EPGC ECom Products Group (CE)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2014

 

o  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:

 

Discount Coupons Corporation

(Exact name of Registrant as specified in its charter)

 

Florida		27-3261246
(State of incorporation)		(IRS Employer ID Number)

 

3225 S. Macdill Ave. Suite #129 - 198 Tampa, Florida 33629

(Address of principal executive offices)

 

Telephone (919) 610-4400 

(Registrant’s telephone number)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

All Correspondence to:

 

Craig A. Huffman, Esquire

Securus Law Group

13046 Racetrack Road, Number 243

Tampa, Florida 33626

Office: (888) 914-4144

Email: craig@securuslawgroup.com

 

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

 

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

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

 

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

 

As of November 24, 2014, there were 31,182,330 shares of common stock, par value $0.00001 per share, outstanding.

 

 

TABLE OF CONTENTS

 

		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Balance Sheets at September 30, 2014 (Unaudited) and December 31, 2013	3
	Statements of Operations for the three and nine months ended September 30, 2014 and 2013 (Unaudited) and from August 16, 2010 (Inception) to September 30, 2014 (Unaudited)	4
	Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (Unaudited) and from August 16, 2010 (Inception) to September 30, 2014 (Unaudited)	5
	Notes to financial statements	6
Item 1A.	Risk Factors	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 2.	Unregistered Sales of Equity Securities	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Signatures		26

 

 

DISCOUNT COUPONS CORPORATION
(a Development Stage Company)
Balance Sheets
		September 30,				December 31,
		2014				2013
		(Unaudited)
ASSETS
Current assets
Cash		$	12,893			$	5,172
Accounts receivable			11,726				-
Deposits and prepaids			41,505				16,349
Total current assets			66,124				21,521
Property and intangible assets, net of accumulated depreciation			73,936				31,821
Goodwill			421,187				374,241
Total assets		$	561,247			$	427,583
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable		$	237,222			$	249,773
Accrued expenses			211,530				216,459
Unearned revenue			3,367				-
Convertible bridge loans			116,000				119,000
Convertible notes payable			257,000				190,000
Total current liabilities			825,119				775,232
Stockholders' equity (deficit)
Preferred stock, $0.00001 par value, 2,000,000 shares authorized; no shares issued and outstanding			-				-
Common stock, $0.00001 par value; 50,000,000 shares authorized, 30,998,997 and 21,586,804 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively			310				217
Additional paid-in capital			10,759,459				7,588,510
Deficit accumulated during the development stage			(11,023,641	)			(7,936,376	)
Total stockholders' equity (deficit)			(263,872	)			(347,649	)
Total liabilities and stockholders' equity (deficit)		$	561,247			$	427,583

 

The accompanying notes are an integral part of these financial statements.

 

 

DISCOUNT COUPONS CORPORATION

(a Development Stage Company)

Statements of Operations

(Unaudited)

 

																		Period From August 16,
		For the Three Months Ended								For the Nine Months Ended								2010 (Inception) to
		September 30,								September 30,								September 30,
		2014				2013				2014				2013				2014
						Restated								Restated
Revenues:
Coupon revenues		$	10,747			$	9,025			$	20,699			$	32,214			$	278,863
Service revenues			28,935				-				114,679				-				145,521
Sales refunds			-				-				-				(20,000	)			(20,000	)
Total revenue			39,682				9,025				135,378				12,214				404,384
Cost of sales			-				-				(200	)			-				(28,119	)
Gross profit			39,682				9,025				135,178				12,214				376,265
Operating expenses:
Research and development			-				-				-				-				86,356
Professional fees			443,759				2,110,567				1,883,537				2,905,750				6,188,389
Selling			32,674				18,072				105,696				250,898				1,427,288
General and administrative			94,051				59,100				382,668				395,260				1,751,730
Total expenses			570,484				2,187,739				2,371,901				3,551,908				9,453,763
Net operating (loss)			(530,802	)			(2,178,714	)			(2,236,723	)			(3,539,694	)			(9,077,498	)
Other income (expense):
Interest expense			(576,038	)			(108,236	)			(807,809	)			(257,895	)			(1,316,870	)
Loss on extinguishment of debt			-				(662,958	)			-				(662,958	)			(662,958	)
Inducement expense			-				-				(49,370	)			-				(49,370	)
Forgiveness of accrued interest			120				76,419				6,637				76,419				83,055
Total other income (expense)			(575,918	)			(694,775	)			(850,542	)			(844,434	)			(1,946,143	)
Net (loss)		$	(1,106,720	)		$	(2,873,489	)		$	(3,087,265	)		$	(4,384,128	)		$	(11,023,641	)
Net loss per share, basic and fully diluted		$	(0.04	)		$	(0.16	)		$	(0.12	)		$	(0.33	)
Weighted average number of common shares outstanding, basic and fully diluted			28,456,192				17,700,408				26,735,729				13,363,563

 

 

The accompanying notes are an integral part of these financial statements.

 

 

DISCOUNT COUPONS CORPORATION
(a Development Stage Company)
Statements of Cash Flows
(Unaudited)
										Period From August 16, 2010
		For the Nine Months Ended								(Inception) to
		September 30,								September 30,
		2014				2013				2014
						Restated
Cash flows from operations
Net (loss)		$	(3,087,265	)		$	(4,384,128	)		$	(11,023,641	)
Adjustment to reconcile net loss to net cash used for operating activities:
Depreciation and amortization			17,185				9,910				56,516
Stock-based compensation			-				901,119				2,344,737
Stock, options and warrants issued for services			1,910,500				2,155,304				4,462,781
Stock issued in lieu of refund			-				20,000				20,000
Interest expense			807,809				213,505				1,240,147
Loss on extinguishment of debt			-				662,958				662,958
Inducement expense			49,370				-				49,370
Forgiveness of accrued interest			(6,637	)			(76,419	)			(83,056	)
Changes in operating assets and liabilities:
Accounts receivable			(11,726	)			-				(11,726	)
Deposits and prepaid expenses			(25,156	)			(6,600	)			(41,505	)
Deferred revenue			3,367				-				3,367
Accounts payable and accrued expenses			(17,480	)			90,514				373,696
Net cash used for operating activities			(360,033	)			(413,837	)			(1,946,355	)
Cash flows from investing activities
Net cash received in asset acquisition			2,754				45,233				47,987
Purchases of computer equipment and software			-				-				(37,150	)
Net cash provided by investing activities			2,754				45,233				10,837
Cash flows from financing activities
Proceeds from sale of treasury and common stock			7,500				196,000				839,111
Proceeds from borrowings on notes payable			363,500				175,750				1,126,500
Proceeds from exercise of stock options			-				-				800
Principal payments on notes payable			(6,000	)			(10,000	)			(18,000	)
Net cash provided by financing activities			365,000				361,750				1,948,411
Net increase (decrease) in cash			7,721				(6,854	)			12,893
Cash, beginning of period			5,172				84,187				-
Cash, end of period		$	12,893			$	77,333			$	12,893
Supplemental disclosures:
Cash paid during the period for:
Interest		$	-			$	-			$	-
Income taxes		$	-			$	-			$	-
Non-cash investing and financing transactions:
Common stock issued for asset acquisitions		$	9,000			$	-			$	390,241
Notes payable converted into common stock		$	348,500			$	-			$	858,002

 

The accompanying notes are an integral part of these financial statements.

