NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Grey Cloak Tech Inc. (the “Company”) was
incorporated in the State of Nevada on December 19, 2014. The Company has additionally acquired BergaMet NA, LLC which markets
and sells heath supplemental products.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial
statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange
Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles
generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management,
the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring
accruals) to present the financial position of the Company as of December 31, 2019 and the results of operations and cash flows
for the periods presented. The results of operations for the year ended December 31, 2019 are not necessarily indicative of the
operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read
in conjunction with the financial statements and related notes thereto included in the Company’s form 10-K for the year ended
December 31, 2018 filed with the SEC on April 1, 2020.
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 and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from those estimates.
Cash
Cash includes cash in banks, money market funds, and
certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known
amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
Accounts Receivables
Accounts receivables are recorded at the invoice amount
and do not bear interest.
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
Sharerails Note Receivable and Accrued Interest
The Company decided to write off the money
loaned to Sharerails as being not collectible. The amount written off was $84,057.06.
Inventory
Inventories consist of health supplements held for
sale in the ordinary course of business. The Company uses the weighted average cost method to value its inventories at the lower
of cost or market. An allowance for inventory was established in 2018 and is evaluated each quarter to determine if all items are
still sellable due to expiration dates. As of December 31, 2019 and 2018, the total of inventory which was written off as an inventory
allowance was $424,958 and $324,01
Property and Equipment
The Company’s property and equipment
are recorded at cost and depreciated using the straight-line method over the useful lives of the assets, generally from three to
seven years. Upon sale or disposal of property and equipment, the related asset cost and accumulated depreciation or amortization
are removed from the respective accounts and any gain or loss is reflected in current operations.
Goodwill
In accordance with Goodwill and Other Intangible Assets,
goodwill is defined as the excess of the purchase price over the fair value assigned to individual assets acquired and liabilities
assumed and is tested for impairment at the reporting unit level on an annual basis in the Company's fourth fiscal quarter or more
frequently if indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment
test involves comparing the fair value of the Company's reporting units with each respective reporting unit's carrying amount,
including goodwill. The fair value of reporting units is generally determined using the income approach. If the carrying amount
of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine
the amount of any impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of
the reporting unit's goodwill with the carrying amount of that goodwill. The Company sees the goodwill to have a ten-year useful
life. No goodwill impairment indicators were present after working through our analysis of goodwill during the year ending December
31, 2019.
The Company has determined that the method applied
represents the fair value of the asset group principally because the valuation of the intangibles with the asset group is based
on the anticipated cash flows related to the revenue stream from its customers. The asset group excludes goodwill, long term non-operational
assets and liabilities and cash. As such, the principal value from the asset group relates to the cash inflows from its customers
and the cash outflows required to service these customers. The fair value for the asset group consists of the following:
·
Fair value of net revenues: computed using the income approach. The key input to these computations
is the anticipated cash inflows from customers. These valuations include 100% of the cash inflows related to the customer base,
and taking cash outflows into consideration.
·
Fair value of working capital (including accounts receivable, inventory, accrued expenses,
and accounts payables). Due to the short-term nature of the working capital, book value has been determined to be fair value. These
accounts represent either avoided future outflows (inventory, prepaids) or future cash flows (accrued expense, AP and AR) related
to customer sales.
·
Fair value of five years of revenue (2019 to 2023): we discounted our cash flows to the anticipated
cash projected to be received. We also projected the anticipated cash outflows required to service these customers. If the asset
group was to be valued as a whole, we would expect an income approach based on the revenues being generated from the customers
and expenses required to service those customers, appropriately adjusted for the working capital position. The sum of these values
reasonably approximates this approach.
The Company’s revenue streams align directly
with the intangibles, which were recorded as a result of the BergaMet acquisition in fiscal 2019. For purposes of the Step 2 recoverability
test under ASC 360 subsection 2.3., the net revenues from BergaMet customers base were used. The revenue stream fairly reflects
anticipated future cash flows; accordingly, the intangibles associated with these revenue streams have been tested with the expected
cash flows.
