UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Amendment No. 1
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| 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:
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (zip code)
+
(Registrant’s telephone number, including area code)
Blow & Drive Interlock Corp
1427 S. Robertson Blvd.
Los Angeles, CA 90035
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Securities registered pursuant to Section 12(g) of the Act:
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| Emerging growth company |
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of November 1st , 2021, there were shares of common stock, $0.0001 par value, issued and outstanding, and 1,000,000 issues of preferred stock issued and outstanding, par value $0.0001.
EXPLANATORY NOTE
As previously disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2022, the Board of Directors (the “Board”) of Leet Technology, Inc. (“Leet” or the “Company”), after discussion with Friedman, LLP (“Friedman”), the Company’s current independent registered public accounting firm, J&S Associates, the Company’s predecessor independent registered public accounting firm, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) and the management of the Company concluded that it is appropriate to correct the Company’s previously issued unaudited condensed consolidated interim financial statements as of and for the three and nine months ended September 30, 2021, included in the Company’s Quarterly Report on Form 10-Q for such period (the “Previously Issued Financial Statements”) filed with the SEC on November 12, 2021, should be restated because of certain material errors in the Previously Issued Financial Statements and should no longer be relied upon. The Company is filing this Amendment No. 1 on Form 10-Q (the “Form 10-Q/A” or the “Amendment”) to amend and restate the Previously Issued Financial Statements (the “Restatement”) and certain items in the Original Form 10-Q.
The Restatement corrects the following errors identified in the Previously Issued Financial Statements:
A. The Company identified certain receivables that were not properly recorded due to the improper recognition of revenue.
B. The Company identified errors in its accounting for revenue which improperly recognized for the three and nine months ended September 30, 2021.
C. The Company identified certain balance sheet and income statement accounts have been reclassified to conform to the 2021 fiscal year end presentation.
For the convenience of the reader, this Form 10-Q/A sets forth the Original Form 10-Q as modified and superseded where necessary to reflect the Restatement. The following items have been amended principally as a result of, and to reflect, the Restatement:
Part I - Item 1. Financial Statements.
Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Part I - Item 4. Controls and Procedures.
See Note 2 to the accompanying unaudited condensed consolidated financial statements, set forth in Item 1 of this Amendment, for details of the Restatement and its impact on the unaudited condensed consolidated financial statements.
Except for the items noted above, no other information included in the Original Form 10-Q is being amended by this Amendment. The Amendment continues to speak as of the date of the Original Form 10-Q and we have not updated the filing to reflect events occurring subsequent to the Original Form 10-Q date other than those associated with the Restatement and as described above. Accordingly, this Amendment should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-Q.
| 2 |
LEET TECHNOLOGY INC.
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | 4 | ||
| ITEM 1 | Unaudited Condensed Consolidated Financial Statements (restated) | 4 | |
| ITEM 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | |
| ITEM 3 | Quantitative and Qualitative Disclosures About Market Risk | 29 | |
| ITEM 4 | Controls and Procedures | 29 | |
| PART II – OTHER INFORMATION | 31 | ||
| ITEM 1 | Legal Proceedings | 31 | |
| ITEM 1A | Risk Factors | 31 | |
| ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 31 | |
| ITEM 3 | Defaults Upon Senior Securities | 31 | |
| ITEM 4 | Mine Safety Disclosures | 31 | |
| ITEM 5 | Other Information | 31 | |
| ITEM 6 | Exhibits | 33 | |
| SIGNATURES | |||
| 3 |
PART I – FINANCIAL INFORMATION
ITEM 1 Financial Statements
LEET TECHNOLOGY INC.
(Formerly Blow & Drive Interlock Corporation)
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 4 |
LEET TECHNOLOGY INC.
(Formerly Blow & Drive Interlock Corporation)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, 2021 | December 31, 2020 | |||||||
| (Restated) | ||||||||
| ASSETS | ||||||||
| Current asset: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Deposit and other receivables | ||||||||
| Total current assets | ||||||||
| Non-current asset: | ||||||||
| Plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right of use assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities and other payables | ||||||||
| Accrued compensation payable to officers and directors | ||||||||
| Amounts due to related parties | ||||||||
| Operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, Series A, $ par value, shares authorized, issued and outstanding as of September 30, 2021 and December 31, 2020 | ||||||||
| Preferred stock, Series B, $ par value, shares authorized, issued and outstanding as of September 30, 2021 and December 31, 2020 | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of September 30, 2021 and December 31, 2020 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
| 5 |
LEET TECHNOLOGY INC.
(Formerly Blow & Drive Interlock Corporation)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| (Restated) | (Restated) | |||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue (includes related party expenses, $ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating expenses: | ||||||||||||||||
| Research and development (includes related party expenses, $ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income: | ||||||||||||||||
| Interest income | ||||||||||||||||
| Sundry income | ||||||||||||||||
| Total other income | ||||||||||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation income (loss) | ( | ) | ( | ) | ||||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per common share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
| 6 |
LEET TECHNOLOGY INC.
(Formerly Blow & Drive Interlock Corporation)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| (Restated) | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation on plant and equipment | ||||||||
| Amortization on intangible assets | ||||||||
| Right of use amortization | ||||||||
| Stock based compensation | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Deposit and other receivables | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities and other payables | ( | ) | ||||||
| Accrued compensation payable to officers and directors | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of plant and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayment to a related party | ( | ) | ||||||
| Advances from related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect on exchange rate change on cash | ( | ) | ||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| CASH, BEGINNING OF PERIOD | ||||||||
| CASH, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Right-of-use assets and lease liabilities | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 7 |
LEET TECHNOLOGY INC.