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

1.	Nature of operations

 

Discount Coupons Corporation (the “Company”, “we”, “us” or “our”) provides web-based advertising and promotion services to the business and consumer community through various websites.  Revenue is generated from the sale of discount coupons from its merchant clients to customers registering on the website to receive offers via e-mail.  The Company operates globally via the Internet.  The Company also manages other daily deal websites for a percentage of revenue.

 

The Company is a Florida corporation and was organized in August, 2010.  Through September 30, 2014, the Company has been primarily engaged in developing its website and a base of merchant voucher offerings for consumer consumption, recruiting personnel, raising capital, and identifying similar companies for acquisition.

 

The Company is a new enterprise in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities.  This stage is characterized by significant expenditures for the design and development of the Company’s offerings.  Once the Company’s planned principal operations commence, its focus will be on marketing vouchers to the general public through direct marketing and third-party partnerships and affiliations.

 

2.	Going concern

 

The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  Since inception, the Company has primarily devoted its efforts to the development and implementation of its web-based business.  Operations have been funded through the private placement of equity securities and debt financing.  These successful funding efforts have allowed the Company to reach its current state of development despite incurring losses typical with an emerging technology company.  At September 30, 2014, the Company had $12,893 in cash and $758,995 in negative working capital.  Additionally, for the nine months ended September 30, 2014, the Company incurred a net loss of $3,087,265 and has an accumulated deficit of $11,023,641 at September 30, 2014.

 

Management anticipates incurring additional losses prior to reaching a positive operating cash flow and intends to finance its operations through additional notes payable and equity funding.  Significant additional funding is needed. The Company is in the process of raising capital but there are no assurances such funding will be available.

 

If adequate funding cannot be obtained, the Company may be unable to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

3.	Basis of presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and Rule 8.03 of Regulation S-X. The accompanying condensed financial statements do not include all of the information and notes required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine-months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the related disclosures.  Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s significant accounting estimates include accounting for stock based compensation and the valuation and impairment of intangible assets and goodwill.

 

Restatement

 

The Company has restated its financial statements for the three and nine months ended September 30, 2013 (see Note 12).

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

Loss Per Common Share

 

The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic earnings per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding.  During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. The Company’s common stock equivalents are as follows:

 

		For The Nine Months Ended September 30,
		2014				2013
Common shares indexed to stock options			13,191,641				6,083,746
Common shares indexed to warrants			6,031,801				2,441,840
Common shares indexed to convertible instruments			741,000				766,000
			19,964,442				9,291,586

  

Recently issued Accounting Pronouncements

 

The Company does not believe that any recently issued or proposed accounting pronouncements not yet adopted will have a material impact on the financial statements.

 

4.	Equipment and software

 

Computer equipment and intangible assets, net, consisted of the following:

 

		September 30,				December 31,
		2014				2013
Office equipment		$	896			$	896
Purchased mailing lists and trademarks			93,300				34,000
Software			36,254				36,254
			130,450				71,150
Less:  accumulated depreciation and amortization			(56,514	)			(39,329	)
		$	73,936			$	31,821

 

Depreciation and amortization expense was $17,185 and $9,910 for the nine months ended September 30, 2014 and 2013, respectively.

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

5.	Business Combinations

 

Go Charleston Deals, LLC

 

On March 31, 2014, the Company completed its acquisition of the operations of Go Charleston Deals, LLC (“GCD”), which operates a Daily Deal site focusing on merchants and clients in the Charleston, South Carolina market. The Company issued a $50,000 convertible note in exchange for GCD’s assets, which include mailing lists and other intangibles. In addition to the note, the company is contingently required to issue the following common stock consideration:

 

·         25,000 shares if GCD’s gross billings exceed $100,000 in the first 12 months after closing; plus

·         25,000 shares if GCD’s gross billings exceed $150,000 for the same 12 month period; plus

·         25,000 shares if GCD’s gross billings exceed $200,000 for the same 12 month period; plus

·         25,000 shares if GCD’s gross billings exceed $250,000 for the same 12 month period

 

The Company does not believe that it will be required to issue the additional shares. The gross billings for GCD for the six months since the date of acquisition amounted to $26,299.

 

All Deals Local, LLC

 

On March 31, 2014, the Company completed its acquisition of the operations of All Deals Local, LLC (“ADL”), a Daily Deal site focusing on merchants and clients in the Three Village/Port Jefferson area of Long Island, New York. The Company issued a $50,000 convertible note and 50,000 shares of common stock in exchange for ADL’s assets, which include cash, mailing lists and other intangibles. In addition to the note, the company is contingently required to issue the following common stock consideration:

 

·         25,000 shares if GCD’s gross billings exceed $75,000 in the first 12 months after closing; plus

·         25,000 shares if GCD’s gross billings exceed $100,000 for the same 12 month period;

 

The Company does not believe that it will be required to issue the additional shares. The gross billings for ADL for the six months since the date of acquisition amounted to $20,000.

 

The results of operations for GCD and ADL are included in the Statements of Operations from the date of acquisition. In connection with these transactions, the consideration paid, the assets acquired, and the liabilities assumed were recorded at fair value on the date of acquisition, as summarized in the following table.

 

		GCD				ADL
Fair value of total consideration paid:
Common stock issued upon closing (1)		$	-			$	9,000
Convertible note			50,000				50,000
			50,000				59,000
Fair value of identifiable assets acquired:
Intangible assets (mailing lists)			32,600				26,700
Cash			-				2,754
Total assets acquired			32,600				29,454
Fair value of net identifiable assets (liabilities) acquired			32,600				29,454
Goodwill resulting from transaction		$	17,400			$	29,546

 

(1) The common stock issued to ADL was valued at $0.18 per share, which was the quoted market price on the date of acquisition.

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

5.	Business Combinations (continued)

 

Goodwill of $17,400 and $29,546 for GCD and ADL, respectively, was recorded after adjusting for the fair value of net identifiable assets acquired.  The goodwill from the acquisition represents the inherent long-term value anticipated from the synergies and business opportunities expected to be achieved as a result of the transaction. The intangible assets are being amortized over their estimated life, currently expected to be three years.