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
Revenue Recognition
Beginning January 1, 2019, the Company implemented ASC
606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact,
if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities
within them. These included the development of new policies based on the five-step model provided in the new revenue standard,
ongoing contract review requirements, and gathering of information provided for disclosures
The Company recognizes revenue and cost of goods sold
from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects
the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle,
we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract,
determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues
when or as the Company satisfies a performance obligation.
The Company records revenue upon shipment of the products
to the customers.
Concentration
There is no concentration
of revenue for the year ended December 31, 2018 and the year ended December 31, 2019.
Income Taxes
The Company accounts for income taxes using the asset
and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides
that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between
the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred
tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences
are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized. As of December 31, 2019, the Company did not have any amounts recorded pertaining to uncertain
tax positions.
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
Fair Value Measurements
The Company adopted the provisions of
ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting
pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain
financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair
values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes
a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 — quoted
prices in active markets for identical assets or liabilities
Level 2 — quoted
prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — inputs
that are unobservable (for example cash flow modeling inputs based on assumptions)
The derivative liability in connection with the conversion
feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a
recurring basis.
The change in Level 3 financial instrument is as follows:
Balance, January 1, 2018
|
|
$
|
1,822,568
|
|
Issued during the year ended December 31, 2018
|
|
|
868,591
|
|
Change in fair value recognized in operations
|
|
|
184,643
|
|
Converted during the year ended December 31, 2018
|
|
|
(162,483
|
)
|
Balance, December 31, 2018
|
|
$
|
2,713,319
|
|
|
|
|
|
|
Balance, January 1, 2019
|
|
$
|
2,713,319
|
|
Issued during the year ended December 31, 2019
|
|
|
638,419
|
|
Change in fair value recognized in operations
|
|
|
(613,662
|
)
|
Converted during the year ended December 31, 2019
|
|
|
(1,677,688
|
)
|
Balance, December 31, 2019
|
|
$
|
1,060,388
|
|
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board
(“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 amends the guidance
for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of
the International Financial Reporting Standards. The ASU implements of five–step process for customer contract revenue recognition
that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures
regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions
include the capitalization and amortization of certain contract cost, ensuring the time value of money is considered in the transaction
price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances.
The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early adoption is prohibited.
Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.
The Company’s revenues are recognized when control
of the promised goods or services is transferred to our clients (upon shipment of goods) in an amount that reflects the consideration
to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following
five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the
transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when
or as the Company satisfies a performance obligation.
We adopted ASC 2014-09 on January 1, 2019. Although
the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes
to our processes related to revenue recognition and the control activities with them.
Convertible Instruments
The Company evaluates and account for conversion options
embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.
Applicable GAAP requires companies to bifurcate conversion
options from their host instruments and account for them as free-standing derivative financial instruments according to certain
criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument
are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that
embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes
in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument
would be considered a derivative instrument.
The Company accounts for convertible instruments (when
it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The
Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments
based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded
in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
The Company accounts for the conversion of convertible
debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives
are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference
recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the year ended December 31, 2019,
the Company recognized a gain on extinguishment of $394,208 from the conversion of convertible debt with a bifurcated conversion
option.
Common Stock Purchase Warrants
The Company classifies as equity any contracts that
require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s
own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in
ASC 815-40 ("Contracts in Entity's Own Equity"). The Company classifies as assets or liabilities any contracts that require
net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our
control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).
The Company assesses classification of common stock purchase warrants and other free-standing derivatives at each reporting date
to determine whether a change in classification is required.