(Formerly Blow & Drive Interlock Corporation)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
| Preferred stock | Common stock | Additional paid-in | Accumulated other comprehensive | Accumulated | Total stockholders’ | |||||||||||||||||||
| Amount | No. of shares | Amount | No. of shares | capital | loss | losses | deficit | |||||||||||||||||
| (Restated) | (Restated) | |||||||||||||||||||||||
| Balance as of January 1, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Foreign currency translation adjustment | – | – | ||||||||||||||||||||||
| Net loss for the period | – | – | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of March 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Foreign currency translation adjustment | – | – | ( | ) | ( | ) | ||||||||||||||||||
| Net loss for the period | – | – | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of June 30, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Foreign currency translation adjustment | – | – | ( | ) | ( | ) | ||||||||||||||||||
| Net loss for the period | – | – | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of September 30, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance as of January 1, 2021 (Audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Foreign currency translation adjustment | – | – | ||||||||||||||||||||||
| Net loss for the period | – | – | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Foreign currency translation adjustment (restated) | – | – | ( | ) | ( | ) | ||||||||||||||||||
| Net loss for the period (restated) | – | – | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of June 30, 2021 (restated) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Shares issued for services | – | |||||||||||||||||||||||
| Shares issued for employees compensation | ||||||||||||||||||||||||
| Foreign currency translation adjustment (restated) | – | |||||||||||||||||||||||
| Net loss for the period (restated) | – | – | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of September 30, 2021 (restated) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
| 8 |
LEET TECHNOLOGY INC.
(Formerly Blow & Drive Interlock Corporation)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | DESCRIPTION OF BUSINESS AND ORGANIZATION |
Leet Technology Inc. (Formerly Blow & Drive Interlock Corporation, “the Company” or “LTES”) was incorporated on July 2, 2013 under the laws of the State of Delaware. The Company currently operates an eSports platform in Malaysia.
On October 2, 2020, The Doheny Group, LLC, the
former shareholder of the Company, agreed to sell its shares of common stock of BDIC and shares of Series A Preferred
Stock pursuant to the terms of a Stock Purchase Agreement (the “Agreement”) to Mr. Dai Song. The shares represent approximately
% of the issued and outstanding shares of the Company’s common stock, 100% of issued and outstanding Series
On November 18, 2020, the Company executed a Share Exchange Agreement (the “Share Exchange Agreement”) with Leet Technology Limited (“LTL”) and its shareholders. Pursuant to the Share Exchange Agreement, The shareholders of LTL agreed to sell its aggregate of 10,000 ordinary shares representing % of the issued and outstanding ordinary shares of LTL. As consideration, the shareholders of LTL were received shares of the Company’s common stock.
Because the Company was a shell company, LTL will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, LTL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of LTL, and the Company’s assets, liabilities and results of operations will be consolidated with LTL beginning on the acquisition date. LTL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (LTL).
On August 23, 2021, the Company was approved to change its current name to Leet Technology Inc. and the trading symbol of LTES.
Description of subsidiaries
| Name | Place of incorporation and kind of legal entity | Principal activities | Particulars of registered/ paid up share capital | Effective interest held | ||||
The Company and its subsidiaries are hereinafter referred to as (the “Company”).
2. RESTATEMENT AND REVISION OF PREVIOUSLY REPORTED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2022, the Board of Directors and the management of the Company concluded that it is appropriate to correct the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021, included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2021, should be restated because of certain material errors and should no longer be relied upon.
| 9 |
The Company has restated its previously reported
unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2021 due to improper recognition
of revenue and under accrued cost of revenue. The correction of the error reduced revenue recognized during the three and nine months
ended September 30, 2021 by $60,071 and $160,093. respectively, as a result of the corrected transaction the accounts receivable was decreased
by $159,684 correspondingly. In addition, the correction of the error increased the cost of revenue for the three and nine months ended
September 30, 2021 by $27,727 and $27,727, respectively, as a result of the corrected transaction the accrued liabilities and other payables
was increased by $
The following table presents the effect of the error correction on the Company’s unaudited condensed consolidated balance sheet as of September 30, 2021, unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2021, and unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2021.
| As of September 30, 2021 (unaudited) | ||||||||||||||||
| As Reported | Adjustments and Reclassifications | As Restated | ||||||||||||||
| ASSETS | ||||||||||||||||
| Current asset: | ||||||||||||||||
| Accounts receivable | $ | ( | ) | (a) | $ | |||||||||||
| Total current assets | ( | ) | (a) | |||||||||||||
| TOTAL ASSETS | $ | ( | ) | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accrued liabilities and other payables | $ | ( | ) | (b) | $ | |||||||||||
| Accrued compensation payable to officers and directors | (b) | |||||||||||||||
| Amounts due to related parties | (d) | |||||||||||||||
| Total current liabilities | (c) | |||||||||||||||
| TOTAL LIABILITIES | $ | (c) | $ | |||||||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||||||||||
| Accumulated other comprehensive loss | $ | ( | ) | (e) | $ | ( | ) | |||||||||
| Accumulated deficit | ( | ) | ( | ) | (a), (c), (e) | ( | ) | |||||||||
| Total stockholders’ deficit | ( | ) | ( | ) | ( | ) | ||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | ( | ) | $ | ||||||||||||
Summary of Adjustments and Reclassifications:
| (a) | Entry represents the adjustment on overstated accounts receivable due to improper recognition of revenue. | |
| (b) | Entry represents the reclassification of certain accrued liabilities and other payables to accrued compensation payable to officers and directors. | |
| (c) | Entry represents the adjustment on under accrued cost of revenue payable to a related party. | |
| (d) | Entry represents the reclassification of certain accrued liabilities and other payables to amounts due to related parties plus item (c) above. | |
| (e) | Entry represents the exchange currency translation adjustment |
| 10 |
| Schedule Of Operation | ||||||||||||||||||||||||||||
| Three months ended September 30, 2021 (unaudited) | Nine months ended September 30, 2021 (unaudited) | |||||||||||||||||||||||||||
| As Reported | Adjustments and Reclassifications | As Restated | As Reported | Adjustments and Reclassifications | As Restated | |||||||||||||||||||||||
| Revenue | $ | ( | ) | (f) | $ | $ | ( | ) | (f) | $ | ||||||||||||||||||
| Cost of revenue | ( | ) | (g) | ( | ) | ( | ) | (g) | ( | ) | ||||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||
| IT operating expenses | ( | ) | (g) | ( | ) | (g) | ||||||||||||||||||||||
| Total operating expenses | ( | ) | (g) | ( | ) | ( | ) | (g) | ( | ) | ||||||||||||||||||
| Loss from operations | ( | ) | ( | ) | (f), (g) | ( | ) | ( | ) | ( | ) | (f), (g) | ( | ) | ||||||||||||||
| Other income: | ||||||||||||||||||||||||||||
| Interest income | (h) | |||||||||||||||||||||||||||
| Sundry income | ( | ) | (h) | |||||||||||||||||||||||||
| Total other income | ||||||||||||||||||||||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||
| Foreign currency translation (loss) income | ||||||||||||||||||||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