 

Our unaudited pro forma results of operations for the nine months ended September 30, 2014 as if the above acquisitions had occurred on January 1, 2014 are as follows. The pro forma information is not indicative of results that would have occurred or which may occur in the future:

 

REVENUE		$	146,812
NET LOSS		$	(3,075,832	)
NET LOSS PER SHARE		$	(0.12	)

  

6.	Convertible bridge loans

 

During the years ended December 31, 2013 and 2012, the Company issued $176,750 and $206,250, respectively, face value convertible bridge loans to investors (“Bridge Loans”). Of the aggregate $383,000 in Bridge Loans, $11,250 were loans from related parties. The Bridge Loans accrue interest at the rate of 10% per annum and had a maturity date of August 31, 2013.  The debt holders have the option to convert the Bridge Loans into common stock at a fixed conversion price of $0.50 per share. In connection with the Bridge Loans, the Company issued 771,600 common stock purchase warrants to acquire shares of its $0.00001 par value common stock at an exercise price of $0.50 per share. 

 

The Company evaluated the terms and conditions of the Bridge Loans and warrants under the guidance of ASC 815, Derivatives and Hedging. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a fixed number of shares being issuable under the arrangement. The instruments are convertible into a fixed number of shares and there are no down round anti-dilution protection features contained in the contracts. Additionally, the warrants did not contain any provisions or features that would preclude equity classification and may be settled with unregistered shares. The Company also evaluated if a beneficial conversion feature existed and determined that it was immaterial.

 

The following tables reflect the allocation of the proceeds of the Bridge Loans:

 

Convertible Bridge Loans		Face Value				Face Value				Totals
Proceeds		$	206,250			$	176,750			$	383,000
Paid-in capital (warrants)			(90,893	)			(77,149	)			(168,042	)
Initial Carrying value		$	115,357			$	99,601			$	214,958

 

Conversion of Bridge Loans

 

On August 31, 2013 (the maturity date), Bridge Loan holders with an aggregate principal balance of $262,000 converted their notes into 602,596 shares of common stock.

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

6.	Convertible bridge loans (continued):

 

Extension of Bridge Loans

 

The remaining principal balance of $121,000 was still outstanding as of the maturity date. The holders of these Bridge Loans agreed to extend the maturity date of their Bridge Loans to June 30, 2014 and reduce the conversion price of the Bridge Loans. These amendments gave rise to an extinguishment because the difference in cash flows was greater than 10%. As a result, the Company recorded a loss on extinguishment of debt in the amount of $111,209 in 2013. In addition, during December 2013, $2,000 of the principal was repaid.

 

During the nine months ended September 30, 2014, $3,000 of the principal was repaid. As of September 30, 2014 and December 31, 2013 the outstanding principal balance of the remaining convertible Bridge Loans amounted to $116,000 and $119,000, respectively. As of September 30, 2014 the outstanding Bridge Loans are in default. Interest expense on the Bridge Loans for the nine months ended September 30, 2014 amounted to $8,750. Accrued interest related to these loans amounted to $20,162 and $11,412 as of September 30, 2014 and December 31, 2013, respectively. As of September 30, 2014 and December 31, 2013, $10,000 of the outstanding loans was from a related party.

 

7.	Convertible notes payable

 

The following table illustrates the carrying values for the convertible notes payable as of September 30, 2014 and December 31, 2013:

 

		September 30,				December 31,
Convertible Notes Payable		2014				2013
Investor Loans issued in 2010 and 2011		$	142,000			$	190,000
Loans issued with business combinations			100,000				-
Investor Loans issued in 2014			15,000				-
Carrying value		$	257,000			$	190,000

 

Accrued interest related to convertible notes payable amounted to $34,266 and $26,943 as of September 30, 2014 and December 31, 2013, respectively.

 

Investor loans issued in 2010 and 2011

 

Between September 27, 2010 and July 21, 2011, the Company issued notes payable to third party investors with an aggregate face value of $447,500 (“Investor Loans”). In connection with the financing, the Company issued 1,062,375 shares of common stock. Of the aggregate $447,500 in Investor Loans, $88,333 were loans from related parties. The notes have a common maturity date of August 31, 2013, payable at face value plus accrued interest at maturity.  The notes accrue interest at the rate of 7% per annum.

 

The common stock issued in connection with financing was valued based on a relative fair value basis generating a debt discount in the amount of $224,063. Interest expense on the Investor Loans for the nine months ended September 30, 2014 and 2013 amounted to $7,832 and $80,192, respectively, including amortization of the discount of $0 and $59,337, respectively. As of August 31, 2013  the debt discount was fully amortized. During 2013, $10,000 of the principal was repaid.

 

Modification and conversion of investor loans in 2013

 

On August 31, 2013 (the maturity date), holders of investor loans with an aggregate principal balance of $247,500 agreed to add a conversion option to the contracts which provided that the principal balance of $247,500 would be convertible into 569,252 shares of common stock. This amounted to a conversion price of approximately $0.43 per share. Additionally, the holders agreed to forgive accrued interest amounting to $60,252. Under ASC 470-50-40-10, when a modification or an exchange of debt instruments adds a substantive conversion option, extinguishment accounting is required. As a result, the Company recorded a loss on extinguishment of debt amounting to $116,176 (the difference between the reacquisition price of $423,928 and the net carrying amount of $307,752 ). The $247,500 in principal was converted into 569,252 shares of common stock on August 31, 2013.

 

Extension of investor loans in 2013

 

The remaining principal balance of $200,000 was still outstanding as of the maturity date. The holders of these Investor Loans agreed to extend the maturity date  of their notes to June 30, 2014 and added a conversion option to the notes. These amendments gave rise to an extinguishment because of the addition of a conversion option. As a result, the Company recorded a loss on extinguishment of debt in the amount of $435,574 in 2013.

 

Modification and conversion of investor loans in 2014

 

On January 1, 2014, an Investor Loan holder with a principal balance of $5,000 agreed to an amendment that modified the conversion option as an inducement from $0.50 per share to a conversion option in which the principal balance of $5,000 would be convertible into 26,250 shares of common stock. This amounted to a conversion price of approximately $0.19 per share. As a result the Company recorded an inducement charge of in the amount of $1,194. The $5,000 in principal was converted into 26,250 shares of common stock on January 1, 2014

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

7.	Convertible notes payable (continued):

 

On February 18, 2014, an Investor Loan holder with a principal balance of $5,000 converted their note into 11,956 shares of common stock.