Gain on Extinguishment of debt
Note Satisfaction Agreements
Prior to the Exchange, the Company entered
into a Note Satisfaction Agreement with each of Auctus Fund, Crown Bridge Partners, LLC, Power Up Lending Group Ltd., GS Capital
Partners LLC, Oakmore Opportunity Fund I LP, and Adar Bays, LLC. All of these entities were holders of the Company’s convertible
debt, and these Note Satisfaction Agreements terminate their convertible notes unless the Company fails to perform its payment
obligations. The Company agreed to pay these note holders an aggregate of $518,486 plus interest. The Company paid an aggregate
of $353,908 on or before February 15, 2019, and it will pay another $164,578 plus interest in approximately one (1) year.
Various other holders of Convertible Promissory
Notes agreed to convert their notes for an aggregate of 806,015 shares of common stock prior to the Exchange. As a result of these
transactions, no convertible promissory notes remain outstanding, except for those convertible notes subject to revival if the
Company fails to make payments pursuant to the Note Satisfaction Agreements.
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared
assuming 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. The Company has generated minimal revenues from operations. Since its inception,
the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs
and expenses. As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the period ended
December 31, 2019 of $10,529,823. In addition, the Company’s development activities since inception have been financially
sustained through equity financing. Management plans to seek funding through debt and equity financing and has recently acquired
a new company as a wholly owned subsidiary.
NOTE 4 – RELATED PARTY
For the year ended December 31, 2019 and 2018, the
Company had expenses totaling $40,194 and $239,081, respectively, to an officer and director for salaries, which is included in
general and administrative expenses on the accompanying statement of operations As of December 31, 2019, there was convertible
debt of $1,341,876 and accrued interest payable of $32,115 due to an officer and director, employees, and shareholders.
NOTE 5 – NOTES RECEIVABLE
As of December 31, 2019 and 2018, the Company had the following:
|
|
2019
|
|
2018
|
|
|
|
|
|
Unsecured note receivable, due 02/04/2020, 4% interest.
|
|
|
0
|
|
|
|
79,295
|
|
|
|
|
|
|
|
|
|
|
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
NOTE 6 – CONVERTIBLE DEBT – RELATED
PARTY
As of December 31, 2019 and 2018, the Company had the following:
|
|
2019
|
|
2018
|
Unsecured note receivable, due 02/04/2020, 4% interest.
|
|
$
|
0
|
|
|
$
|
30,000
|
|
Unsecured convertible debt, due 04/13/20, 4% interest, converts at a 30% discount to market price based on the last 20 days trading price
|
|
|
61,876
|
|
|
|
62,076
|
|
Unsecured convertible debt, due 04/13/20, ranging between 4% and 8% interest, converts at $0.03 for a total of 19,333,333 shares
|
|
|
580,000
|
|
|
|
0
|
|
Unsecured convertible debt, due 04/13/20, 8% interest, converts at $0.05 for a total of 14,000,000 shares
|
|
|
700,000
|
|
|
|
0
|
|
Less: Discount
|
|
|
0
|
|
|
|
(30,853
|
)
|
TOTAL
|
|
$
|
1,341,876
|
|
|
$
|
61,223
|
|
As of December 31, 2019 and 2018, the Company has an
outstanding total of $32,115 and $0 in accrued interest for the above convertible notes.
Below represent the Black-Scholes Option Pricing Model
calculations, as of December 31, 2019, for the above convertible note payables:
Payee
|
Number of options valued
|
Value of Convertible Option
|
Unsecured Convertible debt #1
|
7,144,712
|
$180,416
|
Unsecured Convertible debt #2
|
20,083,056
|
$398,805
|
Unsecured Convertible debt #3
|
14,120,666
|
$239,614
|
NOTE 7– NOTES PAYABLE
As of December 31, 2019 and 2018, the Company had the following:
|
|
2019
|
|
2018
|
Unsecured debt with shareholders of the Company, due 01/17/2024, 4% interest.
|
|
$
|
1,050,000
|
|
|
$
|
0
|
|
Unsecured debt with shareholders of the Company, due 02/04/2020, 4% interest, interest due quarterly.
