Very few positives -- Revenues up and will hopefully continue to rise even though the revenues even though they have multiplied X 5 the losses from PY. They will not be able to fit company expenses regardless of the revenue being generated.... Competition of NRL continues to be low, however, are supposed to continually be gradually progressing year after year. That being said as a investor it's time to start making big moves before it's too late. Sadly, Murida Inc Dba Rotmans was not linked in this 10-K at all. They completely shut the idea down which is what all investors were looking for and not hinting towards this merger sort of put the cherry on the cake with this 10-K. Hopefully, as many expect they crunched a ton of things out and now able to focus all energy on this merger acquisition of Murida Inc Dba Rotmans.
Some notes from the 10-K
1.
Net Loss went from 2017 - (1,184,474) TO 2018 - ($5,401,222).
In no way even with what the 1Q revenue is at there is no way they will be able to tackle something coming in at a loss that high.
The 10-K States:
Our limited operating history makes it difficult to evaluate our business. We expect to make significant future operating expenditures to develop and expand our business into areas such as OEM product lines and offerings in the mattress and furniture arenas. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this Report, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly, we may not be able to achieve or maintain profitability, and we may incur significant losses for the foreseeable future. See additional discussion under Liquidity and Capital Resources.
At December 31, 2018 our cash position was $50,052 and we had an accumulated deficit of $34,072,553. We plan to finance our operations for the next twelve (12) months through the use of cash on hand, stock warrant exercises from existing shareholders, raising capital through private placements and the possible acquisition of a cash flow positive foam business in key areas of the furniture world that includes finished mattresses, component cores, topper cores and pillows. You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, have not generated net earnings on an annual basis. Various factors, such as economic conditions, regulatory and legislative considerations, and competition, may also impede our ability to expand our market presence. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate positive cash flows or profits we anticipate in the future.
2.
Holy Christ the ROTMAN FAMILY JUST BECAME LOADED! GREAT DEAL.... SIGH.... In any way can someone argue that this deal seems fair? You have got to be kidding me.. In what way can the company even afford something like this?
Per Steven Rotman’s Employment agreement, he is to be paid approximately $1 per year in cash, $20,833 per month to be paid in shares based on a 20-day average at a 0% discount to market, an option to purchase 11,000,000 shares of common stock at par value as a signing bonus, and $200,000 as a performance bonus. During the year ended December 31, 2018, the Company expensed approximately $222,000 related to shares issued, $550,000 related to options granted, and a performance bonus in the amount of $200,000 Of the expensed amount, approximately $257,473 was paid in cash, $195,000 related was related to the performance bonus and $57,473 for reimbursable company expenses.
Designcenters.com is owned by Jamie Rotman, who is the daughter of the Company’s CEO, Steven Rotman. Designcenters.com provides bookkeeping and management services to the Company. In exchange for such services, the Company has entered into a consulting agreement with the related party entity. Per Design’s consulting agreement, it is to be paid approximately $7,100 per month to be paid in cash or shares, if shares it’s based on a 20-day average at a 50% discount to market, $10,000 quarterly bonus to be paid in shares using the same formula and 300,000 shares of common stock as a one-time signing bonus. During the year ended December 31, 2018, the Company expensed approximately $222,010. Of the expensed amount, approximately $35,400 was paid in cash.
Blue Oar Consulting, Inc. is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar provides business consulting services to the Company. In exchange for such services, the Company has entered into a consulting agreement with the related party entity.
Per Blue Oar’s consulting agreement, it is to be paid approximately $15,000 per month in cash for expenses, $12,500 per month to be paid in shares based on a 20-day average at a 50% discount to market, an option to purchase 7,500,000 shares of common stock at par value as a signing bonus, and $175,000 as a bonus. During the year ended December 31, 2018, the Company expensed approximately $1,010,000. Of the expensed amount, approximately $212,500 was paid in cash.
3.
Well great this explains to all why they were late but are now paying a outside audit firm. Terrific MORE LOSSES being added to VYST's expense sheet..
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d - 15(f) under the Securities Exchange Act of 1934). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that our receipts and expenditures are made in accordance with management authorization; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting, however well designed and operated, can provide only reasonable, and not absolute, assurance that the controls will prevent or detect misstatements. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.
Management, under the supervision and with the participation of our Chief Executive Officer and our acting Chief Financial Officer, conducted an evaluation of our internal control over financial reporting as of December 31, 2018 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013. Based on our evaluation under the COSO framework, management concluded that our internal control over financial reporting was not effective as of December 31, 2018. Such conclusion was reached based on the following material weaknesses noted by management:
a) We have a lack of segregation of duties due to the small size of the Company.
b) The Company did not maintain reasonable control over records underlying transactions necessary to permit preparation of the Company’s financial statements.
c) Lack of controls that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposal of the Company’s assets that could have a material effect on the financial statements.
d) Lack of a formal CFO position who can devote significant attention to financial reporting resulted in multiple audit adjustments.
e) Lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management believes the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future period.
Management expects to strengthen internal control during 2019 by developing stronger business and financial processes for accounting for transactions such as warrant/stock issuances, which will enhance internal control for the Company.
