Loop Media (LPTV)

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Loop Media (LPTV) - 2022 Q4 - Annual Report
2022-12-20 20:57
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ☒ 1934 For the fiscal year ended September 30, 2022 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ Commission file number: 000-55591 LOOP MEDIA, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 47-3975872 (State or Other Jurisdiction of Incorporation) (I.R.S Employer ...
Loop Media (LPTV) - 2022 Q3 - Quarterly Report
2022-08-11 23:52
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55591 LOOP MEDIA, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporati ...
Loop Media (LPTV) - 2022 Q2 - Quarterly Report
2022-05-10 01:46
PART I [PART I — FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section provides unaudited financial statements, management's discussion, market risk disclosures, and controls and procedures [Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements.) This section presents Loop Media, Inc.'s unaudited condensed consolidated financial statements as of March 31, 2022, highlighting revenue growth, continued net loss, and a "going concern" warning Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2022 | September 30, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$9,727,367** | **$11,818,706** | | Cash | $637,998 | $4,162,548 | | Accounts receivable, net | $4,626,858 | $1,571,226 | | **Total Liabilities** | **$13,169,477** | **$8,823,003** | | Total current liabilities | $10,176,110 | $4,365,403 | | Convertible debt (current & non-current) | $3,553,106 | $3,392,739 | | **Total Stockholders' Equity (Deficit)** | **($3,442,110)** | **$2,995,703** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Mar 31, 2022 | Three Months Ended Mar 31, 2021 | Six Months Ended Mar 31, 2022 | Six Months Ended Mar 31, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **$4,879,839** | **$794,043** | **$7,875,873** | **$1,499,211** | | Gross Profit | $1,364,622 | $69,465 | $2,915,679 | $312,591 | | Loss from Operations | ($4,527,209) | ($7,836,819) | ($8,885,832) | ($13,020,790) | | **Net Loss** | **($4,974,830)** | **($8,247,115)** | **($9,248,825)** | **($13,923,339)** | | Basic and Diluted Net Loss per Share | ($0.04) | ($0.07) | ($0.07) | ($0.12) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Six Months Ended Mar 31, 2022 | Six Months Ended Mar 31, 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($5,598,220) | ($4,350,902) | | Net Cash Used in Investing Activities | $0 | ($745,771) | | Net Cash Provided by Financing Activities | $2,073,670 | $4,226,230 | | **Change in Cash** | **($3,524,550)** | **($870,443)** | | Cash, End of Period | $637,998 | $1,101,480 | - The company is a multichannel digital video platform that generates revenue through its marketing technology ("MarTech"), delivering short-form video content to digital out-of-home (DOOH) business locations and direct-to-consumers (D2C) via ad-supported and subscription models[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - As of March 31, 2022, the company had cash of **$637,998** and an accumulated deficit of **$76.1 million**, raising substantial doubt about its ability to continue as a going concern, dependent on generating sufficient revenue and raising additional funds[21](index=21&type=chunk)[22](index=22&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses significant revenue growth driven by increased DOOH players and revenue per player, despite continued net losses and liquidity challenges raising "going concern" doubts Q2 FY2022 vs Q2 FY2021 Performance (Three Months Ended March 31) | Metric | 2022 | 2021 | $ Variance | % Variance | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $4,879,839 | $794,043 | $4,085,796 | 515% | | Gross Profit | $1,364,622 | $69,465 | $1,295,157 | 1,864% | | Net Loss | ($4,974,830) | ($8,247,115) | $3,272,285 | (40)% | First Half FY2022 vs First Half FY2021 Performance (Six Months Ended March 31) | Metric | 2022 | 2021 | $ Variance | % Variance | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $7,875,873 | $1,499,211 | $6,376,662 | 425% | | Gross Profit | $2,915,679 | $312,591 | $2,603,088 | 833% | | Net Loss | ($9,248,825) | ($13,923,339) | $4,674,514 | (34)% | - Quarterly Active Users (QAU) increased by **29%** to **10,530** for the quarter ended March 31, 2022, compared to 8,156 for the quarter ended December 31, 2021[142](index=142&type=chunk) - The company's ability to continue as a going concern is in doubt due to a net loss of **$9.2 million** and net cash used in operations of **$5.6 million** for the six months ended March 31, 2022, with an accumulated deficit of **$76.1 million**; management plans to raise capital through equity and debt[190](index=190&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (Non-GAAP) | Metric | Three Months Ended Mar 31, 2022 | Six Months Ended Mar 31, 2022 | | :--- | :--- | :--- | | GAAP Net Loss | ($4,974,830) | ($9,248,825) | | **Adjusted EBITDA** | **($3,343,005)** | **($5,673,093)** | - Subsequent to the quarter end, on April 25, 2022, the company entered into a new Non-Revolving Line of Credit Loan Agreement for up to **$4.02 million** to refinance a prior loan and provide additional capital[184](index=184&type=chunk)[185](index=185&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk.) The company states that this disclosure is not required for a smaller reporting company - Disclosure about market risk is not required[192](index=192&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that the company's disclosure controls and procedures were ineffective as of March 31, 2022, due to material weaknesses, and has outlined a remediation plan - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of March 31, 2022[194](index=194&type=chunk) - Material weaknesses identified include: - Insufficient management and governance oversight of internal controls - Ineffective controls over period-end financial reporting, including tax provisions, asset valuation, and investments - Lack of proper segregation of duties and inadequate review and approval of journal