EXHIBIT 99.1

 

 

 

 

 

 

 

 

 

 

 

 

Interactive Offers LLC

 

Financial Statements

 

Years Ended December 31, 2020 and 2019

 

 

 

 

 

 

 

Interactive Offers LLC

 

Financial Statements

 

Years Ended December 31, 2020 and 2019

 

C O N T E N T S

 

 

 

Page

 

 

 

 

 

Independent Auditor’s Report

 

2

 

 

 

 

 

Financial Statements

 

 

 

 

 

 

 

Balance Sheets

 

 3

 

Statements of Operations

 

 4

 

Statements of Members’ Capital (Deficit)

 

 5

 

Statements of Cash Flows

 

 6

 

Notes to Financial Statements

 

 7-10

 

 

 

 

 

Supplementary Information

 

 

 

Schedules of General and Administrative Expenses

 

 11

 

Schedules of Commission Revenue and Related Cost of Sales

 

 12

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Interactive Offers LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Interactive Offers LLC as of December 31, 2020 and 2019, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/S/ BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company's auditor since 2021

Lakewood, CO

December 30, 2021

 

 
Page 2

 

 

Interactive Offers LLC

 

Balance Sheets

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

ASSETS

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$ 372,700

 

 

$ 695,934

 

Accounts receivable

 

 

-

 

 

 

3,065

 

 

 

 

 

 

 

 

 

 

OTHER CURRENT ASSETS

 

 

 

 

 

 

 

 

Prepaid expenses and other assets

 

 

219,923

 

 

 

-

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

 

 

 

 

 

 

 

Computer equipment

 

 

1,390

 

 

 

-

 

Less accumulated depreciation

 

 

(1,390 )

 

 

-

 

Net property and equipment

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 592,623

 

 

$ 698,999

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' CAPITAL (DEFICIT)

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

$ 219,085

 

 

$ 262,148

 

Accrued expenses and other current liabilities

 

 

49,137

 

 

 

10,705

 

Due to officers, short-term

 

 

151,000

 

 

 

-

 

Paycheck Protection Program ("PPP") loan payable, current portion

 

 

4,438

 

 

 

-

 

Total current liabilities

 

 

423,660

 

 

 

272,853

 

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Due to officers

 

 

519,000

 

 

 

-

 

Paycheck Protection Program ("PPP") loan payable, net of current portion

 

 

7,159

 

 

 

-

 

Total non-current liabilities

 

 

526,159

 

 

 

-

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

949,819

 

 

 

272,853

 

 

 

 

 

 

 

 

 

 

MEMBERS' CAPITAL (DEFICIT)

 

 

(357,196 )

 

 

426,146

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS' CAPITAL (DEFICIT)

 

$ 592,623

 

 

$ 698,999

 

 

 See Accompanying Notes to Financial Statements.

 

 
Page 3

 

 

Interactive Offers LLC

 

Statements of Operations

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

COMMISSION REVENUE, NET OF COST OF SALES

 

$ 1,790,714

 

 

$ 1,255,131

 

 

 

 

 

 

 

 

 

 

GENERAL AND ADMINISTRATIVE EXPENSES

 

 

2,683,937

 

 

 

1,457,868

 

 

 

 

 

 

 

 

 

 

Net (loss) from operations

 

 

(893,223 )

 

 

(202,737 )

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

PPP loan forgiveness

 

 

109,881

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$ (783,342 )

 

$ (202,737 )

 

 See Accompanying Notes to Financial Statements.

 

 
Page 4

 

 

Interactive Offers LLC

 

Statements of Members’ Capital (Deficit)

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

MEMBERS' CAPITAL (DEFICIT), beginning of year

 

$ 426,146

 

 

$ (5,137 )

 

 

 

 

 

 

 

 

 

Net (loss)

 

 

(783,342 )

 

 

(202,737 )

 

 

 

 

 

 

 

 

 

Contributions from members

 

 

-

 

 

 

800,000

 

 

 

 

 

 

 

 

 

 

Distributions to members

 

 

-

 

 

 

(165,980 )

 

 

 

 

 

 

 

 

 

MEMBERS' CAPITAL (DEFICIT), end of year

 

$ (357,196 )

 

$ 426,146

 

  

See Accompanying Notes to Financial Statements.

 

 
Page 5

 

 

Interactive Offers LLC

 

Statements of Cash Flows

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES

 

 

 

 

 

 

Net (loss)

 

$ (783,342 )

 

$ (202,737 )
Adjustments to reconcile net (loss) to net cash

 

 

 

 

 

 

 

 

provided by (used for) operating activities

 

 

 

 

 

 

 

 

Depreciation

 

 

1,390

 

 

 

-

 

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Accounts receivable

 

 

3,065

 

 

 

(3,065 )
Prepaid expenses and other assets

 

 

(219,923 )

 

 

-

 

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

(43,063 )

 

 

69,148

 

Accrued expenses and other current liabilities

 

 

38,432

 

 

 

(25,319 )
Due to officers

 

 

670,000

 

 

 

-

 

 

 

 

(333,441 )

 

 

(161,973 )

 

 

 

 

 

 

 

 

 

CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(1,390 )

 

 

-

 

 

 

 

(1,390 )

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Distributions to members

 

 

-

 

 

 

(115,980 )
Contributions from members

 

 

-

 

 

 

800,000

 

Advances on Paycheck Protection Program ("PPP") loan payable

 

 

11,597

 

 

 

-

 

 

 

 

11,597

 

 

 

684,020

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(323,234 )

 

 

522,047

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning of year

 

 

695,934

 

 

 

173,887

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, end of year

 

$ 372,700

 

 

$ 695,934

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Member loan taken as distribution

 

$ -

 

 

$ (50,000 )

 

See Accompanying Notes to Financial Statements.