 

On March 31, 2014, an Investor Loan holder with a principal balance of $15,000 agreed to modified the conversion option as an inducement from $0.50 per share to a conversion option in which the principal balance of $15,000 would be convertible into 192,575 shares of common stock. This amounted to a conversion price of approximately $0.08 per share. As a result, the Company recorded an inducement charge in the amount of $17,019. The $15,000 in principal was converted into 192,575 shares of common stock on March 31, 2014.

 

On April 25, 2014, a Bridge Loan holder with a principal balance of $20,000 agreed to an amendment that modified the conversion option as an inducement from $0.15 per share to a conversion option in which the principal balance of $20,000 would be convertible into 297,331 shares of common stock. This amounted to a conversion price of approximately $0.07 per share. As a result, the Company recorded an inducement charge of $31,157. The $20,000 in principal was converted into 297,331 shares of common stock on April 25, 2014.

 

In addition to the conversions mentioned above, a principal payment in the amount of $3,000 was made during the nine months ended September 30, 2014. As of September 30, 2014 and December 31, 2013, the outstanding principal balance of the Investor Loans issued in 2010 and 2011 amounted to $142,000  and $190,000, respectively.

 

Loans issued in 2014 in connection with Business Combination

 

During the nine months ended September 30, 2014, the Company issued (i) a $50,000 face value convertible note as part of the consideration for the ADL business acquisition (“ADL Note”) and (ii) a $50,000 face value convertible note as part of the consideration for the GCD business acquisition (“GCD Note”). Both notes bear an interest rate of 10% and mature in September 2014. The note holders have the option to convert the notes into common stock at a fixed conversion price. The ADL Note has a conversion price of $0.50 per share whereas the GCD Note has a conversion price of $1.00 per share.

 

The Company evaluated the terms and conditions of the convertible notes under the guidance of ASC 815, Derivatives and Hedging. The conversion features met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a fixed number of shares issuable under the arrangement. The instruments were convertible into a fixed number of shares and there were no down round anti-dilution protection features contained in the contracts. The Company was required to consider whether the new hybrid contracts embodied a beneficial conversion feature (“BCF”). Neither of the notes resulted in a BCF because the conversion prices were not in the money on the inception dates.

 

As of September 30, 2014, the outstanding balance of the ADL Note and GCD Note was $100,000. Interest expense on the ADL Note and GCD Note for the nine months ended September 30, 2014 was $5,260. As of September 30, 2014, these notes are considered in default.

 

Investor Loans issued in 2014

 

The following table summarizes the activity related to the investor loans issued in 2014:

 

Investor Loans issued in 2014
Issued		$	363,500
Converted			(348,500	)
Outstanding as of September 30, 2014		$	15,000

  

During the nine months ended September 30, 2014, the Company issued various convertible notes for an aggregate face value of $363,500.  Each of the notes bear interest at 10% and mature two months after the date of issuance. The note holders have the option to convert the notes into common stock at a fixed conversion price. The Company also issued common stock, and in connection with some of the notes, common stock warrants, as prepaid interest expense. Of the $363,500 in convertible notes issued, holders of $348,500 in principal immediately converted their notes into common stock.

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

7.	Convertible notes payable (continued):

 

The Company evaluated the terms and conditions of the convertible notes under the guidance of ASC 815, Derivatives and Hedging. The conversion features met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a fixed number of shares issuable under the arrangement. The instruments were convertible into a fixed number of shares and there were no down round anti-dilution protection features contained in the contracts. The instruments issued in connection with the $363,500 convertible note financing are detailed in the following table:

 

											Prepaid Interest
Issue Date			Face Value (Proceeds)				Shares Indexed to Conversion Option				Shares Issued				Warrants Issued
February 1, 2014		$	50,000				500,000				100,000				-
April 1, 2014			15,000				75,000				200,000				-
April 1, 2014			6,000				74,000				12,000				-
April 11, 2014			7,000				86,000				14,000				-
April 15, 2014			7,000				111,000				14,000				-
April 22, 2014			10,000				80,000				20,000				-
April 24, 2014			2,000				25,000				4,000				-
April 28, 2014			10,000				123,000				20,000				-
April 29, 2014			5,000				61,428				10,000				-
May 21, 2014			1,500				22,000				3,000				-
June 17, 2014			10,000				122,857				20,000				-
June 30, 2014			50,000				614,286				100,000				714,285
July 1, 2014			10,000				122,857				20,000				142,857
July 3, 2014			5,000				61,428				10,000				71,429
July 3, 2014			1,000				12,500				2,000				14,286
July 9, 2014			50,000				614,286				100,000				714,286
July 9, 2014			5,000				61,428				10,000				71,428
July 14, 2014			10,000				122,857				20,000				142,857
July 30, 2014			24,000				252,000				48,000				300,000
August 14, 2014			25,000				307,142				50,000				357,142
August 18, 2014			50,000				614,286				100,000				714,286
August 21, 2014			3,000				24,000				6,000				15,000
September 18, 2014			7,000				102,667				14,000				50.000
		$	363,500				4,190,022				897,000				3,307,856

 

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

7.	Convertible notes payable (continued):

 

The Company was required to consider whether notes embodied a beneficial conversion feature (“BCF”). Certainof the notes resulted in a BCF because the conversion price was in the money on the inception date.

 

The allocation of proceeds related to the $363,500 convertible note financing is detailed in the following table:

 

						Prepaid Interest
Issue Date		Face Value (Proceeds)				Shares Issued				Warrants Issued				Total				Beneficial Conversion Feature				Convertible Notes
February 1, 2014		$	50,000			$	11,000				-			$	11,000			$	16,000			$	34,000
April 1, 2014			15,000				40,000				-				40,000				-				15,000
April 1, 2014			6,000				2,400				-				2,400				6,000				-
April 11, 2014			7,000				3,220				-				3,220				7,000				-
April 15, 2014			7,000				2,800				-				2,800				7,000				-
April 22, 2014			10,000				3,800				-				3,800				5,200				4,800
April 24, 2014			2,000				800				-				800				2,000				-
April 28, 2014			10,000				4,000				-				4,000				10,000				-
April 29, 2014			5,000				2,000				-				2,000				5,000				-
May 21, 2014			1,500				600				-				600				1,500				-
June 17, 2014			10,000				2,800				-				2,800				7,200				2,800
June 30, 2014			50,000				8,000			$	94,177				102,177				-				50,000
July 1, 2014			10,000				1,600				10,382				11,982				-				10,000
July 3, 2014			5,000				800				5,191				5,991				-				5,000
July 3, 2014			1,000				160				1,038				1,198				-				1,000
July 9, 2014			50,000				13,000				115,429				128,429				29,857				20,143
July 9, 2014			5,000				1,300				8,710				10,010				2,986				2,014
July 14, 2014			10,000				2,600				10,382				12,982				5,971				4,029
July 30, 2014			24,000				8,160				39,554				47,714				18,840				5,160
August 14, 2014			25,000				9,500				54,898				64,398				25,000				-
August 18, 2014			50,000				19,000				95,653				114,653				50,000				-
August 21, 2014			3,000				1,020				2,752				3,772				1,080				1,920
September 18, 2014			7,000				980				4,721				5,701				187				6,813
		$	363,500			$	139,540			$	442,887			$	582,427			$	200,821			$	162,679

 

The 897,000 shares of common stock and the 3,307,856 warrants issued to investors in connection with the above notes were accounted for as prepaid interest expense under the guidance of ASC 820-15-20. For the $348,500 in principal that was converted immediately after being issued, the $542,427 in related prepaid interest was charged to interest expense upon conversion. The $40,000 in prepaid interest related to the $15,000 note that was not converted was amortized over the life of the note, which matured on June 1, 2014. As of September 30, 2014, all prepaid interest was fully amortized.

