Use of Generally Accepted Accounting Principles ("GAAP") Financial Measures We use United States GAAP financial measures in the section of this report captioned "Management's Discussion and Analysis or Plan of Operation" (MD&A), unless otherwise noted. All of the GAAP financial measures used by us in this report relate to the inclusion of financial information. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this annual report. All references to dollar amounts in this section are inUnited States dollars, unless expressly stated otherwise. Please see Item 1A [Missing Graphic Reference] "Risk Factors" for a list of our risk factors.
Comparison of the Fiscal Years Ended
A comparison of the Company's operating results for the fiscal years ended
For the year ended
North American Custom Global Digital GDSI Florida, Specialty Solutions, Inc LLC Vehicles, Inc Totals Revenue $ - $ - $ - $ - Cost of Sales - - - - Gross Profit - - - - Operating Expenses 1,085,417 - - 1,070,317 Operating Income (Loss) (1,085,417 ) - - (1,070,317 ) Other Income (Expenses) (11,521,133 ) - - (11,521,133 ) Income (Loss) - Before Tax$ (12,605,540 ) $ - $ -$ (12,591,440 )
For the year ended
North American Global Digital GDSI Florida, Custom Solutions, Inc LLC Specialty Vehicles, Inc. Totals Revenue $ - $ - $ - $ - Cost of Sales - - - - Gross Profit - - - - Operating Expenses 1,363,800 - - 1,363,800 Operating Income (Loss) (1,363,800 ) - - (1363,800 ) Other Income (Expenses) (1,928,722 ) 15 - (1,928,707 ) Income (Loss) - Before Tax$ (3,292,522 ) $ 15 $ -$ (3,292,507 ) -17- Table of Contents The variances between fiscal years endingDecember 31, 2020 , and 2019 are as follows: North American Global Digital Custom Solutions, Inc GDSI Florida, LLC Specialty Vehicles, Inc Totals Revenue $ - $ - $ - $ - Cost of Sales - - - - Gross Profit - - - - Operating Expenses (293,483 ) - - 293,483 Operating Income (Loss) (293,483 ) - - (293,483 ) Other Income (Expenses) (9,592,401 ) - - (9,592,401 ) Income (Loss) - Before Tax$ (9,298,918 ) $ - $ -$ (9,298,918 ) Operating Loss
Loss from operations for the years ended
Liquidity, Financial Condition and Capital Resources
As of
The decrease in working capital is mainly due to the overall reduction in our business activities and lack of outside funding.
Note Financing OnJanuary 26, 2015 , the Company agreed to a$250,000 principal (and a$25,000 original discount amount) Convertible Note withJMJ Financial ("JMJ"). The Note matures onJanuary 26, 2017 , unless earlier converted pursuant to the terms of the Convertible Note. The Note bears interest at 0% if repaid in the first 90 days and then a one-time interest charge of 12% applied on the principal sum. The outstanding principal and interest under the Note is convertible, solely upon an Event of Default (as defined in the Note), at the option of the Holder of the Note into shares of the Company's common stock as set forth in the Note.
During the year ended
?
such payment shall be made on
?
?
?
A total of
OnJanuary 16, 2015 , the Company agreed to a$78,750 principal Convertible Redeemable Note withLG Capital Funding, LLC ("LG Capital "). The Note matures onJanuary 16, 2016 , unless earlier converted pursuant to the terms of the Convertible Note. The Note bears interest at 8% per annum. The outstanding principal and interest under the Note is convertible, solely upon an Event of Default (as defined in the Note), at the option of the Holder of the Note into shares of the Company's common stock as set forth in the Note. OnDecember 12, 2017 , the Company entered into a redemption agreement withLG Capital Funding, LLC , to repay the outstanding balance of$68,110 . -18-
Table of Contents
During the year ended
?
?
?