 

 
Page 6

 

 

Interactive Offers LLC 

 

Notes to Financial Statements

 

Years Ended December 31, 2020 and 2019

 

Note 1 - Organization and Summary of Significant Accounting Policies

 

a. Nature of Business

 

Interactive Offers LLC (the “Company”) is CPC (cost per click) platform that connects publishers and advertisers together. The platform consists of several campaigns where advertisers bid the amount they would like to offer a publisher, who can then choose to accept the offer or not. The platform provides advertisers options for Dedicated/Sponsorship Emails, SMS (text), Push, Co-Registration, and Display campaigns. Push notifications are automated messages sent by a publisher to a user when they are browsing other sites online. The Company’s office is located in Florida.

 

b. Accounting Policy

 
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as detailed in the Financial Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, (“ASC 606”).

 

c. Revenue Recognition

 

The Company’s performance obligation is to arrange for Creative Campaigns be available to publishers via the Interactive Offers Network. The Company posts available Campaigns/Creative on their website, which Publishers can view via their dashboard associated with their account. The listings display the number of clicks or other actions the Advertiser is willing to pay to achieve, along with the amount the Advertiser is offering to pay per click or other action. Publishers select an available Campaign and are given a 48-hour window in which to publish/distribute emails or text messages containing the Creative associated with the Campaign. The Company does not obtain control of a good or service before that good or service is transferred to the customer and splits the fees charged to advertisers 70/30 (Publisher/Interactive Offers, LLC) with the publisher. The Company satisfies its performance obligation and earns a commission revenue as the “Click” or other action is taken. As the Company is acting as an agent its commission is the net amount of consideration that it retains after paying the Publisher’s the consideration received in exchange for publishing the Campaigns/Creative. The Company does not offer volume rebates, chargebacks, or any other type of discount for their sales or services.

 

d. Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

e. Advertising and Promotion

 

The Company’s policy is to expense all advertising costs as incurred. Advertising and promotion expense for the years ended December 31, 2020 and 2019, was $11,111 and $47,182, respectively.

 

 
Page 7

 

 

Interactive Offers LLC 

 

Notes to Financial Statements

 

Years Ended December 31, 2020 and 2019

 

Note 1 - Organization and Summary of Significant Accounting Policies - Continued

 

f. Income Taxes

 

The Company, beginning in December 2019 elected to be taxed as a partnership under the Internal Revenue Code. Prior to the corporate restructuring which caused the conversion the Company was taxed as an S Corporation. No provision for federal, state, or local income taxes is made in the accounts of the Company, as any resulting tax liabilities are those of the member. The member is responsible for reporting its allocable share of the Company’s income, deductions, gains, losses, and credits. Further, the member’s capital account reflected in the accompanying financial statements may differ from amounts reported in the Company’s federal income tax return due to differences in accounting methods adopted for financial and tax reporting purposes.

 

GAAP requires management to evaluate tax positions taken by the Company and recognize a tax liability if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by taxing authorities. Management evaluated the Company's tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance.

 

g. Paycheck Protection Program (“PPP”) Loan and Forgiveness

 

The Company has elected, based upon guidance of the American Institute of Certified Public Accountants (“AICPA”), to follow IAS 20 Accounting for Government Grants, to account for the PPP loan. The standard allows that the Company recognize government grants only when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants will be received. Government grants recognized in income as a systematic basis over the periods in which the Company recognized the expenses as related costs for which the grants are intended to compensate. Prior to all expenses being incurred, the PPP loan would be reported as deferred income liability and released over time as the qualifying expenses are incurred. The forgiveness will be reported as other income for portion expected to be forgiven and a loan payable for the amount expected to be paid back.

 

h. Pending Pronouncements

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.

 

 
Page 8

 

 

Interactive Offers LLC 

 

Notes to Financial Statements

 

Years Ended December 31, 2020 and 2019

  

Note 1 - Organization and Summary of Significant Accounting Policies - Continued

 

i. Subsequent Events

 

On April 3, 2021, Interactive Offers LLC repurchased membership interests from one of its investors. The Company paid them $100,000 with two additional payments of $95,000. The first payment is due on November 3, 2021 and the second payment is due on April 3, 2022. The investor’s ownership interest of 20% is now owned by Interactive Offers LLC.