 

The warrants issued in connection with the convertible notes were valued using a binomial model using the following inputs:

 

		Inputs
Linked common shares			3,307,856
Range of quoted market prices on valuation dates			$0.08 - $0.19
Contractual exercise price			$0.01
Expected term (years)			3.50
Market volatility			128.46%
Risk free rates using zero coupon US Treasury Security rates			0.87% - 1.06%

 

 

Interest expense on the Investor Loans issued in 2014 for the nine months ended September 30, 2014 was $784,117, of which $582,427 related to the amortization of prepaid interest, $200,821 related to the amortization of the beneficial conversion feature and $869 related to interest accrued on the note that was not immediately converted.

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

8.	Capital and treasury stock:

 

2014 stock transactions

 

During the nine months ended September 30, 2014:

 

·

the Company sold 12,500 shares of common stock for $0.60 per share;

 

·

the Company issued 3,810,772 shares of common stock in exchange for services of which 1,625,000 shares were issued to employees and 2,185,772 shares were issued to consultants.  The shares issued to employees for services were valued based on the market price on the date of grant and are being expensed over the service periods. The shares issued to consultants were initially valued at the market price on the date of the grant with the value adjusted periodically if material and are being expensed over the service periods. The aggregate value of the shares issued for services was $1,109,720 of which $676,000 was issued for future services.

 

·

the Company issued 50,000 shares of stock for asset acquisitions, which were valued at the market price of $0.18 per share or $9,000.

 

·

the Company issued 897,000 shares of stock in connection with multiple note purchase agreements as describe in Note 7, which were valued at $139,540 based on the market prices on the inception dates of the notes.

 

·

the Company issued 4,641,921 shares of common stock in exchange for the conversion of loans with a face value of $393,500.

 

9.	Stock options

 

At September 30, 2014 and December 31, 2013, 14,533,746 and 6,083,746 options were exercisable at a weighted average price of approximately $0.11 and $0.27, respectively.

 

The following is a summary of all option activity through September 30, 2014:

 

										Average
		Number of				Weighted				Remaining
		Options				Average				Term
		Outstanding				Price				(in years)
Options outstanding at December 31, 2013			6,083,746				0.27				8.0
Granted in 2014			7,107,895				0.01				7.0
Exercised			-				-
Options outstanding at September 30, 2014			13,191,641			$	0.11				7.5
Exercisable at September 30, 2014			13,191,641			$	0.11				7.5

 

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

9.	Stock options (continued)

  

Options Outstanding and Exercisable
				Number				Weighted
				Outstanding				Average				Weighted
				at				Remaining				Average
Exercise				September 30,				Contractual				Exercise
Price				2014				Life				Price
$	0.01				7,107,895				7.0				0.01
$	0.08				1,125,746				7.8				0.08
$	0.20				1,993,000				6.9				0.20
$	0.38				2,965,000				8.8				0.38
					13,191,641				7.4			$	0.11

 

During the nine months ended September 30, 2014, the Company issued 7,107,895 options in lieu of payment for accrued payroll amounting to $226,506. All the options have an exercise price of $0.01, vest immediately and have a seven year term. No stock options were exercised during the nine months ended September 30, 2014 or the year ended December 31, 2013.  Cash flows resulting from excess tax benefits are classified as part of cash flows from financing activities.  Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to the compensation cost for such options. 

 

10.

Warrants

 

During the year ended December 31, 2013, the Company issued 359,100 warrants in conjunction with short-term notes described in Note 6 and 30,000 warrants for consulting services  during the year ended December 31, 2013. In addition, we have 992,740 warrants outstanding that were issued in 2012 and prior years. During the nine months ended September 30, 2014, 3,307,856 warrants were issued in connection with a note purchase agreement, which is described in Note 7. Additionally, during the nine months ended September 30, 2014, the Company issued 1,342,105 warrants to consultants in lieu of $51,000 in future services. The $51,000 in future services is recorded in prepaid expenses. No warrants were exercised during the nine months ended September 30, 2014 or the year ended December 31, 2013. All of the warrants are currently exercisable and are accounted for as equity instruments. The following table summarizes the warrants outstanding at September 30, 2014: 

 

Warrants Outstanding and Exercisable
				Number
				Outstanding
				at
Exercise				September 30,
Price				2014				Expiration
$	0.50				801,600				August 31, 2019
$	0.38				580,240				January 20, 2020
$	0.01				4,649,961				July 20, 2021
					6,031,801

 

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

11.	Related-party transactions

 

During the nine months ended September 30, 2014, the Company issued a $50,000 face value convertible note to its Chief Operating Officer. The note was converted into 500,000 shares of common stock during the period. Additionally, during the nine months ended September 30, 2014, the Company issued a $2,000 face value convertible note to a relative of the President. The note was converted into 25,000 shares of common stock during the period. (See Note 7).

 

12.	Restatement of Financial Statements

 

The Company has made adjustments to its financial statements for the nine and three months ended September 30, 2013 due to adjustments arising from the re-audit of the Company’s financial statements from inception (August 16, 2010) through December 31, 2012. The re-audit of the Company’s financial statements from inception (August 16, 2010) through December 31, 2012 is detailed in the annual report on Form 10-K filed on August 8, 2014. The re-audit of the financial statements from inception (August 16, 2010) through December 31, 2012 resulted in adjustments made the financial statements for the nine and three months ended September 30, 2013. The adjustments related to the valuation of common stock, stock-based compensation and warrants.