Summary of Adjustments and Reclassifications:
| (f) | Entry represents the adjustment on improper recognition of revenue. | |
| (g) | Entry represents the reclassification of IT operating expenses to cost of revenue plus item (c) above. | |
| (h) | Entry represents the reclassification of sundry income to interest income. |
| 11 |
| Nine months ended September 30, 2021 (unaudited) | ||||||||||||
| As Reported | Adjustments and Reclassifications | (i) | As Restated | |||||||||
| Cash flow from operating activities: | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||||||
| Depreciation on plant and equipment | ( | ) | ||||||||||
| Amortization on intangible assets | ||||||||||||
| Right of use amortization | ||||||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ||||||||||
| Accrued liabilities and other payables | ( | ) | ||||||||||
| Accrued compensation payable to officers and directors | ||||||||||||
| Operating lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Repayment to a related party | ( | ) | ( | ) | ||||||||
| Advances from related parties | ||||||||||||
| Net cash provided by financing activities | ||||||||||||
| Effect on exchange rate change on cash | $ | $ | $ | |||||||||
Summary of Adjustments and Reclassifications:
| (i) | Adjustments and reclassifications were a result of the activity summarized in the restatement tables above. |
| 3. | LIQUIDITY GOING CONCERN UNCERTAINTIES |
The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these consolidated financial statements.
As of September 30, 2021, the Company had $
The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its stockholders and related parties. The Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations for one year from the date of the filing of the financial statements.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
| 12 |
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.
| Basis of presentation |
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial reporting, and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
| Use of estimates and assumptions |
In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements during the period reported. Actual results may differ from these estimates.
| Basis of consolidation |
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company balances and transactions within the Company have been eliminated upon consolidation.
| Cash |
Cash represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
| Accounts receivable |
Accounts receivable are recorded in accordance
with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due
within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's
financial condition, the customer creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual
payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability.
At the end of each quarter, the Company specifically evaluates individual customer’s financial condition, credit history, and the
current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance
for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables
that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection,
including seeking legal resolution in a court of law. The Company does not have any off-balance-sheet credit exposure related to its customers.
As of September 30, 2021 and December 31, 2020, there were
| Plant and equipment |
Plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Leasehold improvements are amortized over the lessor of the based term of the lease or 5 years of the leasehold improvement. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
| 13 |
| Expected useful lives | ||
| Computer equipment | ||
| Furniture and fixtures |
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
| Software and development costs |
Costs incurred to develop software for internal use are capitalized and amortized over the useful life of the software. Amortization of capitalized software development costs begin when the application is substantially complete and ready for its intended use. Capitalization ceases when the software has been tested and is ready for its intended use. Amortization is computed using the straight-line method over the estimated economic life of the product, which is estimated to be three years. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are expensed as incurred.
| Research and development costs |
Research and development costs are expensed as incurred and consist of development work associated with our existing technology, customer solutions and processes. Our research and development expenses relate primarily to payroll costs for personnel, costs associated with various projects, including testing, development and other related expenses.
| Impairment of long-lived assets |
In accordance with the provisions of ASC Topic
360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, intangible assets,
and right of use (“ROU”) assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison
of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets. There has been
| Revenue recognition |
The revenue of the Company is currently generated from the provision of white label solutions and esports event management and team services. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers (“ASC 606”) when control of a product or service is transferred to a customer.
Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied, and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:
| • | identify the contract with a customer; | |
| • | identify the performance obligations in the contract; | |
| • | determine the transaction price; | |
| • | allocate the transaction price to performance obligations in the contract; and | |
| • | recognize revenue as the performance obligation is satisfied. |
| 14 |
White Label Solutions Revenue
The Company derives revenue from the provision of white label solutions. The Company offers white label, contracted licensed, solutions primarily to their information & communications technology (“ICT”) partners. The Company engages its ICT partners to utilize its Matchroom.net Platform. For customers who have their own platforms and apps being used, the Company will customize the design of Matchroom.net to meet the customer’s need and integrate, a customized solution into the customer’s system. The Matchroom.net platform and software solution is customizable to the specific needs of each customer and can be integrated across multiple platforms. On average it will take the Company three months to complete the customization of the platform for a customers use.
The Company’s typical arrangement involves customizing the Matchroom.net platform solution, which requires technical programming support to build out the platform to its customers specifications. As a result, in analyzing the performance obligations being provided to the customer the Company considers the software license and customization services as a single performance obligation as required by ASC 606. In carrying out the services under these arrangements, the Company is often provided with upfront payment which is deferred and recognized into revenue over the duration of the contract.
Esports Tournament Management and Team Services Revenue
The Company derives revenue from esports tournament management and team services. The Company offers tournament management services to their customers, whereby they are engaged to provide the service of managing and hosting a tournament of the customer’s choice. The Company provides the required manpower and skills to host and manage an esports tournament on their own Matchroom.net platform or on the platform of the customer. The hosting and management of these tournaments on behalf of the customer is deemed to be one performance obligation and is met over the period of performance (couple of days) in which the tournament is held.
The amount to be recognized as revenue equals the predetermined event management fee as per the agreement in place between the Company and the customer. The Company fulfils its performance obligation through the execution and completion of hosting the tournament, over the period of performance that being the multi-day tournament. The amount per the contract is based on the needs of the customer and the required level of manpower or skills needed for the relevant tournament.