|
|
|
79,667
|
|
|
|
0
|
|
Unsecured debt with shareholders of the Company, no due date, 0% interest,
|
|
|
866
|
|
|
|
0
|
|
Unsecured debt with shareholders of the Company, due 08/20/18, 15% interest, interest due quarterly, convertible into shares of Eqova
|
|
|
0
|
|
|
|
60,000
|
|
Unsecured debt with a shareholder of the Company, due 03/25/19, 10% interest, interest due at maturity
|
|
|
0
|
|
|
|
3,000
|
|
Less: Discount
|
|
|
0
|
|
|
|
0
|
|
TOTAL
|
|
$
|
1,130,533
|
|
|
$
|
63,000
|
|
As of December 31, 2019 and 2018, the Company has an
outstanding total of $461,888 and $2,268 in accrued interest for the above note and past obligations which are unpaid.
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
NOTE 8 – CONVERTIBLE DEBT
As of December 31, 2019 and 2018, the Company had the following:
|
|
2019
|
|
2018
|
Unsecured convertible debt, due 8/24/18, 12% interest, converts at a 50% discount to market price based on the last 25 days trading price
|
|
$
|
0
|
|
|
$
|
110,000
|
|
Unsecured convertible debt, due 11/01/18, 12% interest, converts at a 50% discount to market price based on the last 25 days trading price
|
|
|
110,000
|
|
|
|
110,000
|
|
Unsecured convertible debt, due 10/04/18, 8% interest, converts at a 55% discount to market price based on the last 20 days trading price
|
|
|
50,000
|
|
|
|
50,000
|
|
Unsecured convertible debt, due 02/02/19, 8% interest, converts at a 55% discount to market price based on the last 20 days trading price
|
|
|
50,000
|
|
|
|
50,000
|
|
Unsecured convertible debt, may borrow up to $300,000, due 10/04/18, 8% interest, converts at a 44% discount to market price based on the last 20 days trading price
|
|
|
0
|
|
|
|
24,883
|
|
Unsecured convertible debt, may borrow up to $300,000, due 11/09/18, 8% interest, converts at a 44% discount to market price based on the last 20 days trading price
|
|
|
0
|
|
|
|
45,000
|
|
Unsecured convertible debt, may borrow up to $300,000, due 01/08/19, 8% interest, converts at a 44% discount to market price based on the last 20 days trading price
|
|
|
0
|
|
|
|
40,000
|
|
Unsecured convertible debt, due 08/17/17, 12% interest, converts at a 45% discount to market price based on the last 20 days trading price
|
|
|
0
|
|
|
|
9,500
|
|
Unsecured convertible debt, due 01/23/18, 8% interest, converts at the lower of $0.04 or a 40% discount to market price based on the last 20 days trading price
|
|
|
0
|
|
|
|
17,000
|
|
Unsecured convertible debt, due 10/26/18, 8% interest, converts at a 45% discount to market price based on the last 20 days trading price
|
|
|
0
|
|
|
|
10,000
|
|
Unsecured convertible debt, due 06/26/18, 9% interest, converts at a 42% discount to market price based on the last 15 days trading price
|
|
|
0
|
|
|
|
22,095
|
|
Unsecured convertible debt, due 03/31/19, 10% interest, converts at a 30% discount to market price based on the last 20 days trading price
|
|
|
0
|
|
|
|
22,250
|
|
Unsecured convertible debt, due 12/01/17, 12% interest, converts at a 50% discount to market price based on the last 20 days trading price
|
|
|
0
|
|
|
|
66,000
|
|
Unsecured convertible debt, due 06/30/18, 12% interest, converts at a 39% discount to market price based on the average of the lowest 2 trading prices in the last 15 days trading price
|
|
|
0
|
|
|
|
8,935
|
|
Unsecured convertible debt, due 07/30/18, 12% interest, converts at a 39% discount to market price based on the average of the lowest 2 trading prices in the last 15 days trading price
|
|
|
0
|
|
|
|
43,000
|
|
Unsecured convertible debt, due 10/10/18, 12% interest, converts at a 39% discount to market price based on the average of the lowest 2 trading prices in the last 15 days trading price
|
|
|
0
|
|
|
|
35,000
|
|
Unsecured convertible debt, due 01/19/17, 8% interest, default interest at 18%, converts at a 54% discount to market price based on the lowest trading prices in the last 20 days trading price