entries[197](index=197&type=chunk) - Management has initiated a remediation plan, which involves hiring permanent finance staff, engaging a third-party internal audit firm, and implementing enhanced procedures like a new ERP system, monthly budget reviews, and formalizing policies[198](index=198&type=chunk)[199](index=199&type=chunk)[201](index=201&type=chunk) PART II [PART II — OTHER INFORMATION](index=35&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current material litigation expected to adversely affect its financial condition or operations - The company is not currently involved in any material litigation[204](index=204&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-KT have been reported - No material changes to risk factors from the last Annual Report on Form 10-KT have been reported[205](index=205&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) During the six months ended March 31, 2022, the company issued 187,324 warrants for consulting services in an unregistered sale of equity securities - The company issued **187,324 warrants** for consulting services in an unregistered transaction during the six months ended March 31, 2022[206](index=206&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company reports no material defaults on its senior securities during the reporting period - No material defaults on senior securities were reported[207](index=207&type=chunk) [Mine Safety Disclosure](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosure.) This item is not applicable to the company's business - Not applicable[208](index=208&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information.) On May 9, 2022, the company refinanced approximately $2.08 million in unsecured convertible debentures with a related party, including a temporary cessation of payments and conversion terms - On May 9, 2022, the company refinanced **~$2.08 million** in unsecured convertible debentures by issuing new debentures to a related party; the new terms include a temporary halt on payments until December 1, 2022, and an agreement to convert to common stock in the event of a significant equity raise[209](index=209&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including forms of amended warrants, a credit agreement, and officer certifications List of Exhibits | Exhibit No. | Exhibit Description | | :--- | :--- | | 4.1 | Form of Amended Eagle Warrant | | 4.2 | Form of Amended Cassidy Warrant | | 10.1 | Credit Agreement, dated February 23, 2022 | | 31.1 | Certification of Principal Executive Officer (SOX 302) | | 31.2 | Certification of Principal Financial Officer (SOX 302) | | 32.1 | Certification of Chief Executive Officer (SOX 906) | | 32.2 | Certification of Chief Financial Officer (SOX 906) | | 101 & 104 | Inline XBRL Files |
Loop Media (LPTV) - 2022 Q1 - Quarterly Report
2022-02-14 21:09
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) Nevada 47-3975872 700 N. Central Ave., Suite 430, For the quarterly period ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission ...
Loop Media (LPTV) - 2021 Q3 - Quarterly Report
2021-08-09 22:49
Revenue Performance - Total revenue for Q2 2021 reached $1,160,793, an increase of 83% compared to $635,740 in Q2 2020[136] - Content and streaming services revenue increased by $343,242, or 91%, primarily due to advertising revenue share of $365,835[137] - Content subscription services revenue rose by $175,772, or 75%, driven by Loop Stick revenues of $58,076 and an increase in ScreenCast subscription revenues of $140,813[137] - Total revenue for the six months ended June 30, 2021, increased by $492,708 or 34% compared to the same period in 2020, driven by a $335,116 increase in content and streaming services, which grew by 44%[143] Cost and Expenses - Cost of revenue increased by $590,698, or 342%, due to $308,590 in license content asset amortization and $110,791 in licensing costs[138] - Total operating expenses surged by $2,631,131, or 161%, primarily due to increased personnel costs and marketing activities[139] - The cost of revenue surged by 287% to $1,487,937, primarily due to license content asset amortization and increased contractor and inventory costs[144] - Total operating expenses rose by $7,478,762 or 159%, largely due to increased non-cash stock compensation and personnel costs[146] Profit and Loss - The net loss for Q2 2021 was $3,924,343, representing a 179% increase from a loss of $1,408,888 in Q2 2020[136] - The net loss for the six months ended June 30, 2021, was $12,171,458, a 54% increase from the net loss of $7,892,975 in the same period of 2020[162] - Gross profit decreased by 57% to $466,899, reflecting the significant rise in costs relative to revenue growth[1] Cash Flow and Financing - Cash at the end of the period was $929,403, up from $649,262 at the end of June 30, 2020, reflecting a net increase in cash of $91,242[158] - Net cash used in operating activities was $(4,713,000) for the six months ended June 30, 2021, primarily due to the net loss offset by various amortization expenses[152] - The company anticipates needing additional cash from equity investments or debt transactions to support its minimum operating cash requirements over the next twelve months[150] - The company plans to finance operations through equity and debt financing, but there are risks associated with the availability and terms of such financing[161] Strategic Focus - The company is focusing on expanding its operations in Latin America and Asia[125] - The company operates a "freemium" business model, offering services on both premium and ad-supported bases[124] Debt Management - Interest expense rose by $386,990 due to increased convertible debenture borrowings[141] - The company recorded a gain of $579,486 on extinguishment of debt due to loan forgiveness on the first PPP loan[141] - The company recorded a gain of $579,486 on extinguishment of debt, attributed to loan forgiveness on the first PPP loan[147]
Loop Media (LPTV) - 2021 Q2 - Quarterly Report
2021-05-12 22:15
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55591 LOOP MEDIA, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporat ...