?$25,000 byMarch 30, 2018
? The remaining balance by
A total of
OnDecember 22, 2017 , the Company entered into a financing agreement with an accredited investor for$1.2 million amended onDecember 10,2019 and increased to$1,850,000 . Under the terms of the agreement, the Company is to receive milestone payments based on the progress of the Company's lawsuit for damages against Grupo Rontan Metalurgica, S.A (the "Lawsuit"). Such milestone payments consist of (i) an initial purchase price payment of$300,000 , which the Company received onDecember 22, 2017 (ii)$150,000 within 30 days of the Lawsuit surviving a motion to dismiss on the primary claims; (iii)$100,000 within 30 days of the close of all discovery in the Lawsuit; and (iv)$650,000 within 30 days of the Lawsuit surviving a motion for summary judgment and challenges on the primary claims. As part of the agreement, the Company shall pay the investor an investment return of 100% of the litigation proceeds to recoup all money invested, plus 27.5% of the total litigation proceeds received by the Company. As ofDecember 31, 2019 $1,850,000 was outstanding, as ofDecember 31, 2020 and through the date of this report, the$2,550,000 note remains outstanding. OnDecember 23, 2017 , the Company entered into a$485,000 Demand Promissory Note withVox Business Trust, LLC (the "Purchaser"). The note was in settlement of the amounts accrued under a consulting agreement (Note 7), including$200,000 owed for retainer payments throughDecember 2017 and$285,000 owed to the Purchaser when the Resolution Progress Funding was met onDecember 22, 2017 . As part of the agreement, the Purchaser may not demand payment prior to the date of the Resolution Funding Date. The Company also agreed to grant 5,000,000 shares within 90 days of the Resolution Progress Funding Date and 10,000,000 shares within 90 days of the Resolution Funding Date. The 5,000,000 shares were issued onMarch 13, 2018 .
OnDecember 26, 2017 , the Company entered into a$485,000 Demand Promissory Note withRLT Consulting, Inc (the "Purchaser"). The note was in settlement of the amounts accrued under a consulting agreement (Note 7), including$200,000 owed for retainer payments throughDecember 2017 , and$285,000 owed to the Purchaser when the Resolution Progress Funding was met onDecember 22, 2017 . As part of the agreement, the Purchaser may not demand payment prior to the date of the Resolution Funding Date. The Company also agreed to grant 5,000,000 shares within 90 days of the Resolution Progress Funding Date and 10,000,000 shares within 90 days of the Resolution Funding Date. The 5,000,000 shares were issued onMarch 13, 2018 (along with an additional 4,000,000 for further services).
Investment Return Purchase Agreements
OnApril 3, 2018 , the Company entered into an Investment Return Purchase Agreement with an accredited investor (the "Purchaser") for proceeds of$50,000 (the "Investment Agreement"). Under the terms of the Investment Agreement, the Company agreed to pay the Purchaser the$50,000 proceeds plus a 50% return, or$25,000 (the "Investment Return") within seven (7) months from the date of the Investment Agreement. The Investment Return is being recognized as interest expense over the seven months. In addition, the Company agreed to issue to the Purchaser 1,000,000 warrants to purchase common stock of the Company at an exercise price of$0.01 per share, exercisable for a period of five (5) years. The warrants were valued using the Black Scholes Merton model, resulting in a fair value of$9,000 . The key valuation assumptions used consist, in part, of the price of the Company's common stock of$0.009 at issuance date; a risk-free interest rate of 2.60% and expected volatility of the Company's common stock, of 234.58%. Due to the short-term nature of the Investment Agreement and the insignificant amount, the warrant fair value was immediately expensed as a financing cost. As of the date of the issuance of these financial statements, the Investment Return has been paid to the Purchaser, and$0 is outstanding. OnMay 15, 2018 , the Company entered into an Investment Return Purchase Agreement with an accredited investor (the "Purchaser") for proceeds of$200,000 (the "Investment Agreement"). Under the terms of the Investment Agreement, the Company agreed to pay the Purchaser the$200,000 proceeds plus a 10% return, or$20,000 (the "Investment Return") within three (3) months from the date of the Investment Agreement. The Investment Return is being recognized as interest expense over the three months. Such Investment Return shall be paid earlier if the Company secures funding totaling$500,000 within 90 days from the date of the Investment Agreement. In addition, the Company agreed to issue to the Purchaser 2,000,000 warrants to purchase common stock of the Company at an exercise price of$0.01 per share, exercisable for a period of three (3) years. The warrants were valued using the Black Scholes Merton model, resulting in a fair value of$13,000 . The key valuation assumptions used consist, in part, of the price of the Company's common stock of$0.007 at issuance date; a risk-free interest rate of 2.75% and expected volatility of the Company's common stock, of 274.39%, Due to the short-term nature of the Investment Agreement, the warrant fair value was immediately expensed as a financing cost. As ofDecember 31, 2020 , the Investment Return has not been paid to the Purchaser, and$200,000 is outstanding. We are currently in default under terms of the note. -19- Table of Contents Notes Payable OnMay 12, 2020 , the Company andBBVA USA entered into a 1% SBA PPP, Promissory Note, in the aggregate principal of$103,125 . The note is payable in monthly payments of$5,805 beginning onDecember 12, 2020 , ending onMay 12, 2022 . OnAugust 31, 2017 , the Company entered into a$20,000 6% promissory note with an individual. The note is due onFebruary 15, 2018 . Upon default, the interest rate increases to 18% until the principal is fully repaid.
