to financial statements


3


 

 

DATASIGHT, INC.

STATEMENT OF OPERATIONS

 

 

 

 

For the period from
January 22, 2018 to
September 30, 2018

Revenue

 

$

247,129

 

 

 

 

Operating Expenses

 

 

 

Employee expenses

 

 

617,977

Project costs

 

 

176,056

Selling, general and administrative

 

 

236,002

Depreciation

 

 

19,863

Total operating expenses

 

 

1,049,898

Loss from operations

 

 

(802,769)

 

Other expense

 

 

 

Interest expense

 

 

(5,334)

Total other expense

 

 

(5,334)

 

Net loss

 

$

(808,103)

 

 

 

 

 

 

See notes to financial statements

 


4


 

 

DATASIGHT, INC.

STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM JANUARY 22, 2018 TO SEPTEMBER 30, 2018

 

 

 

 

Additional

 

Total

 

Common Stock

 

Paid in

Accumulated

Stockholders’

 

Shares

 

 

Amount

 

Capital

Deficit

Deficit

Balance January 22, 2018

 

-

 

 

$

-

$

-

$

-

$

-

Common Stock Issued

 

7,317,767

 

 

 

73,178

 

671,822

 

-

 

745,000

Stock Option Expense

 

-

 

 

 

-

 

49,448

 

-

 

49,448

Net loss for the period from January 22, 2018 to September 30, 2018

 

-

 

 

 

-

 

-

 

(808,103)

 

(808,103)

Balance September 30, 2018

 

7,317,767

 

 

$

73,178

$

721,270

$

(808,103)

$

(13,655)

 

See accompanying notes to financial statements


5


 

 

DATASIGHT, INC.

STATEMENT OF CASHFLOWS

FOR THE PERIOD FROM JANUARY 22, 2018 TO SEPTEMBER 30, 2018

 

 

 

For the period from

January 22, 2018 to

September 30, 2018

Cash flows from operating activities:

 

 

Net loss

$

(808,103)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

Depreciation and amortization

 

19,863

Stock option expense

 

49,448

Changes in assets and liabilities:

 

 

(Increase) in receivables

 

(103,435)

(Increase) in deposits

 

(5,512)

Increase in accounts payable

 

117,476

Increase in due to related party

 

37,000

Increase in accrued expenses

 

41,563

Net cash used in operating activities

 

(651,700)

 

Cash flows from investing activities:

 

 

Acquisition of fixed assets

 

(111,495)

Net cash used in investing activities

 

(111,495)

 

Cash flows from financing activities:

 

 

Issuance of secured convertible notes

 

100,000

Sale of common stock

 

745,000

Principal payments on vehicle financing

 

(3,740)

Net cash provided by financing activities

 

841,260

 

 

 

Net increase in cash

 

78,065

Cash - beginning of period

 

-

 

 

 

Cash - end of period

$

78,065

 

 

 

Supplemental cash flow disclosures:

 

 

Interest on vehicle financing

$

1,598

Non-cash vehicle financing

$

62,300

Tax payments

$

-

 

 

 

 

See notes to financial statements

 

 

 


6


 

 

DATASIGHT, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 22, 2018 TO SEPTEMBER 30, 2018

 

NOTE 1 - NATURE OF OPERATIONS

 

DataSight Corporation (the “Company” or “DataSight”) was incorporated on January 22, 2018 in the State of Nevada. The Company implements cutting edge data solutions using customized unmanned aircraft system/unmanned surface vessel (UAS/USV) crafts equipped with specialized sensors, providing data deliverables ranging from routine inspection of powerlines to a complicated rockfall risk evaluation in a steep mountain canyon. DataSight’s technical leadership comes from a long history of professional consulting expertise in survey, geology, engineering, hydrology and data analysis, and the Company has strong industry partners, including expert flight aviation and unmanned surface vessel partners. Communicating data directly through DataSight’s specialized sensors and advanced drones means time-to-collect and analyze data goes from an average of five days to just hours.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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 reported amounts of assets and liabilities, 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. Use of estimates includes the following: (1) accounts receivable allowance for doubtful accounts, (2) estimated useful lives of property and equipment, and (3) loss and other contingencies.

 

Cash and cash equivalents

 

For purposes of reporting cash flows, the Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2018, the Company had no cash equivalents.