|
|
|
6,750
|
|
|
|
6,750
|
|
Less: Discount
|
|
|
0
|
|
|
|
(15,960
|
)
|
TOTAL
|
|
$
|
166,750
|
|
|
$
|
654,453
|
|
Below represent the Black-Scholes Option Pricing Model
calculations, as of December 31, 2019, for the above convertible note payables:
Payee
|
Number of options valued
|
Value of Convertible Option
|
Unsecured Convertible debt #1
|
9,658,494
|
$175,636
|
Unsecured Convertible debt #2
|
3,410,757
|
$ 59,098
|
Unsecured Convertible debt #3
|
500,676
|
$ 6,819
|
As of December 31, 2019 and 2018, the Company has an
outstanding total of $48,891 and $78,842 in accrued interest for the above convertible notes.
One of the convertible promissory notes is in default
but management has not been able to make contact with this party, due to them living out of the country. We have calculated the
derivative liability as if it is in default (but the note’s default interest rate stays the same at 8%) and will still accrue
appropriate interest until the note is fully satisfied or converted into the Company’s common stock.
The Company has determined that the conversion feature
embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has
been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated
debt.
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
NOTE 9 – STOCKHOLDERS’ EQUITY
Authorized Stock
The Company has authorized 75,000,000 common shares with
a par value of $0.001 per share. Each common share entitles the holder to one vote on any matter on which action of the stockholders
of the corporation is sought. During February 2017, the Company increased the authorized number of shares to 500,000,000. Also,
the Company increased the authorized preferred stock to 75,000,000 shares and designated 25,000,000 shares of preferred stock to
Series A Convertible Preferred Stock. During January 2018, the Company increased its authorized number of common shares to 1,000,000,000.
During April 2018, the Company increased its authorized number of common shares to 2,500,000,000. The Board of Directors, in the
future, has the authority to increase the authorized capital up to 4,000,000,000 shares based on shareholder approval.
The shareholders of the Company approved a reverse stock
split at a ratio of between 1-for-100 and 1-for 250. The Company received approval from FINRA for a reverse stock split of 1-for-250,
which was effective as of July 23, 2018.
On October 16, 2017, the Company filed an Amended and
Restated Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series A Convertible Preferred
Stock (the “Amended Certificate”) with the Secretary of State of the State of Nevada. The Amended Certificate reduces
the number of preferred shares designated as Series A Preferred Stock from 25,000,000 shares to 1,333,334 shares. The Amended Certificate
also changes the conversion and voting rights of the Series A Preferred Stock. The Series A Preferred Stock is now convertible
into the number of shares of our common stock equal to 0.00006% of our outstanding common stock upon conversion. The voting rights
of the Series A Preferred Stock are now equal to the number of shares of common stock into which the Series A Preferred Stock may
convert.
As of December 31, 2019, there are no outstanding shares
of preferred stock. All the preferred stock was converted in common stock on February 4, 2019. See recent developments for details.
Common Share Issuances
During the year ended December 31, 2019, the Company
issued a total of 1,802,067 shares of common stock for the conversion of debt totaling $270,300 including interest of $31,774.
During the year ended December 31, 2018, the Company issued a total
of 5,556,932 shares of common stock for the conversion of debt totaling $926,008 including interest of $9,118 and fees of $18.915,
which result in loss on extinguishment of debt of $526,481.
