grbx filled and made some money in september
we get 40 %
Amended Quarterly Report (10-q/a)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Amendment No.1)
(MARK ONE)
? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
OR
? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from ______________ to ______________
Commission file number: 001-51554
GREENBOX POS LLC
(Exact name of small business issuer as specified in its charter)
Nevada
22-3962936
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
2305 Historic Decatur Rd #100, San Diego, CA
92106
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number: (619 ) 930-5500
ASAP Expo, Inc.
(Former Name of Registrant)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ? No ?
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ? No ?
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ?
Accelerated filer ?
Non-accelerated filer ? (Do not check if a smaller reporting company)
Smaller reporting company ?
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ? No ?
Number of shares outstanding of the issuer's classes of common equity, as of November 20, 2018, 158,890,363 Shares of Common Stock (One Class)
Table of Contents
EXPLANATORY NOTE
As disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on February 21, 2019, on February 19, 2019, the sole officers and directors, Ben Errez and Fredi Nisan (the “ Management ”) of GreenBox POS (f/k/a GreenBox POS LLC) (the “ Company ”), concluded that the following previously filed financial statements of the Company should not be relied upon: (1) the Company’s unaudited financial statements for the quarterly period ended June 30, 2018, contained in the Company’s Quarterly Report on Form 10-Q, originally filed with the Securities and Exchange Commission (the “ Commission ”) on September 6, 2018, as amended on September 10, 2018 (collectively, the “ Q2 Report ”); and (2) the Company’s unaudited financial statements for the quarterly period ended September 30, 2018, contained in the Company’s Quarterly Report on Form 10-Q, originally filed with the Commission on November 21, 2018 (the “ Original Q 3 Report ”).
As previously disclosed in Note 4 to the financial statements in each of the Q2 Report and the Original Q3 Report, the Company formerly had a revolving line of credit totaling $1,800,000 with Frank Yuan, the Company’s former CEO and Jerome Yuan, the son of Frank Yuan.
As previously disclosed in Note 8 to the financial statements in each of the Q2 Report and the Original Q3 Report, on April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares of the Company’s common stock at a price of $0.001 per share.
The Company, as disclosed in Note 8 in each of the Q2 Report and the Original Q3 Report, calculated that the total fair value of the 144,445,000 shares of common stock was $5,777,800. This resulted in a loss on the settlement of debt in the amount of $5,633,355.
On December 26, 2018, information came to the attention of the Company’s management that led it to investigate whether the Company’s calculation of the total fair value of the 144,445,000 conversion shares was wrong. On February 19, 2019, Management concluded that the price per share of the conversion shares should have been valued using the conversion price of $0.001 and not the April 12, 2018 market price of $0.04.
We are therefore filing this amended 10-Q (“ Amended 10-Q ”) to the Original Q3 Report, to restate our financial statements and revise related disclosures (including, without limitation, those contained under Item 1, Financial Statements, and Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations), contained in the Original Q3 Report to reflect the correct loss on the settlement of debt.
The amendment to the Q2 Report is being filed concurrently with this Amended 10-Q.
Specifically, this Amended 10-Q is being filed in order to restate:
?
Our balance sheets as of September 30, 2018 by recording additional paid-in-capital of $5,532,244 such that the restated additional paid-in capital is now ($664,930) and retained earnings increased by $5,532,244 such that retained earnings are now $336,828.
?
Our statements of operations for the three months and nine months ended September 30, 2018. As a result of the restatement, our consolidated net loss for the three months and nine months ended September 30, 2018 decreased by $nil and $5,568,528, respectively.
As several parts of the Original 10-Q are amended and/or restated by this Amended 10-Q, for convenience, we have repeated the entire text of the Original 10-Q, as amended and/or restated by this Amended 10-Q. Readers should therefore read and rely on this Amended 10-Q in lieu of the Original 10-Q.
Except as amended and/or restated by this Amended 10-Q, no other information included in the Original 10-Q is being amended or updated by this Amended 10-Q. This Amended 10-Q continues to describe the conditions as of the date of the Original 10-Q and, except as contained therein, we have not updated or modified the disclosures contained in the Original 10-Q. Accordingly, this Amended 10-Q should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original 10-Q, including any amendment to those filings.
Table of Contents
TABLE OF CO NTENTS
Page
PART I Financial Information
Item 1.
Condensed Financial Statements
3
Condensed Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited)
3
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017 (unaudited)
4
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (unaudited)
5
Notes to (unaudited) Condensed Financial Statements
6
Item 2.
Management's Discussion and Analysis
15
Item 3.