Apart from hosting the tournaments of other customers, the Company also hosts and managed their own internally held tournaments. The Company will obtain sponsorship agreements with other third-party entities whereby the Company commits to deliver certain sponsor and promotional services in exchange for consideration. Upon completion of the tournament a work completion report will be generated and communicated to the customer. Revenue will be recording pro rata during the duration of the tournament. The Company invoices its promotional partners based on the contracted services within the agreement.
Disaggregation of Revenue
The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The following table presents the revenue streams by segments, with the presentation revenue categories presented on the statements of operation for the periods indicated:
| Nine months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| White label solutions | $ | $ | ||||||
| Esport tournament management and team services | ||||||||
| Matchroom Mini-app solutions | ||||||||
| $ | $ | |||||||
| Income taxes |
Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
| 15 |
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For the three and nine months ended September
30, 2021 and 2020, the Company did
The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
| Foreign currencies translation |
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.
The reporting currency of the Company is United
States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. The functional
currencies of the Company’s operating subsidiaries are their local currencies (Hong Kong Dollars (“HKD”) and Malaysian
Ringgit (“MYR”)). HKD-denominated assets and liabilities are translated into the United States Dollar using the exchange rate
at the balance sheet date (
| Comprehensive income |
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying unaudited condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
| Leases |
The Company adopted Topic 842, “Leases” (“ASC 842”) and determines if an arrangement is a lease at inception. Operating leases are included in operating ROU assets, other current liabilities, and operating lease liabilities in our unaudited condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our unaudited condensed consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
| 16 |
In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.
| Stock based compensation |
The Company accounts for non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to non-employees to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.
| Net loss per share |
The Company calculates net income or loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income or loss per share is computed by dividing the net income or loss by the weighted-average number of common shares outstanding during the year. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to the continuing net losses. The following anti-dilutive equity and debt securities were excluded from the computation of net loss per share.
| As of September 30, | ||||||||
| 2021 | 2020 | |||||||
| (Shares) | (Shares) | |||||||
| Warrants | ||||||||
| Commitments and contingencies |
The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the unaudited financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that any matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
| Fair value of financial instruments |
The Carrying amounts for cash, accounts receivable, deposits receivable, accounts payable, accrued liabilities, and other payables approximate their fair value because of their short-term maturity. The Company determined that the carrying amount of accrued compensation payable to officers and directors and amounts due to related parties approximates fair value as these amounts are indicative of the amounts the company would expect to settle in current market exchange.
| 17 |
| Recent accounting pronouncements |
Accounting Standards Adopted
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“ASU 2020-12”), which eliminates certain exceptions related to the approach for intra period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company is currently evaluating the impact and applicability of this new standard.
Accounting Standards Issued, Not Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning January 1, 2023. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact and applicability of this new standard.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848), which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates such as the Secured Overnight Financing Rate (SOFR). This guidance is effective upon issuance and generally can be applied through the end of calendar year 2022. The Company is currently evaluating the impact and applicability of this new standard.
Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
| 5. | PLANT AND EQUIPMENT |
Plant and equipment consisted of the following:
| As of | ||||||||
| September 30, 2021 | December 31, 2020 | |||||||
| Computer equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Foreign currency translation difference | ( | ) | ||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Less: foreign currency translation difference | ( | ) | ||||||
| $ | $ | |||||||
During the nine months ended September 30, 2021,
the Company purchased computers and equipment of approximately $
Depreciation and amortization expense for the
three months ended September 30, 2021 and 2020 were $
Depreciation and amortization expense for the
nine months ended September 30, 2021 and 2020 were $
| 18 |
| 6. | INTANGIBLE ASSETS |
Intangible assets consisted of the following:
| September 30, 2021 | December 31, 2020 | |||||||
| At cost: | ||||||||
| Developed software | $ | $ | ||||||
| Foreign currency translation difference | ( | ) | ||||||
| Less: accumulated amortization | ( | ) | ||||||
| Less: foreign currency translation difference | ||||||||
| $ | $ | |||||||
Amortization for the three months ended September
30, 2021 and 2020 were $
Amortization for the nine months ended September
30, 2021 and 2020 were $
Amortization of intangible assets attributable to the future periods is as follows:
| Year ending September 30: | ||||
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| Total | $ | |||
| 7. | STOCKHOLDERS’ DEFICIT |
Preferred Stock
The Company’s articles of incorporation authorize the Company to issue up to preferred shares of $ par value.
Series A Preferred Stock
The Company has been authorized to issue 1,000,000
shares of Series A Preferred Stock. The Series A shares have the following preferences: no dividend rights; no liquidation preference
over the Company’s common stock; no conversion rights; no redemption rights; no call rights by the Company; each share of Series
Series B Convertible Preferred Stock
The Company has authorized shares of
Series B Convertible Preferred Stock. The Series B shares have the following preferences: (i) dividend rights in pari passu with the Company’s
common stock on an as converted basis, (ii) liquidation preference over the Company’s common stock, (iii) conversion
rights of 10 shares of common stock for earch share of Series B Convertible Preferred Stock converted, (iv) no redemption rights, (v)
no call rights, (vi)
As of September 30, 2021 and December 31, 2020,
the total number of Series A preferred shares issued or issuable was
| 19 |
As of September 30, 2021 and December 31, 2020, there was Series B preferred shares issued or issuable.
Common Stock
The Company has authorized shares of $ par value. Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company’s ability to pay dividends on its common stock, subject to the requirements of the Delaware Revised Statutes. The Company has not declared any dividends since incorporation.
On August 6, 2021, the Company issued 3,095,000 shares of common stock to four employees for incentive compensation at the current market value of $0.22 per share, and charged $680,900 as stock-based compensation expense.
On August 23, 2021, the Company issued 1,403,973 shares of common stock to an independent advisory company for advisory service rendered at the current market value of $0.28 per share, and charged $393,112 as stock-based compensation expense.
On September 3, 2021, the Company issued 7,000,000 shares of common stock to four employees for incentive compensation at the current market value of $0.24 per share, and charged $1,680,000 as stock-based compensation expense.