Warrant Issuances
As of December 31, 2019, there were 16,800 warrants outstanding,
of which 8,800 warrants are fully vested.
On January 1, 2019, the Company made an adjustment
to APIC of $149,699.40 due to preferred stock conversions back in 2017 and 2018.
Stock Issued for Services
On January 28, 2019, the Company entered into
a marketing and sales consulting agreement with an individual for a period of six months. The Company issued 350,000 shares of
common stock as the compensation for this agreement.
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
Share Conversion Agreements
All of the holders of the Company’s Series
A Convertible Preferred Stock (the “Preferred Holders”) entered into a Preferred Stock Conversion Agreement.
Pursuant to the Conversion Agreements, the Preferred Holders converted their shares of preferred stock into common stock, effective
as of the Exchange. As a result, no shares of the Company’s Series A Convertible Preferred Stock are outstanding. An aggregate
of 15,592,986 shares of common stock were issued to the Preferred Holders. The Preferred Holders agreed to convert each share of
Series A Convertible Preferred Stock into eighteen (18) shares of common stock and agreed to retire a total of 467,057 shares of
Series A Convertible Preferred Stock. The Company cancelled the retired shares.
As of December 31, 2018, the preferred stock
is convertible into 2,422,425 shares of common stock.
NOTE 10 – ACQUISITIONS
Acquisition of BergaMet and the
Share Exchange Agreement
On February 4, 2019, the Company entered into
a Share Exchange Agreement with BergaMet NA, LLC, a Delaware limited liability company (“BergaMet”),
and the members of BergaMet, whereby the Company issued and exchanged 97,409,678 shares of its common stock for all of the
outstanding equity securities of BergaMet (the “Exchange”). Through the Exchange, BergaMet became
a wholly-owned subsidiary of the Company. The shares of common stock issued in the Exchange were equal to 80.1% of the Company’s
outstanding common stock (post-exchange).
The assets acquired and liabilities assumed
as part of our acquisition were recognized at their fair values as of the effective acquisition date, February 4, 2019. The following
table summarizes the fair values assigned to the assets acquired and liabilities assumed.
Cash
|
|
$
|
437,826
|
|
Current assets
|
|
|
2,801,317
|
|
Current liabilities
|
|
|
(1,484,210
|
)
|
Net assets acquired
|
|
$
|
1,754,934
|
|
The purchase price method was used when
calculating the fair market value of the BergaMet purchase. On February 4, 2019 the closing stock price for GRCK was $0.02. The
total number of shares exchanged multiplied by the closing stock price equaled a purchase value of $1,948,194. The difference between
the net assets acquired and the purchase value was recorded as $193,260 of goodwill for the purchase. The Company viewed BergaMet’s
balance sheet as being fairly valued as of February 4, 2019 so no adjustment was needed under the purchase price method of valuation.
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
NOTE 11 – DISCOUNTINUED OPERATIONS
Healthy Extracts
On January 1, 2019, the Company decided to
discontinue operating the Healthy Extracts division and did not operate in 2019. At the time of the closure, the Company incurred
a loss for the year of $714 which eliminated all carrying values of assets and liabilities for the division.
Eqova Life Science
On June 1, 2019, the Company decided to discontinue
operating the Eqova Life Science division which ceased all activities in May 2019. Due to the closure, the Company incurred a loss
for the year of $92,609 which eliminated all carrying values of assets and liabilities for the division.
Advertising Business
During the year ended December 31, 2018, the
management determined to discontinue operations related to its advertising business segment. There were no significant assets or
liabilities associated with the components of discontinued operations. The loss from discontinued operations is comprised of revenue
and expenses related to the advertising business.