Controls and Procedures
17
PART II Other Information
Item 1.
Legal Proceedings
18
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
18
Item 3.
Defaults Upon Senior Securities
18
Item 4.
Mine Safety Disclosures
18
Item 5.
Other Information
18
Item 6.
Exhibits
18
Signatures
19
Table of Contents
PART I - FINANCIAL INFORMATION
ITEM 1. FIN ANCIAL STATEMENTS
GREENBO X POS LLC
BALANCE SHEETS
(Unaudited)
September 30,
De cember 31,
2018
2017
(Restated)
ASSETS
Current assets
Note receivable from affiliated company – in anticipation of merger
$ 250,000
Interest receivable from affiliated company
2,731
Current assets of discontinued operations
111,163
Total current assets
252,731 111,163
Furniture and equipment of discontinued operations, net
- 78,763
Total assets
$ 252,731 $ 189,926
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued interest payable
$ 27,478
Convertible note payable, net of unamortized discount of $115,704 and $0
and unamortized loan origination costs of $3,523 and $0 at September 30, 2018
and December 31, 2018, respectively
134,748
Current Liabilities of Discontinued Operations
259,717 685,751
Total current liabilities
421,943 685,751
Long-Term Liabilities
Long-term liabilities of discontinued operations
- 28,560
Total liabilities
421,943 714,311
Stockholders’ Deficit
Preferred stock, $0.01 par value, 5,000,000 shares authorized; zero shares issued and outstanding
- -
Common stock, $0.001 par value, 495,000,000 shares authorized, 158,890,363 and 14,445,363 shares issued and outstanding at September 30, 2018 and December 31, 2017
158,890 14,445
Additional paid-in capital
(664,930 ) (902,272 )
Accumulated deficit
336,828 363,442
Total Stockholders’ Deficit
(169,212 ) (524,385 )
Total Liabilities and Stockholders’ Deficit
$ 252,731 $ 189,926
The accompanying notes are an integral part of these condensed unaudited financial statements.
3
Table of Contents
GREENBO X POS LLC
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2018
2017
2018
2017
(Restated)
(Restated)
Operating Expenses:
Other income (expense)
Interest income
2,731 2,731
Interest expense (including amortization of debt discount of $20,527 and $20,527 respectively
(24,791 ) (48,457 )
Net (loss) income from continuing operations
$ (22,060 ) $ - $ (45,726 ) $ -
Net (loss) income from discontinued operations, net of income taxes
- 22,155 19,112 55,913
Net income (loss)
$ (22,060 ) $ 22,155 $ (26,614 ) $ 55,913
Net income (loss) per common share
Continuing operations
$ (0.00 ) $ - $ (0.00 ) $ -
Discontinued operations
(0.00 ) 0.00 (0.00 ) 0.00
$ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00
Weighted average common shares outstanding
Basic and diluted
158,890,363 14,445,363 104,921,901 14,445,363
The accompanying notes are an integral part of these condensed unaudited financial statements.
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Table of Contents
GREE NBOX POS LLC
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
2018
2017
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) from continuing operations
$ (45,726 )
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Accretion of discount on convertible note payable
20,527
Amortization of debt issuance costs included in interest expense
452
Changes in operating assets and liabilities
Interest receivable from affiliated company
(2,731 )
Accrued interest payable
27,478
Net cash provided by (used in) operating activities - continuing operations
- -
Net cash provided by (used in) operating activities - discontinued operations
92,464 194,177
Net cash provided by operating activities
92,464 194,177
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for note receivable in anticipation of merger
(250,000 ) -
Net cash provided by (used in) investing activities - continuing operations
(250,000 ) -
Net cash provided by (used in) investing activities - discontinued operations
(77,492 ) 2,093
Net cash provided by (used in) investing activities
(327,492 ) 2,093
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings on convertible note payable
253,000 -
Payments of loan origination fees
(3,000 ) -
Net cash provided by (used in) financing activities – continuing operations
250,000 -
Net cash provided by (used in) financing activities – discontinued operations
(14,972 ) (191,449 )
Net cash provided by (used in) financing activities
235,028 (191,449 )
Net increase (decrease) in cash
- 4,821
Cash, beginning of period
- 32,761
Cash, end of period
$ - $ 37,582
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest
$ - $ 751
Income taxes
$ - $ 800
Non-cash investing and financing activities
Discount on convertible debt
$ 136,231 $ -
Vehicle purchased through auto loan
$ - $ 22,789
Conversion of Line of credit, officers to shares of common stock
$ 144,445 $ -
The accompanying notes are an integral part of these condensed unaudited financial statements.
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