As of September 30, 2021 and December 31, 2020, the Company had and shares of its common stock issued and outstanding, respectively.
| 8. | WARRANTS |
The Company issued common stock warrants in
individual sales and in connection with common stock purchase agreements. The warrants have expiration dates ranging from three to
four years from the date of grant and exercise prices ranging from $
A summary of warrant activity for the periods presented is as follow:
| Weighted average | ||||||||||||
| Warrants for common shares | Exercise price | Remaining contractual life (in years) | ||||||||||
| Outstanding as of December 31, 2019 | ||||||||||||
| Forfeited, cancelled, expired | ( | ) | ( | ) | ||||||||
| Outstanding as of December 31, 2020 | $ | |||||||||||
| Forfeited, cancelled, expired | ( | ) | ( | ) | ||||||||
| Outstanding as of September 30, 2021 | $ | |||||||||||
There were 1,650,288 warrants exercisable at September 30, 2021 with a weighted average exercise price of $0.80. The intrinsic value of the warrants exercisable during the nine months ended September 30, 2021 and 2020 was $ and $, respectively.
| 9. | INCOME TAX |
The Company recorded $
| 20 |
At December 31, 2020, the Company has U.S. federal
operating loss carryforwards of $
At December 31, 2020, the Company’s subsidiary
operating in Hong Kong has net operating loss carryforwards of $
At December 31, 2020, the Company’s subsidiary
operating in Malaysia has net operating loss of $
The Company follows the provision of ASC 740 which prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. The Company did not have any unrecognized tax positions or benefits as of September 30, 2021 and December 31, 2020. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. We do not expect any material changes in our unrecognized tax benefits over the next 12 months.
The Company’s ability to utilize U.S. net operating loss carryforwards to offset future taxable income may be deferred or limited significantly if the Company were to experience an “ownership change” as defined in section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law. In general, an ownership change occurs when the ownership of the Company’s stock by 5 percent or more shareholders “5-percent shareholders” exceeds 50 percentage points within a three-year period. We have not conducted a Section 382 study to determine whether the use of our U.S. net operating losses is limited. We may have experienced ownership changes in the past, and we may experience ownership changes in the future, some of which are outside our control. This could limit the amount of net operating losses that we can utilize annually to offset future taxable income or tax liabilities.
| 10. | RELATED PARTY TRANSACTIONS |
Related party balances consisted of the following:
| As of | ||||||||
| September 30, 2021 | December 31, 2020 | |||||||
| Due to Porta Capital Limited (“Porta Capital”) | $ | $ | ||||||
| Due to Bru Haas (B) Sdn Bhd (“Bru Haas (B)”) | ||||||||
| Due to Bru Haas Sdn Bhd (“Bru Haas”) | ||||||||
| Due to Tila Network Limited (“Tila Network”) | ||||||||
| Due to Mr. Song Dai (“Mr. Song”) | ||||||||
| $ | $ | |||||||
Mr. Song is the director and major shareholder of the Company, and he is also the major shareholder of Porta Capital, Bru Haas (B), Bru Haas, and Tila Network. Amount due to these related companies are those trade and nontrade payables arising from transactions between the Company and the related companies, such as advances made by the related companies on behalf of the Company, and advances made by the Company on behalf of the related companies. Those advances are unsecured, non-interest bearing and have no fixed terms of repayment.
The advances from Mr. Song is mainly for working capital purpose. The advances are unsecured, non-interest bearing and have no fixed terms of repayment.
In the ordinary course of business, during the three and nine months ended September 30, 2021 and 2020, the Company involved with certain transactions, either at cost or current market prices and on the normal commercial terms among related parties.
| 21 |
For the three months ended September 30, 2021
and 2020, the Company paid research and development consulting fee to Porta Capital of $
For the three months ended September 30, 2021
and 2020, the Company paid Matchroom platform server rent expense to Porta Capital of $
For the nine months ended September 30, 2021 and
2020, the Company paid research and development consulting fee to Porta Capital of $
For the nine months ended September 30, 2021 and
2020, the Company paid Matchroom platform server rent expense to Porta Capital of $
For the three months ended September 30, 2021
and 2020, the Company paid $
For the nine months ended September 30, 2021 and
2020, the Company paid $
Both platform server rent expense and network bandwidth expense are recorded in the cost of revenue.
| 11. | CONCENTRATIONS OF RISK (RESTATED) |
The Company is exposed to the following concentrations of risk:
| (a) | Major customers |
For the three months ended September 30, 2021, the individual customer who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at period-end dates, are presented as follows:
| Three months ended September 30, 2021 | September 30, 2021 | |||||||||||||||
Customers | Revenues | Percentage of revenues | Accounts receivable | |||||||||||||
| Customer A | $ | $ | ||||||||||||||
| Customer B | ||||||||||||||||
| Total: | $ | Total: | $ | |||||||||||||
For the nine months ended September 30, 2021, the individual customer who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at period-end dates, are presented as follows:
| Nine months ended September 30, 2021 | September 30, 2021 | |||||||||||||||
Customers | Revenues | Percentage of revenues | Accounts receivable | |||||||||||||
| Customer A | $ | $ | ||||||||||||||
| Customer B | ||||||||||||||||
| Total: | $ | Total: | $ | |||||||||||||
| 22 |
For the three and nine months ended September 30, 2020, the individual customer who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at period-end dates, are presented as follows:
| Three months ended September 30, 2020 | September 30, 2020 | |||||||||||||||
Customers | Revenues | Percentage of revenues | Accounts receivable | |||||||||||||
| Customer A | $ | $ | ||||||||||||||
| Customer B | ||||||||||||||||
| Total: | $ | Total: | $ | |||||||||||||
| Nine months ended September 30, 2020 | September 30, 2020 | |||||||||||||||
Customers | Revenues | Percentage of revenues | Accounts receivable | |||||||||||||
| Customer A | $ | $ | ||||||||||||||
| Customer B | ||||||||||||||||
| Customer C | ||||||||||||||||
| Total: | $ | Total: | $ | 16,981 | ||||||||||||
| (b) | Economic and political risk |
The Company’s major operations are conducted in Hong Kong and Malaysia. Accordingly, the political, economic, and legal environments in Hong Kong and Malaysia, as well as the general state of Hong Kong and Malaysia’s economy may influence the Company’s business, financial condition, and results of operations.