Loop Media (LPTV) - 2020 Q4 - Annual Report
2021-04-15 20:00
Revenue Performance - For the years ended December 31, 2020 and 2019, the company's revenues were $2,794,081 and $3,381,121, respectively, indicating a decline in revenue[29]. - The company has incurred significant fees and expenses, including non-cash items, and has an accumulated deficit, impacting its ability to generate sufficient cash flows from operations[29]. Product Development and Offerings - The company has developed the Loop Player, a proprietary streaming video player, which is offered for free to OOH businesses, eliminating the need for costly computer hardware[49]. - The introduction of the Ad-Supported Service is expected to provide more revenue over time compared to the previous Premium Service model, as it allows for advertising inventory to be filled[50]. - The Loop App, launched in mid-2020, has not experienced significant downloads due to the delayed full music video offering until December 2020, but has seen increased downloads in Mexico[54]. - The company has secured licenses with major music labels to distribute music videos, enhancing its content offerings for both OOH and D2C customers[38]. - The company currently has over 80 English language music video Playlists and 65 Spanish language music video Playlists available for users[42]. - The company aims to produce its own content in-house through Loop Music Studios, enhancing its content curation and distribution capabilities[41]. Market Expansion and Strategy - The company is exploring opportunities to expand its reach by securing licenses for other regions, including South America, Europe, and Asia[38]. - The company is primarily focused on the United States but is expanding its D2C businesses into Canada, Mexico, and potentially other South American countries, as well as parts of Europe and Asia[58]. - The company plans to increase marketing efforts targeting OOH venues, finding a direct correlation between online advertising spend and business sign-ups for its Loop Player[65]. - The company has launched its Loop App in Mexico and taken a non-controlling interest in EON Media, Inc. in Asia to expand its operations[66]. - The company is diversifying its customer base beyond hospitality to include smaller venues and non-traditional industries, enhancing its market reach[65]. Competition and Market Position - The company competes in the OOH market with small companies like Atmosphere and Stingray, focusing on price, technology, and quality content as key competitive factors[73]. - The company utilizes a bottom-up and top-down marketing approach for its OOH services, targeting both individual venues and large corporate clients[78]. Intellectual Property and Legal Considerations - The company has developed proprietary software and hardware, including its Loop Player, which is subject to patents[81]. - The company emphasizes the importance of intellectual property rights, relying on a combination of patents, copyrights, trademarks, and trade secrets to protect its proprietary technology[82]. - U.S. patent filings are intended to provide the holder with exclusive rights, but the company acknowledges that these patents may be contested or invalidated, impacting competitive advantages[83]. Financial Reporting and Compliance - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[257].
Loop Media (LPTV) - 2020 Q4 - Annual Report
2020-11-16 17:30
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55591 LOOP MEDIA, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) (IRS Empl ...
Loop Media (LPTV) - 2020 Q1 - Quarterly Report
2020-02-19 21:08
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Exact name of registrant as specified in its charter) | Nevada | 47-3975872 | | --- | --- | | (State or other jurisdiction of | (IRS Employer Identification No.) | | incorporation or organization) | | 4952 S Rainbow Blvd, Suite 326 Las Vegas, NV 89118 (Address of principal executive offices) 702-824-7047 (Registrant's telephone number) Washington, DC 20549 FORM 10-Q | [X] | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 19 ...