 

Revenue and cost recognition

 

The Company’s current revenue streams are primarily service based. Revenues are recognized when the four principles of revenue recognition are met: 1) Pervasive evidence of an arrangement, 2) delivery or services performed, 3) fixed or determinable fees, 4) collectability assured. Given the short duration of most company projects it does not use estimate of completion for revenue recognition but uses contract completion in accordance with contractual terms to determine recognition of revenue.

 

Project costs, reported in the Statement of Operations include all external labor, material and equipment rental costs related to contract performance. These costs, payroll and payroll related, as well as all other operating expenses are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

 

Revenue and Accounts Receivable Concentrations

 

Concentration of Revenues

 

During the period from inception through September 30, 2018, the Company generated revenue of approximately $247,000 of which 14% and 13% were from two of the Company’s customers.

 

Concentration of Accounts Receivable

 

As of September 30, 2018, the Company had accounts receivable of approximately $103,000 of which 31%, 17%, 12% and 10% were from four of the Company’s customers.


7


 

 

Allowance for doubtful accounts

 

Accounts receivable is stated at cost, net of any allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to meet their obligations. Based on management’s evaluation of each customer, the Company considers all remaining accounts receivable to be fully collectible and, therefore, did not provide for an allowance for doubtful accounts.

 

Property and equipment

 

Property and equipment are carried at cost. Expenditures that materially increase values or extend useful lives are capitalized while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are charged against income as incurred. The net gain or loss on items retired or otherwise disposed of is credited or charged to operations and the cost and accumulated depreciation are removed from the accounts.

 

Depreciation

 

A provision for depreciation of fixed assets is made on a basis considered adequate to amortize the related costs (net of salvage value) over their estimated useful lives using the straight-line method. Estimated useful lives are principally as follows: vehicles, 5 years; sensor, video and office equipment, 3-5 years; and computer equipment 3 years.

 

Income taxes

 

The Company accounts for income taxes under the asset and liability approach for the financial accounting and reporting of income taxes. Deferred taxes are recorded based upon the tax impact of items affecting financial reporting and tax filings in different periods. A valuation allowance is provided against net deferred tax assets when the Company determines realization is not currently judged to be more likely than not.

 

The Company follows a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition purposes by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Accordingly, the Company reports a liability for unrecognized tax benefits resulting from the uncertain tax positions taken or expected to be taken on a tax return and recognizes interest and penalties, if any, related to uncertain tax positions as interest expense. The Company does not have any uncertain tax positions at September 30, 2018.

 

Legal Expenses

 

All legal costs for litigation matters are charged to expense as incurred.

 

Fair Value

 

FASB ASC 820, Fair Value Measurements and Disclosure s (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as 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. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

 

Level 1 Quoted market prices for identical assets or liabilities in active markets or observable inputs;

 

Level 2 Significant other observable inputs that can be corroborated by observable market data; and

 

Level 3 Significant unobservable inputs that cannot be corroborated by observable market data.

 

The carrying amounts of cash, accounts receivable, accounts payable, accrued expense payable and other liabilities approximate fair value because of the short-term nature of these items.


8


 

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance which provides a single, comprehensive accounting model for revenue arising from contracts with customers. This guidance supersedes most of the existing revenue recognition guidance, including industry-specific guidance. Under this model, revenue is recognized at an amount that a company expects to be entitled to upon transferring control of goods or services to a customer, as opposed to when risks and rewards transfer to a customer. The new guidance also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flow arising from customer contracts, including significant judgments and changes in judgments. Considering the one-year delay in the required adoption date for the guidance as issued in July 2015, the new guidance is effective for us beginning in 2018 and may be applied retrospectively to all prior periods presented or through a cumulative adjustment to the opening retained earnings balance in the year of adoption. We will adopt this standard beginning January 1, 2018 and expect to use the modified retrospective method of adoption. Under the new guidance, based on the nature of our customer arrangements, we expect to continue to recognize revenue in a similar manner as with the current guidance. Additionally, we expect our performance obligations will likely be consistent with current revenue guidance. Accordingly, the adoption of this standard is not expected to significantly impact on our revenues.