| (c) | Exchange rate risk |
The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD and MYR converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
| (d) | Concentration of credit risk |
Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of cash. The Company maintains cash with various financial institutions
in Hong Kong and Malaysia. Cash are maintained with high credit quality institutions, the composition and maturities of which
are regularly monitored by management. The Hong Kong Deposit Protection Board and Perbadanan Insurans Deposit Malaysia (“PIDM”)
pays compensation up to a limit of HK$
| 23 |
| 12. | COMMITMENTS AND CONTINGENCIES |
The Company from time to time may be involved in legal proceedings and disputes arising in the normal course of business. The Company believes that there are no material claims or actions pending or threatened against the Company.
On April 28, 2021, the Company entered into a financial advisory agreement, (“the agreement”) with Maxim Group, LLC (“Maxim”), a leading full-service investment banking, securities and wealth management firm, pursuant to which Maxim will provide certain advisory services including strategic corporate planning, capitalization, and marketing. Additionally, Maxim, will advise the Company with respect to its objective to list on a national securities exchange. As consideration for Maxim’s services pursuant to the agreement, the Company agreed to issue restricted shares of the Company’s common stock to Maxim equal to 2% of the outstanding shares of the Company’s Common Stock. As mentioned in Note 7, the Company issued restricted shares, 1% of the outstanding shares of the common stock, upon execution of the agreement. Under the terms of the agreement, the Company is committed to issue additional restricted shares of 1% of the outstanding shares of its common stock upon a successful listing of the Company’s common stock to a national exchange (NASDAQ or NYSE).
| 13. | SUBSEQUENT EVENTS |
On October 6, 2021, the Company entered into an agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), in which the Company has the right, but not the obligation, to direct Lincoln Park to purchase up to $15,000,000 of common stock, with 100,000 shares of Common Stock on such business day, at a purchase price per share that will be determined and fixed in accordance with the Purchase Agreement at the time we deliver such written notice to Lincoln Park (each, a “Regular Purchase”), provided, however, that the maximum number of shares we may sell to Lincoln Park in a Regular Purchase may be increased to (i) up to 150,000 shares, provided that the closing sale price of the Common Stock on the applicable purchase date is not below $0.50, (ii) up to 200,000 shares, provided that the closing sale price of the Common Stock on the applicable purchase date is not below $0.75, and (iii) up to 250,000 shares, provided that the closing sale price of the Common Stock on the applicable purchase date is not below $1.00, in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement; provided, however, that Lincoln Park’s maximum purchase commitment in any single Regular Purchase may not exceed $25,000, unless the daily median dollar volume of the Common Stock for the 20 trading-day period preceding the applicable purchase date exceeds $50,000, at which time Lincoln Park’s maximum purchase commitment in any single Regular Purchase may not exceed $500,000. The purchase price per share of Common Stock sold in each such Regular Purchase, if any, will be based on prevailing market prices of the Common Stock immediately preceding the time of sale as computed under the Purchase Agreement. As consideration for Lincoln Park’s irrevocable commitment to purchase shares of the Company’s Common Stock upon the terms of and subject to satisfaction of the conditions set forth in the Purchase Agreement, the Company agreed to issue 1,003,378 shares of its Common Stock to Lincoln Park as commitment shares, and up to 1,003,378 additional shares of Common Stock on a pro rata basis as Lincoln Park purchases up to its $15,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The right of the Company to commence sales under the Purchase Agreement is subject to the satisfaction of certain conditions including but not limited to a Registration Statement covering the resale of the shares being declared effective under the Securities Act by the SEC, and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of the Company’s common stock if those shares, when aggregated with all other shares of common stock then beneficially owned by Lincoln Park (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in Lincoln Park beneficially owning more than 4.99% of the outstanding shares of the Company’s common stock.
| 24 |
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Disclaimer Regarding Forward Looking Statements
Our Management’s Discussion and Analysis or Plan of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Company Overview
The following discussion should be read in conjunction with the interim unaudited condensed consolidated financial statements and the notes thereto, which are set forth in Item 1 of this report.
The Company operates within the Esports industry and derives revenue from esports tournament management and team services. The Company offers tournament management services to their customers, whereby they are engaged to provide the service of managing and hosting a tournament of the customer’s choice. The Company provides the required manpower and skills to host and manage an esports tournament on their own Matchroom.net platform or on the platform of the customer. Apart from hosting the tournaments of other customers, the Company also hosts and managed their own internally held tournaments. The Company will obtain sponsorship agreements with other third-party entities whereby the Company commits to deliver certain sponsor and promotional services in exchange for consideration.
COVID-19
As discussed in more detail throughout this Quarterly Report on Form 10-Q/A for the nine months ended September 30, 2021 (this “Quarterly Report”), we have experienced business disruptions resulting from efforts to contain the rapid spread of the novel coronavirus (“COVID-19”), including the vast mandated self-quarantines of customers and closures of non-essential business throughout the United States and internationally.
The COVID-19 pandemic has adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. From March 2020, the Malaysian Prime Minister has issued a number of Movement Control Orders (MCO), which reduced movement within Malaysia and cancelled to various extents all non-essential travel and limited travel from outsiders deemed as non-essential. The MCO remains in place to date.
In the third quarter of 2021, the COVID-19 pandemic continues to adversely impact many different industries. The ongoing COVID-19 pandemic could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the extent and the duration of the impact of COVID-19. The COVID-19 pandemic therefore presents material uncertainty and risk with respect to us and our performance and could materially affect our financial results in an adverse way.
We expect the evolving COVID-19 pandemic to continue to have an adverse impact on our business and results of operations, as the ongoing pandemic is likely to continue to depress economic activity and reduce the demand for our products and services, as well as disrupt supply chains. Although the duration and severity of the COVID-19 pandemic, and resulting economic impacts, remain uncertain, we expect that our business operations and results of operations, will be adversely impacted through 2021, and possibly longer.