 

The comparative periods presented in the current quarterly report on Form 10-Q are the (i) the statement of operations for the nine and three months ended September 30, 2013 and (iii) the statement of cash flows for the nine months ended September 30, 2013. The affects of the restatement for these periods are summarized below. The following table presents the statement of operations as previously reported, restatement adjustments and the statement of operations as restated for the nine months ended September 30, 2013:

 

		Previously Reported				Restatement Adjustments				Restated
Revenues:
Coupon revenue		$	32,214			$	-			$	32,214
Sales refunds			(20,000	)			-				(20,000	)
Gross profit			12,214				-				12,214
Operating expenses:
Professional fees (1)			2,073,600				832,150				2,905,750
Selling (2)			252,486				(1,588	)			250,898
General and administrative (2)			397,717				(2,457	)			395,260
Total expenses			2,723,803				828,105				3,551,908
Net operating (loss)			(2,711,589	)			(828,105	)			(3,539,694	)
Other income (expense):
Interest expense (3)			(79,075	)			(178,820	)			(257,895	)
Loss on extinguishment of debt (4)			-				(662,958	)			(662,958	)
Forgiveness of accrued interest (4)			-				76,419				76,419
Total other income (expense)			(79,075	)			(765,359	)			(844,434	)
Net (loss)		$	(2,790,664	)		$	(1,593,464	)		$	(4,384,128	)
Net loss per weighted share, basic and fully diluted		$	(0.21	)						$	(0.33	)
Weighted average number of common shares outstanding, basic and fully diluted			13,363,563								13,363,563

 

(1)

The restatement adjustment to professional fees relates to the issuance of warrants for services which was not previously valued, which amounted to $15,000. Additionally, $750 which was originally recorded as warrants issued for services in error was reclassified. The remaining $817,900 of adjustments related to stock issued for services which was originally misclassified in prepaid expenses as well as improperly valued

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

12.	Restatement of Financial Statements (continued):

 

(2)	The adjustments to selling and general and administrative expenses related to misclassifications.
(3)	The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock were revalued.
(4)	The restatement adjustments to loss on extinguishment of debt and forgiveness of accrued interest related to loans that were modified that were not previously accounted for properly. These modifications are described in Note 7.

 

The following table presents the statement of operations as previously reported, restatement adjustments and the statement of operations as restated for the three months ended September 30, 2013:

 

		Previously Reported				Restatement Adjustments				Restated
Revenues:
Coupon revenue		$	9,025			$	-			$	9,025
Sales refunds			-				-				-
Gross profit			9,025				-				9,025
Operating expenses:
Professional fees (1)			1,292,668				817,899				2,110,567
Selling			19,660				(1,588	)			18,072
General and administrative			61,557				(2,457	)			59,100
Total expenses			1,373,885				813,854				2,187,739
Net operating (loss)			(1,364,860	)			(813,854	)			(2,178,714	)
Other income (expense):
Interest expense (2)			(23,630	)			(84,606	)			(108,236	)
Loss on extinguishment of debt			-				(662,958	)			(662,958	)
Forgiveness of accrued interest			-				76,419				76,419
Total other income (expense)			(23,630	)			(671,145	)			(694,775	)
Net (loss)		$	(1,388,490	)		$	(1,484,999	)		$	(2,873,489	)
Net loss per weighted share, basic and fully diluted		$	(0.08	)						$	(0.16	)
Weighted average number of common shares outstanding, basic and fully diluted			17,700,408								17,700,408

  

(1)	The restatement adjustment to professional fees related to stock issued for services which was originally misclassified in prepaid expenses as well as improperly valued.

 

(2)	The adjustments to selling and general and administrative expenses related to misclassifications.

 

(3)	The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock were revalued.

 

(4)	The restatement adjustments to loss on extinguishment of debt and forgiveness of accrued interest related to loans that were modified that were not previously accounted for properly. These modifications are described in Note 7.

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

12.	Restatement of Financial Statements (continued):

 

The following table presents the statement of cash flows as previously reported, restatement adjustments and the statement of cash flows as restated for the nine months ended September 30, 2013:

 

		Previously Reported				Restatement Adjustments				Restated
Cash flows from operating activities:
Net loss		$	(2,790,664	)		$	(1,593, 464	)		$	(4,384,128	)
Adjustment to reconcile net loss to net cash used for operating activities:
Depreciation and amortization			9,285				625				9,910
Stock based compensation			817,550				83,569				901,119
Stock, options and warrants issued for services			2,497,750				(342,446	)			2,155,304
Stock issued in lieu of refund			20,000				-				20,000
Interest expense			34,619				178,886				213,505
Loss on extinguishment of debt			-				662,958				662,958
Forgiveness of accrued interest			-				(76,419	)			(76,419	)
Changes in operating assets and liabilities:
Deposits and prepaid expenses			(1,162,847	)			1,156,247				(6,600	)
Accounts payable and accrued expenses			90,514				-				90,514
Net cash used for operating activities			(483,793	)			69,956				(413,837	)
Cash flows from investing activities:
Net cash received in asset acquisition			45,233				-				45,233
Purchases of computer equipment and software			(6,474	)			6,474
Net cash provided by investing activities			38,759				6,474				45,233
Cash flows from financing activities:
Proceeds from sale of common stock			196,000				-				196,000
Payments of accrued interest with common stock			76,430				(76,430	)			-
Net proceeds from borrowings on notes payable			175,750				-				175,750
Principal payments on notes payable			(10,000	)			-				(10,000	)
Net cash used for financing activities			438,180				(76,430	)			361,750
Net increase (decrease) in cash			(6,854	)							(6,854	)
Cash, beginning of period			84,187				-				84,187
Cash, end of period		$	77,333			$	-			$	77,333

 

 

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

SEPTEMBER 30, 2014

 

13.       Subsequent events

 

Termination of acquisition agreement of Conejo Deals Inc.

 

On July 1, 2014, the Company entered into a Purchase Agreement to acquire the operational assets of Conejo Deals Inc., a daily deal site focusing on merchants and clients in the Los Angeles, California market. The Company is required to pay the following consideration to Conejo Deals Inc.; (a) $750,000, (b) $500,000 convertible note; (c) 100,000 common stock shares and (d) other common stock consideration based on certain gross billing levels. The closing date of the purchase agreement was expected to occur no later than October 20, 2014, and was contingent on the Company having sufficient funds to close. However, since the Company was unable to obtain sufficient funds to close, the agreement was cancelled.

 

Termination of acquisition agreement of Half Price San Diego, Inc

 

On July 7, 2014, the Company entered into a Purchase Agreement to acquire the operational assets of Half Price San Diego, LLC, a daily deal site focusing on merchants and clients in the San Diego, California market. Upon closing, the Company is required to pay (a) $40,000 and (b)75,000 shares of common stock. The closing date of the purchase agreement is expected to occur no later than September 30, 2014, and was contingent on the Company having sufficient funds to close. However, since the Company was unable to obtain sufficient funds to close, the agreement was cancelled.

