The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. See "Note Regarding Forward-Looking Statements." Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report. The following discussion and analysis of the Company's financial condition and results of operations is based on the preparation of our financial statements in accordance withU.S. generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto. COVID-19 Considerations The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company's business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that the COVID-19 pandemic could cause a local, national and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the economy as a whole, but it is presently unknown whether and to what extent further fiscal actions will continue. The magnitude and overall effectiveness of these actions remain uncertain. The Company believes that its Mobile Banking revenues have been negatively affected due to the reduction in customer spending, which negatively impacts the amount of fees earned by the Company from its customers. The Company is also currently experiencing a decline in revenues earned under the management services agreement withThe Matthews Group , asThe Matthews Group's customer orders have been negatively impacted by the effects of COVID-19. The severity of the impact of the COVID-19 pandemic on the Company's business will continue to depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company's customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of the Company's financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company's financial condition, liquidity or results of operations is uncertain. Inflation Global inflation increased during 2021 and in 2022. The Russia Ukraine conflict and other geopolitical conflicts, as well as related international response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply chain disruptions, which have resulted and may continue to result in shortages in food products, materials and services. Such shortages have resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any future trends in the rate of inflation or other negative economic factors or associated increases in our operating costs and how that may impact our business. To the extent we are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs on our and their business, our revenues and operating results could decrease, and our financial condition and results of operations could be adversely affected. 16
Results of Operations - Three months ended
Revenues
Details of revenues are as follows:
Three Months Ended September 30, Increase (Decrease) 2022 2021 $ % Mobile banking technology$ 20,000 $ 24,000 $ (4,000 ) (16.7 ) Other revenue, management fee - related party 81,000 92,000 (11,000 ) (12.0 ) Total Revenues$ 101,000 $ 116,000 $ (15,000 ) (12.9 )
• Mobile banking technology
Mobile Banking Technology revenues include products such as the Company's Blinx On-Off™ prepaid toggle Card and its Open Loop/Close Loop System and Bio ID Card Platform. Mobile Banking Technology uses web-based mobile technology to offer financial cardholders the very best technology in conducting secure financial transactions in real time, protecting personal identity, and financial account security. Mobile Banking Technology revenues for the three months endedSeptember 30, 2022 , and 2021 were$20,000 and$24,000 , respectively. The decrease in Mobile Banking Technology revenues was due to both the conclusion of certain long term contracts during the prior year and the Company not having a bank to sponsor its mobile banking solutions since fiscal year 2016.
• Other revenue, management fee - related party
OnDecember 31, 2015 , the Company sold all of its assets of its Barcode Technology, which was comprised solely of its intellectual property, toThe Matthews Group , a related party. The Company subsequently entered into a management services agreement withThe Matthews Group to manage all facets of the barcode technology operations throughJune 30, 2022 . The Company earns a fee of 35% of all revenues billed up toSeptember 30, 2022 , and recognizes management fee revenue as services are performed. For the three months endedSeptember 30, 2022 and 2021, revenue earned from the management services agreement was$81,000 and$92,000 , respectively.
Cost of Revenue
Cost of revenue for the three months ended
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months endedSeptember 30, 2022 and 2021 totaled$242,000 and$190,000 , respectively. The increase in general and administrative expenses was primarily due to increased legal and professional fees as compared to the same period of the prior year.
Other Expense
Interest expense for the three months endedSeptember 30, 2022 and 2021, was$120,000 and$108,000 , respectively. The increase was due to the increase in our notes payable balance. Net Loss
We had a net loss of
Liquidity and Capital Resources
Our cash balance onSeptember 30, 2022 increased to$152,000 as compared to$66,000 onJune 30, 2022 . The increase was the result of the$184,000 cash provided by financing activities offset by$98,000 cash used in operating activities. Net cash used in operations during the three months endedSeptember 30, 2022 , was$98,000 , compared with$142,000 of net cash used in operations during the same period of the prior year. Cash used in operations during the three months endedSeptember 30, 2022 , was primarily from our net loss of$311,000 , and general net increases to our working capital accounts of$93,000 , offset by interest accrued on notes payable of$120,000 . 17 The accompanying Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the three months endedSeptember 30, 2022 , the Company incurred a loss of$311,000 and used cash in operating activities of$98,000 , and atSeptember 30, 2022 , the Company had a stockholders' deficiency of$7,747,000 . In addition, as ofSeptember 30, 2022 , the Company is in default on$746,000 of its notes payable. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company's independent registered public accounting firm, in its report on ourJune 30, 2022 financial statements, has raised substantial doubt about the Company's ability to continue as a going concern. The Company's financial statements do not include any adjustments that might result from the outcome of this uncertainty be necessary should we be unable to continue as a going concern. The Company believes its cash and forecasted cash flow from operations will not be sufficient to continue operations through fiscal 2023 without continued external investment. The Company believes it will require additional funds to continue its operations through fiscal 2023 and to continue to develop its existing projects and plans to raise such funds by finding additional investors to purchase the Company's securities, generating sufficient sales revenue, implementing dramatic cost reductions or any combination thereof. There is no assurance that the Company can be successful in raising such funds, generating the necessary sales or reducing major costs. Further, if the Company is successful in raising such funds from sales of equity securities, the terms of these sales may cause significant dilution to existing holders of common stock. The Company has traditionally been dependent onThe Matthews Group, LLC , a related party, for its financial support.The Matthews Group is owned 50% byVan Tran , the Company's CEO/Executive Chair and a director, and 50% byLawrence J. Johanns , a significant Company stockholder.