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In these challenging and unprecedented times, management is taking all necessary and appropriate action to maximize liquidity as the Company navigates the current landscape. These actions include significantly reducing operating expenses and the elimination of all non-essential spending and capital expenditures.
Going concern
The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these consolidated financial statements.
As of September 30, 2021, the Company had $18,958 in cash, working capital deficit of $4,289,656 and accumulated deficit of $6,477,377. The Company incurred a continuous loss of $3,999,258 during the nine months ended September 30, 2021. The Company believes that its current level of cash are not sufficient to fund its operations and obligations without additional financing. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.
The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its stockholders and related parties. The Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations for one year from the date of the filing of the financial statements.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
Overview and Outlook
The following comparative analysis on results of operations was based primarily on the comparative unaudited condensed consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report .
The Company has restated its previously reported unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2021 due to improper recognition of revenue and under accrued cost of revenue. The correction of the error reduced revenue recognized during the three and nine months ended September 30, 2021 and the accounts receivable as of September 30, 2021 correspondingly. In addition, the correction of the error increased the cost of revenue for the three and nine months ended September 30, 2021 and the accrued liabilities and other payables as of September 30, 2021 correspondingly.
Three months ended September 30, 2021, compared to the three months ended September 30, 2020
During the three months ended September 30, 2021 and 2020, the following customers accounted for 10% or more of our total net revenues:
| Three months ended September 30, 2021 | September 30, 2021 | |||||||||||||||
Customers | Revenues | Percentage of revenues | Accounts receivable | |||||||||||||
| Customer A | $ | 5,149 | 34% | $ | 3,538 | |||||||||||
| Customer B | 5,514 | 37% | 8,547 | |||||||||||||
| Total: | $ | 10,663 | 71% | Total: | $ | 12,085 | ||||||||||
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| Three months ended September 30, 2020 | September 30, 2020 | |||||||||||||||
Customers | Revenues | Percentage of revenues | Accounts receivable | |||||||||||||
| Customer A | $ | 5,250 | 30% | $ | 1,724 | |||||||||||
| Customer B | 12,064 | 69% | 15,257 | |||||||||||||
| Total: | $ | 17,314 | 99% | Total: | $ | 16,981 | ||||||||||
All of our major customers are located in Malaysia, India and Philippines
Revenue decreased by 13.8% to $14,980 for the three months ended September 30, 2021, from $17,387 for the three months ended September 30, 2020. The decrease in revenue is mainly due to delays in advancing contracts with customers.
Cost of revenue increased by 619.8% to $188,728 for the three months ended September 30, 2021, from $26,221 for the three months ended September 30, 2020. The increase in cost of revenue is due to the increase in network bandwidth expenses, direct labor costs to white label project, and Matchroom online event costs in tournament streaming as there were more subscribers during the three months ended September 30, 2021.
General and administrative expenses increased by 3,693.3% to $3,112,710 for the three months ended September 30, 2021, from $82,059 for the three months ended September 30, 2020. The increase in general and administrative expenses is mainly attributable from the increase in stock based compensation of $2,754,012 as the Company issued common stocks for consultancy services rendered during the three months ended September 30, 2021.
Net loss increased 2,824.8% to $3,294,981 for the three months ended September 30, 2021, from net loss of $112,657 for the three months ended September 30, 2020. The increase in net loss is mainly attributed from the increase in stock-based compensation.
Nine months ended September 30, 2021 compared to the nine months ended September 30, 2020
During the nine months ended September 30, 2021 and 2020, the following customers accounted for 10% or more of our total net revenues:
| Nine months ended September 30, 2021 | September 30, 2021 | |||||||||||||||
Customers | Revenues | Percentage of revenues | Accounts receivable | |||||||||||||
| Customer A | $ | 15,469 | 36% | $ | 3,538 | |||||||||||
| Customer B | 8,508 | 19% | 8,547 | |||||||||||||
| Total: | $ | 23,977 | 55% | Total: | $ | 12,085 | ||||||||||
| Nine months ended September 30, 2020 | September 30, 2020 | |||||||||||||||
Customers | Revenues | Percentage of revenues | Accounts receivable | |||||||||||||
| Customer A | $ | 35,807 | 56% | $ | 1,724 | |||||||||||
| Customer B | 15,101 | 23% | 15,257 | |||||||||||||
| Customer C | 9,991 | 15% | – | |||||||||||||
| Total: | $ | 60,899 | 94% | Total: | $ | 16,981 | ||||||||||
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All of our major customers are located in Malaysia, India and Philippines.
Revenue decreased by 32.6% to $43,446 for the nine months ended September 30, 2021, from $64,464 for the nine months ended September 30, 2020. The decrease in revenue is mainly due to delays in advancing contracts with customers.
Cost of revenue increased by 283.8% to $393,278 for the nine months ended September 30, 2021, from $102,472 for the nine months ended September 30, 2020. The increase in cost of revenue is due to the increase in network bandwidth expenses, direct labor costs for white label project, and Matchroom online event costs in tournament streaming as there are more subscribers during the nine months ended September 30, 2021.
General and administrative expenses increased by 1,202.7% to $3,623,303 for the nine months ended September 30, 2021, from $278,158 for the nine months ended September 30, 2020. The increase in general and administrative expenses is mainly attributable from the increase in stock based compensation of $2,754,012 as the Company issued common stocks for consultancy services rendered during the nine months ended September 30, 2021.
Net loss increased 1,119.7% to $3,999,358 for the nine months ended September 30, 2021, from net loss of $327,884 for the nine months ended September 30, 2020. The increase in net loss is mainly attributed from the increase in stock-based compensation.