Components of discontinued operations are as
follows:
|
|
2018
|
Revenue – (net of tax)
|
|
|
0
|
|
Cost of revenue – (net of tax)
|
|
|
(6,258
|
)
|
Income (loss) from discontinued operations – (net of tax benefits)
|
|
$
|
(6,258
|
)
|
NOTE 12 – BUSINESS SEGMENT INFORMATION
As
of December 31, 2019, the Company operated in three reportable segments (Corporate, CBD, Health Supplements) supported by a corporate
group which conducts activities that are non-segment specific. The following table presents selected financial information about
the Company’s reportable segments for the year ended December 31, 2019.
|
|
CONSOLIDATED
|
|
HEALTH SUPPLEMENTS
|
|
CBD
|
|
CORPORATE
|
Revenue
|
|
|
748,377
|
|
|
|
748,377
|
|
|
|
—
|
|
|
|
—
|
|
Cost of Revenue
|
|
|
524,494
|
|
|
|
523,994
|
|
|
|
500
|
|
|
|
—
|
|
Long-lived Assets
|
|
|
193,260
|
|
|
|
—
|
|
|
|
—
|
|
|
|
193,260
|
|
Gain Before Income Tax
|
|
|
632,776
|
|
|
|
(779,801
|
)
|
|
|
92,609
|
|
|
|
1,170,268
|
|
Identifiable Assets
|
|
|
3,256,266
|
|
|
|
3,255,216
|
|
|
|
—
|
|
|
|
1,050
|
|
Depreciation and Amortization
|
|
|
8,527
|
|
|
|
7,999
|
|
|
|
—
|
|
|
|
528
|
|
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
NOTE 13 – SUBSEQUENT EVENTS
Note Conversion Agreements and Advance Conversion
Agreements
Effective April 13, 2020, we entered into a total of
eighteen (18) agreements (16 Note Conversion Agreements and 2 Advance Conversion Agreements) whereby an aggregate of $1,508,407.84
in outstanding principal and accrued interest was converted into an aggregate of 39,248,714 shares of our common stock. The conversion
price was either $0.03 per share or $0.05 per share, depending on the individual agreement. The conversions included notes and
advances held by our officers and directors and our largest shareholder, as follows:
Name
|
Aggregate Principal and Interest
|
|
Aggregate Shares
|
Jay W. Decker
|
$
|
1,282,231.11
|
|
|
|
33,418,004
|
|
William Bossung
|
$
|
65,677.84
|
|
|
|
2,189,262
|
|
First Capital Properties LLC
|
$
|
16,180.00
|
|
|
|
539,334
|
|
Shelton S. Decker
|
$
|
33,717.78
|
|
|
|
782,223
|
|
Logan B. Decker
|
$
|
33,717.78
|
|
|
|
782,223
|
|
Kevin Pitts
|
$
|
51,255.56
|
|
|
|
1,025,112
|
|
Innovation Group Holdings, LLC
|
$
|
25,627.78
|
|
|
|
512,556
|
|
GREY CLOAK TECH INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
December 31, 2019 and 2018
Acquisition of Ultimate Brain Nutrients,
LLC
On April 3, 2020, we entered into a Share Exchange
Agreement by and among Grey Cloak Tech Inc., Ultimate Brain Nutrients, LLC, a Delaware limited liability company (“UBN”),
and the members of UBN, whereby we issued and exchanged 90,000,960 shares of our common stock for all of the outstanding equity
securities of UBN. UBN is now our wholly-owned subsidiary. The shares of common stock issued in the Exchange are equal to approximately
42.5% of our outstanding common stock immediately following the exchange.
On May 30, 2020, the Company proposed a stock
options agreement in the amount of 10,550,000 shares with a strike price of $0.05 to sixteen individuals.
During June 2020, the Company received a total
of $660,000 in exchange for 13,200,000 of common stock restricted shares through subscription agreements at $0.05 cents per share.
COVID-19
The COVID-19 outbreak in early 2020 has adversely
affected, and may continue to adversely affect economic activity globally, nationally and locally. These economic and market conditions
and other effects of the COVID-19 outbreak may adversely affect the Company. At this point, the extent to which COVID-19 may impact
the Company's business is uncertain.