Convertible notes and notes payable
Convertible and notes payable includes principal and accrued interest and
consist of the following at
September 30 ,
2022
2022
(a) Unsecured convertible notes ($20,000 and$20,000 in default)$ 65,000 $ 64,000 (b) Notes payable (in default) 462,000
458,000
(c) Notes payable (in default) 28,000
28,000 Total notes-third parties$ 555,000 $ 550,000 (a) The notes are unsecured, convertible into common stock at amounts ranging from$0.08 to$0.30 per share, bear interest at rates ranging from 5% to 8% per annum, were due through 2011 and are in default or due on demand. AtJune 30, 2022 , convertible notes totaled$64,000 . During the three months endedSeptember 30, 2022 , interest of$1,000 was added to the principal resulting in a balance owed of$65,000 atSeptember 30, 2022 . OnSeptember 30, 2022 ,$20,000 of the convertible notes were in default and convertible at a conversion price of$0.30 per share into 67,286 shares of the Company's common stock. The balance of$45,000 is due on demand and convertible at a conversion price of$0.08 per share into 553,484 shares of the Company's common stock.
(b) The notes are either secured by the Company's intellectual property or unsecured and bear interest ranging from 6.5% to 10% per annum, were due in 2012, and are in default.
AtJune 30, 2022 , the notes totaled$458,000 . During the three months endedSeptember 30, 2022 , interest of$4,000 was added to principal resulting in a balance owed of$462,000 atSeptember 30, 2022 . AtSeptember 30, 2022 ,$416,000 of notes are secured by the Company's intellectual property and$46,000 of
notes are unsecured. 18
(c) The notes are unsecured and bear interest of 4% per annum and were due on
At
Convertible notes and notes payable-related parties
Convertible and notes payable-related parties include principal and accrued interest and consist of the following atSeptember 30, 2022 andJune 30, 2022 :September 30 ,June 30, 2022 2022
(a) Convertible notes-The Matthews Group$ 1,883,000 $ 1,855,000 (b) Notes payable-The Matthews Group 4,445,000
4,177,000
(c) Convertible notes-other related parties ($235,000 and$233,000 in default) 324,000
321,000 Total notes-related parties$ 6,652,000 $ 6,353,000
(a) The notes are unsecured, convertible into common stock at
The Matthews Group is a related party (see Note 6) and is owned 50% byMs. Van Tran , the Company's CEO, and 50% byLarry Johanns , a significant shareholder of the Company. AtJune 30, 2022 , convertible notes due toThe Matthews Group totaled$1,855,000 . During the three months endedSeptember 30, 2022 ,$28,000 of interest was added to principal, resulting in a balance payable of$1,883,000 atSeptember 30, 2022 . AtSeptember 30, 2022 , the notes are convertible at a conversion price of$0.08 per share into 23,547,881 shares of the Company's common stock. (b) The notes are unsecured, accrue interest at 10% per annum, and are due on demand. The notes were issued relating to a management services agreement withThe Matthews Group (see Note 6) datedSeptember 30, 2015 . AtJune 30, 2022 , notes due toThe Matthews Group totaled$4,177,000 . During the three months endedSeptember 30, 2022 ,$184,000 of notes payable were issued and interest of$84,000 was added to principal, resulting in a balance owed of$4,445,000 atSeptember 30, 2022 .
(c) The notes are due to a current and a former director, are unsecured,
convertible into common stock at per share amounts ranging from
AtJune 30, 2022 , convertible notes due to other related parties totaled$321,000 . During the three months endedSeptember 30, 2022 , interest of$3,000 was added to principal resulting in a balance owed of$324,000 atSeptember 30, 2022 . AtSeptember 30, 2022 ,$235,000 of the notes were due in 2010 and are in default, and the balance of$89,000 is due on demand. AtSeptember 30, 2022 ,$235,000 of the notes are convertible at a conversion price of$0.30 per share into 784,581 shares of the Company's common stock, and$89,000 of the notes are convertible at a conversion price of$0.08 per share into 1,107,550 shares of the Company's common stock.
Commitments and Contractual Obligations
The Company leases its corporate office building from
19
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Management's discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted inthe United States . The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to impairment of long-lived assets, including finite lived intangible assets, accrued liabilities, fair value of warrant derivatives and certain expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. Our significant accounting policies are more fully described in Note 1 to our financial statements. The preparation of financial statements in conformity with accounting principles generally accepted inthe United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions.
Revenue Recognition
Revenues for the Company are classified into mobile banking technology and management fee revenue.
a. Mobile Banking Revenue
The Company, as a merchant payment processor and a distributor, recognizes revenue from transaction fees charged to cardholders for the use of its issued mobile debit cards. The fees are recognized on a monthly basis after all cardholder transactions have been summarized and reconciled with third party processors.
b. Other revenue, management fee - related party
OnDecember 31, 2015 , the Company sold all of its assets of its Barcode Technology comprised solely of its intellectual property toThe Matthews Group and entered into a management services agreement withThe Matthews Group to manage all facets of the barcode technology operations, on behalf ofThe Matthews Group , throughJune 30, 2023 . The Company earned a fee of 35% of all revenues billed up toSeptember 30, 2022 .
Recently Issued Accounting Standards
See Footnote 1 of consolidated financial statements for a discussion of recently issued accounting standards.
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