 

Shares issued subsequent to balance sheet date

 

Subsequent to September 30, 2014, 50,000 warrants were exercised. Additionally, 44,444 shares of common stock were given to an investor as prepaid interest expense for the issuance of a $14,000 convertible note on October 2, 2014. The $14,000 note was converted on October 2, 2014 and 88,889 shares of common stock were issued.  

 

 

Item 1A.     Risk Factors

 

A Smaller Reporting Company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item; however, risk factors pertaining to our business may be reviewed in our Form S-1 Registration Statement filing available for review at www.sec.gov.

 

Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

As used in this Form 10-Q, references to “we,” “our” or “us” refer to Discount Coupons Corporation unless the context otherwise indicates.

 

Forward-Looking Statements

 

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

This Form 10-Q for the nine months ending September 30, 2014 should be reviewed in conjunction with our audited financial statements for our fiscal years ended December 31, 2013 and December 31, 2012 and Management’s Discussion and Analysis of Financial Condition and Results of Operations for those same fiscal periods, which are available for review in our Form 10-K filing at www.sec.gov.

 

Although these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Overview

 

We are a marketing firm that provides services to businesses on a cost per acquisition basis through the sale of discount vouchers to consumers.  Our business operates in a similar manner to businesses that define themselves as “daily deal’ websites.  Additionally, we have acquired and plan to enter into additional agreements with “daily deal” websites to assist them to improve their internet presence and websites in return for a portion of their revenues as described in the Description of the Business.

 

We were incorporated on August 16, 2010 in the State of Florida.  Our domain name, discountcoupons.com, was contributed to the company by founding shareholder, Charles Zitsman, in exchange for 1,589,290 shares of common stock and $12,500.  We immediately began to develop our business model, website, and internet mailing list to capitalize on the strength of our domain name.

 

Limited Operating History

 

We have a limited operating history.  Our operations have been focused on establishing our business model, designing and constructing a website, acquiring subscribers, obtaining merchant agreements, testing marketing, advertising and sales channels, and exploring merger and acquisition opportunities within our industry and other closely related industries.

 

Plan of Operations

 

Our primary focus is offering discount coupons to individuals via the internet.  We do this through e-mail and other mass marketing methods, directing consumers to our website, DiscountCoupons.com or other websites that we have under management.  We also provide our knowledge of internet-based business models to other companies on a consulting basis.

 

We have tested various marketing and advertising channels to determine their efficacy to both sell our vouchers and obtain new subscribers. We have primarily tested pay-per-click search engine marketing, organic search engine optimization, and social media. Through these tests we have learned which channels provide a return on investment (ROI) and which also provide a positive impact on sales and public knowledge.

 

Recently, our operations have included a focus on acquiring management agreements from complementary and similar businesses, whereby we are able to manage their businesses on a revenue share basis. These management agreements provide us with additional marketing reach to promote our offers and also benefit from the increased revenue that results from the management of these properties.

 

 

Results of Operations

 

Nine Months Ended September 30, 2014 Compared with Nine Months Ended September 30, 2013

 

Revenues

Revenues for the nine months ended September 30, 2014 and 2013 were $135,378 and $32,214, respectively, representing a $123,164 increase in our revenues. The increase is primarily attributable to an increase in our service revenues resulting from our HC Consulting acquisition.

 

Cost of Sales

Cost of sales for the nine months ended September 30, 2014 and 2013 were $200 and $0, respectively.  

 

Gross Profit

Gross profit for the nine months ended September 30, 2014 and 2013 was $135,178 and $12,214, respectively, representing a $122,964 increase in our gross profit.  The increase is primarily attributable to an increase in our service revenues resulting from our HC Consulting acquisition.

 

Total Expenses

Total expenses for the nine months ended September 30, 2014 and 2013 were $2,371,901 and $3,551,908, respectively, representing a $1,180,007 decrease in total expenses. Our total expenses consist of professional fees, selling and general and administrative.  The decrease in our total expenses is primarily attributable to stock issued for services in the 3^rd quarter of 2013 in the amount of $1,947,940.

 

Net Operating Loss

Net operating loss for the nine months ended September 30, 2014 and 2013 was $2,236,723 and $3,539,694, respectively, representing a $1,302,971 decrease.   The decrease in our total expenses is primarily attributable to stock issued for services in the 3^rd quarter of 2013 in the amount of $1,947,940.

 

Other Income and Expenses

Interest expense for the nine months ended September 30, 2014 and 2013 was $807,809 and $257,895, respectively, representing an $549,914 increase. The increase in interest expense is primarily attributable to the amortization of deferred finance fees and debt discount associated with the new issuances of debt. For the nine months ended September 30, 2014, the Company recorded an inducement expense in the amount of $49,370. Additionally, for the nine months ended September 30, 2014 the Company recorded a gain related to the forgiveness of interest in the amount of $6,637. For the nine months ended September 30, 2013, the Company recorded a loss on extinguishment of debt in the amount of $662,958. Additionally, for the nine months ended September 30, 2013 the Company recorded a gain related to the forgiveness of interest in the amount of $76,419.

 

Net Loss

The net loss for the nine months ended September 30, 2014 and 2013 was $3,087,265 and $4,384,128, respectively, representing a $1,296,863 decrease.   The decrease in our total expenses is primarily attributable to stock issued for services in the 3^rd quarter of 2013 in the amount of $1,947,940 , an increase in interest expense in 2014 of $549,914, and a loss on the extinguishment of debt totaling $662,958.

 

Three Months Ended September 30, 2014 Compared with Three Months Ended September 30, 2013

 

Revenues

Revenues for the three months ended September 30, 2014 was $39,682 versus $9,025 for the three months ended September 30, 2014, representing a $30,657 increase in our revenues. The increase is primarily attributable to an increase in our service revenues resulting from our HC Consulting acquisition.

 

Cost of Sales

There were no cost of sales for the three months ended September 30, 2014 and 2013, respectively.  

 

Gross Profit

Gross profit for the three months ended September 30, 2014 was $39,682 versus $9,025, respectively, representing a $30,657 increase in our gross profit. The increase in gross profit is primarily attributable to an increase in our service revenues resulting from our HC Consulting acquisition.

 

Total Expenses

Total expenses for the three months ended September 30, 2014 and 2013 were $570,484 and $2,187,739, respectively, representing an $1,617,255 decrease in total expenses. Our total expenses consist of professional fees, selling and general and administrative.  The decrease in our total expenses is primarily attributable to stock issued for services. During the three months ended September 30, 2013 the Company recorded $1,041,985 in expenses related to the issuance of shares for services versus $273,445 in expenses related to the issuance of shares for services for the three months ended September 30, 2014.