Liquidity and Capital Resources
As of September 30, 2021, we had cash of $18,958, accounts receivable of $12,085, deposit and other receivables of $11,051. Such cash amount and other sources of liquidity are not sufficient to support our operation in the next twelve months. The Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. In the absence of such financing, our business will likely fail.
| Nine Months Ended September 30 | ||||||||
| 2021 | 2020 | |||||||
| Net cash used in operating activities | $ | (996,163 | ) | $ | (190,074 | ) | ||
| Net cash used in investing activities | (153,760 | ) | (2,286 | ) | ||||
| Net cash provided by financing activities | 1,121,183 | 252,234 | ||||||
Net Cash Used In Operating Activities
For the nine months ended September 30, 2021, net cash used in operating activities was $996,163, which consisted primarily of a net loss of $3,999,258, an increase in deposit and other receivables of $8,364, a decrease in operating lease liabilities of $3,872, and offset by depreciation on plant and equipment of $13,850, amortization on intangible assets of $134,787, right of use amortization of $3,801, stock based compensation of $2,754,012, a decrease in accounts receivable of $7,603, an increase in accrued liabilities and other payables of $38,080, and an increase in accrued compensation payable to officers and directors of $63,228.
For the nine months ended September 30, 2020, net cash used in operating activities was $190,074, which consisted primarily of a net loss of $327,884, a decrease in accrued liabilities and other payables of $52,769, a decrease in operating lease liabilities of $3,725 and offset by depreciation on plant and equipment of $3,100, right of use amortization of $3,693, a decrease in account receivables of $65,749, a decrease in deposit and other receivables of $26,831, an increase in accounts payable of $33,289, and an increase in accrued compensation payable to officers and directors of $61,642.
We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, to finance our operations and future acquisitions.
Net Cash Used In Investing Activities.
For the nine months ended September 30, 2021 and 2020, net cash used in investing activities was $153,760 and $2,286, respectively which consisted primarily of purchase of plant and equipment.
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Net Cash Provided by Financing Activities.
For the nine months ended September 30, 2021 and 2020, net cash provided by financing activities was $1,121,183 and $252,234, respectively which consisted primarily of advances from related parties.
Off-Balance Sheet Arrangements
We have not entered any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity. Moreover, we do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
Critical Accounting Policies and Estimates
The preparation of unaudited condensed consolidated financial statements requires management to make estimates and assumptions that impact amounts reported therein. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see the notes to consolidated financial statements included in the Form 10-K for the year ended December 31, 2020, as well as Note 4 to our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2021.
During the three and nine months ended September 30, 2021, there were no significant changes in our accounting policies and estimates to our unaudited condensed consolidated financial statements.
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4 Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Management identified a material weakness in our internal control over financial reporting related to the error on accounting for revenue. This material weakness resulted in material misstatements to the unaudited condensed consolidated financial statements as of and for the period ending September 30, 2021. Additionally, this material weakness could result in further misstatements to the annual or interim consolidated financial statements that would not be prevented or detected.
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Remediation Plan
Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for revenue related transactions and contracts with our customers and ASC 606. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, and therefore has no significant impact on the company’s financial report nor internal control. Under the new ownership and management, accounting officer will provide monthly, quarterly, semi-annually, annually financial statements to our shareholders, CPA, and corporate management to ensure accurate financial activities recorded.
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PART II – OTHER INFORMATION
ITEM 1 Legal Proceedings
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
ITEM 1A Risk Factors
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
During the nine months ended September 30, 2021, we did not issue any unregistered securities:
ITEM 3 Defaults Upon Senior Securities
There have been no events which are required to be reported under this Item.
ITEM 4 Mine Safety Disclosures
There have been no events which are required to be reported under this Item.
ITEM 5 Other Information
On August 23, 2021, the Financial Industry Regulatory Authority (FINRA) approved the change of name of the Company from Blow & Drive Interlock Corp to Leet Technology Inc., and the trading symbol of the Company from BDIC to LTES.
On October 6, 2021, the Company entered into an agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), in which the Company has the right, but not the obligation, to direct Lincoln Park to purchase up to $15,000,000 of common stock, with 100,000 shares of Common Stock on such business day, at a purchase price per share that will be determined and fixed in accordance with the Purchase Agreement at the time we deliver such written notice to Lincoln Park (each, a “Regular Purchase”), provided, however, that the maximum number of shares we may sell to Lincoln Park in a Regular Purchase may be increased to (i) up to 150,000 shares, provided that the closing sale price of the Common Stock on the applicable purchase date is not below $0.50, (ii) up to 200,000 shares, provided that the closing sale price of the Common Stock on the applicable purchase date is not below $0.75, and (iii) up to 250,000 shares, provided that the closing sale price of the Common Stock on the applicable purchase date is not below $1.00, in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement; provided, however, that Lincoln Park’s maximum purchase commitment in any single Regular Purchase may not exceed $25,000, unless the daily median dollar volume of the Common Stock for the 20 trading-day period preceding the applicable purchase date exceeds $50,000, at which time Lincoln Park’s maximum purchase commitment in any single Regular Purchase may not exceed $500,000. The purchase price per share of Common Stock sold in each such Regular Purchase, if any, will be based on prevailing market prices of the Common Stock immediately preceding the time of sale as computed under the Purchase Agreement. As consideration for Lincoln Park’s irrevocable commitment to purchase shares of the Company’s Common Stock upon the terms of and subject to satisfaction of the conditions set forth in the Purchase Agreement, the Company agreed to issue 1,003,378 shares of its Common Stock to Lincoln Park as commitment shares, and up to 1,003,378 additional shares of Common Stock on a pro rata basis as Lincoln Park purchases up to its $15,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of the Company’s common stock if those shares, when aggregated with all other shares of common stock then beneficially owned by Lincoln Park (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in Lincoln Park beneficially owning more than 4.99% of the outstanding shares of the Company’s common stock.
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ITEM 6 Exhibits
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | |
| 31.2* | Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer. | |
| 32.1* | Section 1350 Certification of Chief Executive Officer. | |
| 32.2* | Section 1350 Certification of Chief Accounting Officer. | |
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
*filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Leet Technology Inc. | ||
| Dated: April 15, 2022 | /s/ Ding Jung LONG | |
| Chief Executive Officer | ||
| Dated: April 15, 2022 | /s/ Kamal Hamidon | |
| Chief Financial Officer and Principal Accounting Officer | ||
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