 

In February 2016, the FASB issued a new accounting standard on leasing. The new standard will require companies to record most leased assets and liabilities on the balance sheet, and also proposes a dual model for recognizing expense. This guidance will be effective in the first quarter of 2019 with early adoption permitted. We have evaluated the impact of adopting this guidance and we are preparing for the changes to be made to our consolidated financial statements. We expect the adoption of these accounting changes will materially increase our assets and liabilities but will not have a material impact on our net income or equity.

 

In March 2016, the FASB issued new accounting standard which simplified certain aspects of the accounting for stock-based payment transactions, including income taxes, classification of awards and classification in the statement of cash flows. This guidance was effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures.

 

In January 2017, the FASB issued a new accounting standard which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. This guidance will be effective for the Company for the year ending December 31, 2019 and interim reporting periods within that year. Early adoption is permitted for transactions that have not been reported in financial statements that have been issued or made available for issuance. We are currently evaluating the effect of the adoption of this guidance on our consolidated financial statements.

 

In May 2017, the FASB issued a new accounting standard which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This guidance will be effective for the year ending December 31, 2019 and interim reporting periods within that year. Early adoption is permitted. We expect the adoption of this guidance will not have a material effect on our consolidated financial statements.

 

Concentrations of credit risk

 

Financial instruments which subject the Company to concentrations of credit risk include cash and accounts receivable. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation (FDIC) insured limits. Periodically, the Company evaluates the credit worthiness of the financial institution and, has not experienced any losses in such accounts. The Company extends credit based on an evaluation of the customer’s financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required.

 

NOTE 3 – EQUITY

 

Common Stock

 

At September 30, 2018 the Company had 10,000,000 shares of common stock, $0.01 par value, authorized, and 7,317,767 common stock issued and outstanding.


9


 

 

Stock Options

 

At September 30, 2018 the Company had 710,000 common stock options outstanding. These incentive stock options were granted in January 2018, with a strike price of $0.50 per share, with a ten year life and a two year vesting. The Company calculated the value of these options using the Black-Scholes formula using a 40% assumed volatility and a 4.0% risk free interest rate. The total expense of the options, $145,988 is being recorded over the two year service period. During the period ended September 30, 2018 the Company recorded stock option compensation of $49,448, included in Employee Expenses in the Statement of Operations.

 

NOTE 4 – CONVERTIBLE NOTES

 

On May 21, 2018, the Company issued four separate convertible promissory notes in the aggregate principal amount of $100,000 (each of the four notes had a principal amount of $25,000), with the Company receiving $100,000 of proceeds. The notes bear an interest rate of 10% and are due and payable on November 21, 2018. The notes may be converted by the lender at any time into shares of the Company’s common stock (as determined in the note) at a price of $0.60 per share. These notes have been personally guaranteed by two of the officers of the company and a third party advisor.

 

NOTE 5 – FIXED ASSET FINANCING

 

During 2018 the Company financed two trucks for use in its business. The first, financed in April 2018, was a $31,834 financing, over five years and an 7.1% effective interest rate. The second, financed in July 2018, was a $30,466 financing, over six years and an 6.7% effective interest rate.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

One of the founders and officers of the Company has advanced the Company $37,000 to fund operating expenditures. These advances are expected to be repaid, without interest at the discretion of the Board of Directors, at a time when Company cash flows allow.

 

NOTE 8 - CONTINGENCIES

 

From time to time the Company may be involved in certain litigation in the ordinary course of business. At September 30, 2018, the Company was not involved in any litigation, and as such, management does not anticipate any claims to have a significant adverse impact on the Company’s financial position.

 

NOTE 9 - SUBSEQUENT EVENTS

 

On October 8, 2018, DataSight Corporation, formerly LED Lighting Company (“LEDCO”), completed an Amended and Restated Exchange Agreement (the “Exchange Agreement”) with the Company, and the shareholders of the Company. Under the terms of the Exchange Agreement, the LEDCO acquired DataSight through the acquisition of the outstanding stock of DataSight. In exchange, the LEDCO agreed to issue to the DataSight Shareholders 7,317,767 shares of the LEDCO’s Series A Convertible Preferred Stock (the “Company Preferred Stock”) and to issue new options to the DataSight Shareholders which hold options. The LEDCO Preferred Stock has 26 to 1 voting rights over the LEDCO common stock and will automatically convert into shares of LEDCO common stock upon LEDCO’s completion of a reverse stock split.

 

Management has evaluated the subsequent events through November 1, 2018 the date at which the financial statements were available for issuance.


10