Loop Media (LPTV) - 2019 Q4 - Annual Report
2019-11-15 22:22
PART I - FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201%3A%20Financial%20Statements) The unaudited financial statements reveal a net loss, significant stockholders' deficit, and negative cash flow, raising substantial doubt about the company's ability to continue as a going concern [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Balance Sheet Summary (as of September 30, 2019 vs. June 30, 2019) | Metric | September 30, 2019 (unaudited) | June 30, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $5,723 | $10,911 | | **Total Assets** | $6,316 | $11,769 | | **Total Current Liabilities** | $250,013 | $239,455 | | **Total Liabilities** | $250,013 | $239,455 | | **Total Stockholders' Deficit** | ($243,697) | ($227,686) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Statement of Operations (Three months ended September 30) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | **Revenue** | $11,282 | $10,576 | | **Total Costs and Expenses** | $23,216 | $29,691 | | **Operating Loss** | ($11,934) | ($19,115) | | **Net Loss** | ($16,011) | ($23,421) | | **Net Loss Per Common Share** | ($0.00) | ($0.00) | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Cash Flow Summary (Three months ended September 30) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | ($548) | $11,899 | | **Net Change in Cash** | ($548) | $11,899 | | **Cash at Beginning of Period** | $4,845 | $11,494 | | **Cash at End of Period** | $4,297 | $23,393 | [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Financial%20Statements) - The company's business provides services for overseas travel agents and tradeshows[28](index=28&type=chunk) - The company's **accumulated deficit of $332,785** and reliance on financing raise **substantial doubt about its ability to continue as a going concern**[51](index=51&type=chunk) - As of September 30, 2019, the company had a **$150,000 unsecured note payable bearing 10% interest** per annum[58](index=58&type=chunk) - Two remaining convertible notes had their maturity dates extended to October 30, 2020[60](index=60&type=chunk)[61](index=61&type=chunk)[74](index=74&type=chunk) - Ongoing related-party transactions include a consulting agreement with a former officer at a rate of **$3,000 per month**, resulting in related-party professional fees of $9,000 for the quarter[72](index=72&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=14&type=section&id=Item%202%3A%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses operational challenges from funding shortages and the U.S.-China trade war, which raise going concern doubts - The company has been unable to secure necessary funds to fully implement its business plan, a situation exacerbated by the U.S.-China trade war, prompting a search for new business opportunities[77](index=77&type=chunk) Q3 2019 vs Q3 2018 Performance | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | **Revenues** | $11,282 | $10,576 | | **Operating Expenses** | $23,216 | $29,691 | | **Net Loss** | ($16,011) | ($23,421) | - As of September 30, 2019, the company had a **working capital deficit of $244,290**, with current assets of $5,723 and current liabilities of $250,013[88](index=88&type=chunk) - The company estimates it needs a minimum of **$250,000 in additional operating capital** to continue operations for the next twelve months[93](index=93&type=chunk) - Management reiterates that the **accumulated deficit of $332,785** and reliance on external financing raise **substantial doubt about the company's ability to continue as a going concern**[95](index=95&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=16&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from market risk disclosures as it qualifies as a smaller reporting company - The company is not required to provide quantitative and qualitative disclosures about market risk because it qualifies as a **smaller reporting company**[97](index=97&type=chunk) [Controls and Procedures](index=16&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to material weaknesses in internal financial reporting controls - The CEO and CFO concluded that as of September 30, 2019, the company's **disclosure controls and procedures were not effective** due to material weaknesses[98](index=98&type=chunk) - Identified material weaknesses include **inadequate segregation of duties** and **insufficient written accounting policies** and procedures[99](index=99&type=chunk) - The company's remediation plan is dependent on securing additional financing to hire qualified personnel and implement necessary policies[101](index=101&type=chunk)[102](index=102&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=18&type=section&id=Item%201%3A%20Legal%20Proceedings) The company reports that it is not a party to any pending legal proceedings - The company is not currently a party to any pending legal proceedings[107](index=107&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A%3A%20Risk%20Factors) The company refers to the risk factors included in its Annual Report on Form 10-K for 2019 - For information on risk factors, the report refers to the company's **2019 Annual Report on Form 10-K**[108](index=108&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=18&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 2,380,389 shares of common stock in a private placement during the quarter - In the three months ended September 30, 2019, the company issued **2,380,389 shares of common stock**, reducing stock payable by $11,902[109](index=109&type=chunk) - The securities were issued in a private placement under Section 4(2) of the Securities Act and were acquired for investment purposes[110](index=110&type=chunk) [Defaults Upon Senior Securities](index=18&type=section&id=Item%203%3A%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There were no defaults upon senior securities[111](index=111&type=chunk) [Mine Safety Disclosure](index=18&type=section&id=Item%204%3A%20Mine%20Safety%20Disclosure) This item is not applicable to the company - Mine safety disclosures are not applicable[111](index=111&type=chunk) [Other Information](index=18&type=section&id=Item%205%3A%20Other%20Information) The company reports no other information for this item - There is no other information to report[112](index=112&type=chunk) [Exhibits](index=18&type=section&id=Item%206%3A%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including Sarbanes-Oxley certifications and XBRL data - The report includes CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1) and XBRL financial data (Exhibit 101) as exhibits[112](index=112&type=chunk)