 

On May 7, 2021, Interactive Offers LLC entered into an agreement with an investor, subject to certain conditions, whereby the Company will merge with this investor. The new combined Company will aim to issue 70% of the outstanding shares and the Company’s shareholders will aim to retain 30% of outstanding shares. The combined Company will have two members appointed by the investor and three members appointed by Interactive Offers LLC.

 

The Company has evaluated subsequent events for potential recognition or disclosure through August 16, 2021, the date the financial statements were available to be issued.

 

Note 2 - Paycheck Protection Program (“PPP”) Loan Payable

 

In April 2020, the Company (the “Borrower”), was granted a loan (the "Loan") from Bank of America in the aggregate amount of $121,478 pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which was enacted March 27, 2020.

 

The Loan is in the form of a note dated April 14, 2020 issued by the Borrower and matures on Mach 14, 2022 and bears interest at a rate of 1% per annum. Pursuant to the CARES Act and the subsequent update under the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility Act”), the Company has a period of ten months after the end of the loan forgiveness covered period to apply for forgiveness. In accordance with the Flexibility Act, the Company elected the 24-week loan forgiveness covered period which begins on the date the lender disbursed the PPP funds. Payments of principal and interest on the Loan are deferred during the ten-month period.

 

Funds from the Loan may only be used for qualified expenses which include payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before February 15, 2020. The Consolidated Appropriations Act of 2021 signed into law on December 27, 2020 expanded those eligible costs to include covered operations expenditures, covered property damage costs, covered supplier costs, and covered worker protection expenditures. In accordance with the CARES Act and the PPP, if the loan proceeds are fully utilized to pay for qualified expenses, the full principal amount of the Loan, along with any accrued interest, may qualify for loan forgiveness, subject to potential reduction based on termination of full-time employees or decrease in salaries during the covered period.

 

The Company has submitted for forgiveness and received forgiveness on qualified expenses. The Company has recorded $109,881 as other income and $11,597 as a loan payable. The Small Business Administration (“SBA”) reserves the right to audit these expenses for up to six years.

 

 
Page 9

 

 

Interactive Offers LLC 

 

Notes to Financial Statements

 

Years Ended December 31, 2020 and 2019

 

Note 3 - Due to Officers

 

On January 1, 2020 employment and board member agreements were made with four individuals. These individuals have deferred their salaries and the amounts they are due have been recorded as debt. Payments will be based on the Company’s available cashflow and therefore has be classified as long-term debt. As of the date the financial statements were made available to be issued $151,000 has been repaid.

 

Note 4 - Lease Commitments

 

The Company leases office space in Boca Raton, FL. The lease includes payment for common area utilities and related sales and occupancy taxes. The current lease expires December 31, 2021. Total future maturities of lease commitments are:

 

2021

 

$ 37,295

 

 

Note 5 - Related Party Transactions

 

During 2020 and 2019, the Company paid $430,014 and $255,836 to a party related through common ownership as a reimbursement for outside labor.

 

The Company pays a management fee of $24,000 a month to a party related through common ownership. During 2020 and 2019, these expenses totaled $288,000 and $24,000, respectively.

 

 
Page 10

 

 

Interactive Offers LLC

 

Supplementary Information – Schedules of General and Administrative Expenses.

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Officers' salaries

 

$ 670,000

 

 

$ 202,500

 

Office salaries

 

 

439,306

 

 

 

273,570

 

Payroll taxes and employee benefits

 

 

38,254

 

 

 

36,248

 

Outside labor

 

 

477,951

 

 

 

286,839

 

Professional fees

 

 

103,340

 

 

 

57,510

 

Office expenses

 

 

193,376

 

 

 

66,090

 

Travel

 

 

67,538

 

 

 

154,010

 

Rent

 

 

26,162

 

 

 

36,752

 

Advertising

 

 

11,111

 

 

 

47,182

 

Meals and entertainment

 

 

3,995

 

 

 

3,903

 

Bank charges

 

 

7,995

 

 

 

8,609

 

Insurance

 

 

25,871

 

 

 

31,596

 

Tradeshow expense

 

 

2,488

 

 

 

49,847

 

Recruitment expense

 

 

26,616

 

 

 

15,204

 

Telephone

 

 

4,182

 

 

 

5,045

 

Subcontracted Services

 

 

405,370

 

 

 

158,569

 

Commissions

 

 

52,518

 

 

 

4,000

 

Depreciation

 

 

1,390

 

 

 

-

 

Miscellaneous

 

 

126,474

 

 

 

20,394

 

 

 

 

 

 

 

 

 

 

 

 

$ 2,683,937

 

 

$ 1,457,868

 

 

See Independent Auditor’s Report.

 

 
Page 11

 

 

Interactive Offers LLC 

 

Supplementary Information - Schedules of Commission Revenue and Related Cost of Sales

   

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

MARKETING INCOME

 

$ 5,746,214

 

 

$ 5,213,724

 

 

 

 

 

 

 

 

 

 

COST OF SALES

 

 

3,955,500

 

 

 

3,958,593

 

 

 

 

 

 

 

 

 

 

Net commission revenue

 

$ 1,790,714

 

 

$ 1,255,131

 

  

See Independent Auditor’s Report.

 

 
Page 12