 

 

Net Operating Loss

Net operating loss for the three months ended September 30, 2014 and 2013 was $530,802 and $2,178,714, respectively, representing a $1,647,912 decrease.   The decrease in our total expenses is primarily attributable to stock issued for services.

 

Other Income and Expenses

Interest expense for the three months ended September 30, 2014 and 2013 was $576,038 and $108,236, respectively, representing a $467,802 increase. The increase in interest expense is primarily attributable to the amortization of deferred finance fees and debt discount associated with the new issuances of debt. For the three months ended September 30, 2014 the Company recorded a gain related to the forgiveness of interest in the amount of $120. For the three months ended September 30, 2013, the Company recorded a loss on extinguishment of debt in the amount of $662,958. Additionally, for the three months ended September 30, 2013 the Company recorded a gain related to the forgiveness of interest in the amount of $76,419.

 

Net Loss

The net loss for the three months ended September 30, 2014 and 2013 was $1,106,720 and $2,873,489, respectively, representing a $1,766,769 decrease. The increase in net loss is primarily attributable to an increase in total expenses related to stock issued for services.

 

Liquidity and Capital Resources

 

The term “liquidity” as used herein refers to the ability of an enterprise to generate adequate amounts of cash to meet the enterprise’s needs for cash. At the present time, our available cash is not sufficient to allow us to commence full execution of our business plan. We have minimal cash on hand and no ability to generate cash without the sale of equity or debt securities.

 

Our growth strategy for the next 12 months is primarily focused on seeking strategic acquisitions or joint ventures to acquire their respective operations and mailing lists in our attempt to increase our revenues and increase our subscribers. There can be no assurances that we will be successful in this strategy.  Our expansion program may require us to increase our payroll obligations, workers compensation premiums, and employer taxes if our revenues grow. Funds required to finance our expansion program are expected to come primarily from additional debt or equity financings during fiscal 2014; however, there are no assurances that we will be successful in obtaining any additional financing or that we will secure financing on terms that will be favorable to us.

 

During the nine months ended September 30, 2014, we used $360,033 net cash in operations, received net cash of $2,754 from investing activities and had $365,000 in net cash provided from the sale of debt and equity securities to investors after principal repayments. During the nine months ended September 30, 2013, we used $413,837 net cash in operations received net cash of $45,233 from investing activities and had $361,750 in net cash provided from the sale of debt and equity securities to investors after principal repayments.

 

Significant Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the related disclosures.  Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s significant accounting estimates include accounting for stock based compensation and the valuation and impairment of intangible assets and goodwill.

 

Restatement

 

The Company has restated its financial statements for the three and nine months ended September 30, 2013 (see Note 12).

 

 

Significant Accounting Policies (continued):

 

Loss Per Common Share

 

The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic earnings per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted earnings per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding.  During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

 

Recently issued Accounting Pronouncements

 

The Company does not believe that any recently issued or proposed accounting pronouncements not yet adopted will have a material impact on the financial statements.

 

Share-Based Payments

 

Compensation cost relating to share based payment transactions be recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award).

 

Going Concern

 

Our financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  Since inception, the Company has primarily devoted its efforts to the development and implementation of its web-based business.  Operations have been funded through the private placement of equity securities and debt financing.  These successful funding efforts have allowed the Company to reach its current state of development despite incurring losses typical with an emerging technology company.  At September 30, 2014, the Company had $12,893 in cash, and $758,995 in negative working capital.  Additionally, for the nine months ended September 30, 2014 and 2013, the Company incurred net losses of $3,087,265 and $4,384,128, respectively.

 

Management anticipates incurring additional losses prior to reaching a positive operating cash flow and intends to finance its operations through additional notes payable and equity funding.  Significant additional funding is needed. The Company is in the process of raising capital but there are no assurances such funding will be available.

 

If adequate funding cannot be obtained, the Company may be unable to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

 

ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Interest Rates

 

We are not being exposed to market risks relating to changes in interest rates because all outstanding debt bears interest at a fixed rate. We currently do not engage in any interest rate hedging activity and have no intention of doing so in the foreseeable future.

 

Foreign Exchange

 

The company has no exposure to foreign exchange fluctuations.

 

Inflation

 

Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase with these increased costs.

 

ITEM 4.        CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

 

The Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only one officer with management functions there is lack of segregation of duties. The Company intends to continue to evaluate potentially engaging additional management personnel to alleviate this weakness.

 

Changes in Internal Control Over Financial Reporting.

 

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.15d-15 that occurred during our last fiscal quarter that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

 

PART II- OTHER INFORMATION

 

Item 1.        Legal Proceedings

 

None

 

Item 2.        Unregistered Sales of Equity Securities 

 

Referred to in Footnote 8 of the financial statements provided in Part I.

 

Item 3.        Defaults upon Senior Securities

 

None.

 

Item 4.        Mine Safety Disclosures.

 

Inapplicable.

 

Item 5.        Other Information.

 

None.

 

 

Item 6. Exhibits

Exhibit No.		Description
31.1		Rule 13a-14(a)/15d14(a) Certification of Pat Martin,  Chief Executive Officer (attached hereto)
31.2		Rule 13a-14(a)/15d14(a) Certification of Pat Martin, the Chief Financial Officer (attached hereto)
32.1		Section 1350 Certification of Pat Martin, Chief Executive Officer (attached hereto)
32.2		Section 1350 Certification Pat Martin, Chief Financial Officer (attached hereto)
101.INS		XBRL INSTANCE DOCUMENT
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

 

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.

 

	Discount Coupons Corporation
Dated: November 24, 2014	By:	/s/ Pat Martin
	Name:	Pat Martin
	Title:	Principal Executive Officer President/Chief Executive Officer/ Chief Financial Officer/Principal Accounting Officer/Chairman of the Board of Directors

 

 

 

-26-

---

 

EXHIBIT 31.1

 

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

 

I, Pat Martin, certify that:

 

1.	I have reviewed this Form 10-Q for the period ending September 30, 2014 of Discount Coupons Corporation

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: November 24, 2014	/s/ Pat Martin
	Pat Martin
	Principal Executive Officer

 

---

EXHIBIT 31.2

 

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

 

I,  Pat Martin, certify that:

 

1.	I have reviewed this Form 10-Q for the period ending September 30, 2014 of Discount Coupons Corporation

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 24, 2014	/s/ Pat Martin
	Pat Martin
	Principal Financial Officer

 

---

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Discount Coupons Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, Pat Martin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated this 24th day of November 2014	/s/ Pat Martin
	Pat Martin
	Chief Executive Officer

 

---

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Discount Coupons Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, Pat Martin, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated this 24th day of November 2014	/s/ Pat Martin
	Pat Martin
	Principal Financial Officer

 

---