On
OnJune 1, 2018 , the Company entered into a$300,000 non-convertible note with an accredited investor with$150,000 original issue discount ("OID") for net proceeds of$150,000 . As part of the note agreement, the Company also agreed to issue the investor 5,000,000 warrants at an exercise price of$0.01 , exercisable for a period of three (3) years. The warrants were valued using the Black Scholes Merton model, resulting in a relative fair value after allocation of$28,378 . The key valuation assumptions used consist, in part, of the price of the Company's common stock of$0.007 at issuance date; a risk-free interest rate of 2.62% and expected volatility of the Company's common stock, of 275.26%, The relative fair value of the warrants as well as the OID have been classified as a debt discount to be amortized over the life of the note using the effective interest method. Amortization expense for the year endedDecember 31, 2019 was$111,667 . Payments of$100,000 were made onMay 31, 2019 andJune 24, 2019 . As ofDecember 31 , and the issuance date of these financial statement$100,000 remains outstanding. The note bears a personal guarantee byWilliam Delgado , the Chief Executive Officer of the Company. As further security for the note,Mr. Delgado has also pledged the 1,000,000 Convertible Preferred Shares of the Company that he owns, as well as 5,000,000 common shares of another public company in whichMr. Delgado is a director and Chief Financial Officer. OnMay 28, 2019 , the Company amended theMarch 28, 2018 $50,000 note payable. The Company agreed to increase the holder's return by$25,000 to$50,000 and repaid the original$50,000 principal inMay 2019 . Additionally, the holder is to receive 1,000,000 additional common stock warrants under the same terms as the originalMarch 2018 warrants and the holder will receive$15,000 in common stock at a 20% discount to the closing price on the date the$50,000 holder's return is paid. The note was paid off onMay 22, 2019 and the stock was issued onAugust 10, 2019 .
Securities Purchase Agreement/Convertible Notes
OnDecember 19, 2018 , The Company andAdar Alef, LLC entered into a security purchase agreement for four 8% Convertible Notes in the aggregate principal of$105,000 with all four notes being in the amount of$26 , 500 each. The notes shall contain a 5% OID such that the purchase price shall be$25,000 . The notes are convertible into shares of common stock of The Company. Note 1 was issued onDecember 19, 2018 and paid off onJune 24, 2019 . Notes 1 and 2 in the amount of$25,250 were issued onAugust 1st andAugust 19th respectively The note was
paid off onApril 15, 2020 . OnMarch 7, 2019 , the Company andPower Up Lending Group entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of$58,000 due onMarch 7, 2020 . The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. The note was paid off onSeptember 10, 2019 . OnAugust 15, 2019 , the Company andPower Up Lending Group entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of$53,000 due onAugust 15, 2020 . The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. As of the issuance date of these financial statements, the note remains outstanding. The note was paid off inAugust 15, 2019
OnSeptember 24, 2019 , the Company andPower Up Lending Group entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of$58,000 due onSeptember 24, 2020 . The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. The note was paid off onSeptember 9, 2020 . OnMay 10, 2019 , the Company andGHS Investments LLC entered into a security agreement for a 10% Convertible Note in the aggregate principal of$335,000 due onFebruary 10, 2020 . The note carries original issue discount or$35,000 . The note is convertible into shares of common stock of the Company. The "Conversion Price" shall mean 60% multiplied by the Market Price (as defined herein), representing a discount rate of 40%. "Market Price" means the lowest Traded Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Company is required to maintain a common share reserve of not less than three times the number of shares that is actually issuable upon full conversion of the note. The purchaser will also receive warrants to purchase 5,000,000 shares of GDSI common stock at$.01 /share. Warrants will have a three-year term to exercise. The Convertible Note is personally guaranteed byWilliam Delgado , CEO. The note has been extended by the lender and the principal balance owed as ofDecember 31, 2020 , is$608,760 . As ofDecember 31, 2019 $1,850,000 was outstanding, as ofDecember 31, 2020 and through the date of this report, the$2,550,000 note
remains outstanding. -20- Table of Contents Convertible Promissory Note
OnNovember 2, 2018 , The Company entered into a convertible promissory note arrangement withActus Fund, LLC in the principal amount of$90,000 . The principal amount of the note with interest at 12% is due onJuly 2, 2019 . The note is convertible into shares of The Company's common stock. The conversion price shall equal the lessor of (i) Current Market price or (ii) Variable Market price as defined as Market Price less a 50% discount price. The note was paid off onMay 15, 2019 . OnAugust 9, 2019 , The Company entered into a convertible promissory note arrangement withActus Fund, LLC in the principal amount of$142,750 . The principal amount of the note with interest at 12% is due onMay 19, 2020 . The note is convertible into shares of The Company's common stock. The conversion price shall equal the lessor of (i) Current Market price or (ii) Variable Market price as defined as Market Price less a 50% discount price. The note was paid off onFebruary 2, 2020 . OnApril 7, 2020 , The Company entered into a convertible promissory note arrangement withActus Fund, LLC in the principal amount of$197,000 . The principal amount of the note with interest at 12% is due onFebruary 7, 2021 . The note is convertible into shares of The Company's common stock. The conversion price shall equal the lessor of (i) Current Market price or (ii) Variable Market price as defined as Market Price less a 50% discount price. As of the issuance date of the financial statements the note remains outstanding and is in default
OnJanuary 21, 2019 , the Company entered into a Convertible Promissory Note withCrown Bridge Partners, LLC ., in the principal amount of$75,000 . The note carries original issue discount of$7,500 The Principal amount with interest at 12% will be due in twelve months from the advance. The Principal amount will be advanced in Tranches of$25,000 each. The note is convertible into shares of The Company's common stock. The conversion price shall equal the lessor of (i) Current Market price or (ii) Variable Market price as defined as Market Price less a 45% discount price. In addition, the Company agreed to issue toCrown Bridge Partners 3,750,000 warrants to purchase common stock of the Company at an exercise price of$0.01 per share, exercisable for a period of five (5) years. The outstanding balance of the note was converted onApril 14, 2020 . OnFebruary 26, 2019 , the Company entered into a 10% Convertible Promissory Note withTangiers Global LLC . in the principal amount of$55,000 due onFebruary 26 , 220. The note is convertible into shares of the Company's common stock. The conversion price shall equal 55% of the lowest trading price of the Company's common stock during the 20 consecutive trading days prior to the date on which the holder elects to convert part of all of the note. The note was paid off
onSeptember 19, 2019 .
OnOctober 16, 2019 , the Company entered into a 10% Convertible Promissory Note withTangiers Global LLC . in the principal amount of$137,500 due onOctober 16, 2020 . The note is convertible into shares of the Company's common stock. The conversion price shall equal 60% of the lowest trading price of the Company's common stock during the 20 consecutive trading days prior to the date on which the holder elects to convert part of all of the note. The note was paid off
onMay 5, 2020 .
OnFebruary 7, 2020 , the Company andPower Up Lending Group entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of$103,000 , due onFebruary 7, 2021 . The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. The note was paid off onAugust 10, 2020 . OnApril 3, 2020 , the Company andFirst Fire Global Opportunity Fund LLC , entered into a security purchase agreement for a 8% Senior Convertible Promissory Note in the aggregate principal of$100,000 due onApril 3, 2021 . The note is convertible into shares of common stock of the Company. The note can be converted at any time after the issue date. The conversion price shall be equal to the lower of the Fixed Conversion of$0 .01per share or the Alternative Conversion Price which is defined as 60% of the Market Price for the lowest trading date during a twenty-day trading period ending on the latest complete trading date prior to the Conversion date. The note was paid off by the ECO
of the Company see Note 9. OnApril 6, 2020 , the Company andPower Up Lending Group entered into a security purchase agreement for a 10% Convertible Promissory Note in the aggregate principal of$53,000 due onApril 6, 2021 . The note is convertible into shares of common stock of the Company. The note can be converted (180) days following the date of the note. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete. outstanding. The note was paid off by the CEO of the Company see Note 9. -21- Table of Contents OnApril 6, 2020 , the Company andPower Up Lending Group entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of$53,000 due onApril 6, 2021 . The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. The note was paid off on October10, 2020.
On
Convertible promissory in the aggregate principal of$197,000 due onFebruary 7, 2021 . The note is convertible into shares of The Company's common stock. The conversion price shall equal the lessor of (i) Current Market Price, or (ii) Variable Market price as defined as Market Price less a 50% discount price. As ofJune 30, 2020 , and through the date of this report, the principal balance totaling$197,000 is outstanding. OnApril 15, 2020 , the Company andPlatinum Point Capital entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of $$82,500 due onApril 15, 2021 . The note is convertible into shares of common stock of the Company. The note can be converted at any time after the issue date. The conversion price is equal to the Variable Conversion price which is defined as 60% of the Market Price for the lowest trading date during twenty-day trading period ending on the latest complete trading date prior to the Conversion date. The note was paid off the CEO of the Company. See Note 9. OnMay 20, 2020 , the Company andGS Capital Partners, LLC entered into a 10% Convertible Note in the aggregate principal of$165,000 due onFebruary 20, 2021 . The note can be converted into shares of common stock of the Company. at any time after the issue date, at a price of$0.01 per share. As ofJune 30, 2020 , and through the date of this report, the principal balance totaling$165,000 is outstanding. The note was paid off by CEO of the Company. see Note 9. OnJune 29, 2020 , the Company andPower Up Lending Group entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of$53,000 due onJune 29, 2021 . The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. The note is outstanding atDecember 31, 2020 .
On
OnOctober 6, 2020 , the Company andPower Up Lending Group entered into a security purchase agreement for a 10% Convertible Note in the aggregate principal of$75,000 due onAugust 25, 2021 . The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 61% of the Market Price for the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. The note is outstanding atDecember 31, 2020 . Going Concern The audited consolidated financial statements contained in this annual report on Form 10-K have been prepared on the assumption that the Company will continue as a going concern. The Company has accumulated losses from inception through the period endedDecember 31, 2020 , of$51,560,884 as well as negative cash flows from operating activities. Furthermore, as of the date of this filing, the Company does not have sufficient cash resources to achieve its goals throughDecember 31, 2021 . The consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to obtain any additional financing required and ultimately to attain profitability. If the Company raises additional funds through the issuance of equity, the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences, or privileges senior to the rights, preferences, and privileges of the Company's common stock. Additional financing may not be available upon acceptable terms. If adequate funds are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its future plans for developing its business and achieving commercial revenues. If the Company is unable to obtain necessary capital, the Company may have to cease operations. Working Capital Deficiency December 31, December 31, 2020 2019 Current Assets $ 264$ 499,402 Current Liabilities 17,406,559 6,683,191 Working Capital$ (17,403,295 ) $ (6,183,789 ) The decrease in current assets from 2019 to 2020 is due to an Decrease in cash provided by financing activities. The increase in current liabilities is mainly due to increases in Convertible Notes Payable and Notes Payable during the
year endedDecember 31, 2020 . -22- Table of Contents Cash Flow Year EndedDecember 31 ,December 31, 2020 2019
Net cash used in operating activities
(164,477 ) (26,282 ) Net cash provided by financing activities 1,143,336 1,983,863 Increase(decrease) in cash$ (493,138 ) $ 485,302 Operating Activities Net cash used in operating activities was$1,471,997 for the year endedDecember 31, 2020 . Cash used during the year endedDecember 31, 2020 was primarily due to the net loss of$12,606,540 . Net cash used in operating activities was$1,472,279 for the year endedDecember 31, 2019 . Cash used during the year endedDecember 31, 2019 was primarily due to the net loss of$3,292,522 . Investing Activities
For the year ended
For the year ended
Financing Activities For the years endedDecember 31, 2020 , and 2019 net cash provided by financing activities was$ 1,143,336 and$1,983,863 . respectively. Cash provided by financing activities was due to the proceeds from convertible payable and notes payable. Future Financing
We will require additional funds to implement our growth strategy for our business. In addition, while we have received capital from various private placements of equity and convertible debt that have enabled us to fund our operations, additional funds will be needed for further business development.
-23- Table of Contents
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders. Effects of Inflation
We do not believe that inflation has had a material impact on our business, revenues, or operating results during the periods presented.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in the notes to our financial statements included in this Annual Report on Form 10-K for the year endedDecember 31, 2020 . We believe that the accounting policies below are critical for one to fully understand and evaluate our financial condition and results of operations. Recent Accounting Standards -24- Table of Contents
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