Tattoo Technologies, Inc. A Delaware Corporation

Transcription

1 Tattoo Technologies, Inc. A Delaware Corporation FINANCIAL STATEMENTS (Unaudited) and INDEPENDENT ACCOUNTANTS' REVIEW REPORT For the Period of July 28, 2016 (Inception) to December 31, 2016

2 TABLE OF CONTENTS Independent Accountant's Review Report 2 Reviewed Financial Statements: Balance Sheet December 31, Statement of Operations Inception (July 28, 2016) to December 31, Statement of Stockholders' equity July 28, 2016 (inception) to December 31, Statement of Cash Flows July 28, 2016 (inception) to December 31, Notes to Financial Statements December 31,

3 INDEPENDENT ACCOUNTANT S REVIEW REPORT To Management Tattoo Technologies, Inc. Chicago, Illinois Members of: WSCPA AICPA PCPS 802 North Washington PO Box 2163 Spokane, Washington P TF mail@fruci.com We have reviewed the accompanying financial statements of Tattoo Technologies, Inc. (a Delaware corporation), which comprise the balance sheet as of December 31, 2016, and the related statements of operations, stockholders equity and cash flows for the period of July 28, 2016 (inception) through December 31, 2016, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error. Accountant s Responsibility Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion. Accountant s Conclusion Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in accordance with accounting principles generally accepted in the United States of America. As disclosed in Note 4 of the financial statements, Tattoo Technologies, Inc. relies on outside sources to fund operations, and has incurred losses. Accordingly, substantial doubt is raised about Tattoo Technologies, Inc. s ability to continue as a going concern. Fruci and Associates II, PLLC Spokane, WA November 6, 2017

4 Tattoo Technologies, Inc. Balance Sheet As of December 31, 2016 Assets Current Assets Cash $ 114,651 Total Current Assets 114,651 Total Assets $ 114,651 Liabilities Current Liabilities Long Term Liabilities Notes Payable Calvin 18,571 Notes Payable Mark 858 Notes Payable Richard 74 Total Long Term Liabilities 19,503 Total Liabilities $ 19,503 Commitments & contingencies Shareholders' Equity Common Stock, 10,000,000 authorized, par value $ ; 8,570,335 shares issued and outstanding as of December 31, Additional Paid In Capital 178,335 Accumulated deficit (83,273) Total owners' equity 95,148 Total liabilities and owners' equity $ 114,651 3 See accompanying independent accountants' review report and notes to the financial statements

5 Tattoo Technologies, Inc. Statement of Operations July 31, 2016 (inception) to December 31, 2016 Revenue $ Expenses Operating expenses Computer Costs 7,484 Professional Fees 7,445 Outside Services 45,471 Meetings & Seminars 10,275 General and administrative expense 12,593 Total Operating Expenses 83,268 Other Income (Expense) Interest Expense (5) Total Other Income (Expense) (5) Net loss before income taxes 83,273 Provision for income taxes Net loss $ (83,273) Earnings per share Basic & Diluted $ (0.02) Weighted average shares outstanding Basic & Diluted 4,820,920 4 See accompanying independent accountants' review report and notes to the financial statements

6 Tattoo Technologies, Inc. Statement of Stockholders' Equity Common Stock Additional Accumulated Shares Amount Paid in Capital Deficit Total Balance July 28, 2016 (inception) - $ $ $ $ Shares issued for services 8,570, ,335 3,421 SAFEs Investments 175, ,000 Net loss (83,273) (83,273) Balance December 31, ,570,335 $ 86 $ 178,335 $ (83,273) $ 95,148 5 See accompanying independent accountants' review report and notes to the financial statements

7 Tattoo Technologies, Inc. Statement of Cash Flows For the period from July 28, 2016 (inception) to December 31, 2016 Cash flows from operating activities Net loss $ (83,273) Adjustments to reconcile net loss to net Shares issued for services 3,421 Net cash used in operating activities (79,852) Cash flows from financing activities Loans from related parties 19,503 Investor Contributions 175,000 Net cash provided by financing activities 194,503 Net increase in cash 114,651 Cash at beginning of period Cash at end of period $ 114,651 Supplemental cash flow information: Cash paid during the period for: Interest $ 5 Income taxes $ 6 See accompanying independent accountants' review report and notes to the financial statements

8 TATTOO TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 1 NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES. Nature and Continuance of Operations Tattoo Technologies, Inc., a Delaware C-Corporation ( the Company ), was formed on July 28, 2016 and has had limited operations since its inception. The Company is headquartered in Chicago, Illinois and has not realized revenues from its planned operations as of December 31, Tattoo Technologies, Inc. provides a centralized software platform for tattoo artists to connect with customers. One branch of the Company, Find Me Ink, is an integrated mobile application, mobile website, and desktop webpage that allows artists to maintain digital portfolios, book appointments, and promote their appearances at events. Find Me Ink generates scalable revenue from a subscription model from artists and shops. The Company has also started to manage Tattoo Artist Magazine, the leading media platform for tattoo artists. The Company sells advertising space to tattoo supply companies and related businesses. The Company s year-end is December 31. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( GAAP ). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are normal and recurring in nature. 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Advertising costs The Company s advertising costs are expensed as incurred. During the years ended December 31, 2016, the Company recognized $573 in advertising costs. Risks and Uncertainties As of December 31, 2016, the Company has not commenced full scale operations. The Company s activities since inception have consisted of product and business development, and efforts to raise capital. Once the Company commences its planned full scale operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Company s plans or failing to profitably operate the business.

9 TATTOO TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS Revenue Recognitions The Company recognizes revenue from its online subscription and advertising services only when all of the following criteria have been met: (1) Persuasive evidence of an arrangement exists; (2) Delivery has occurred or services have been rendered; (3) The fee for the arrangement is fixed or determinable; and (4) Collectability is reasonably assured. Fair Value of Financial Instruments Financial Accounting Standards Board ( FASB ) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Income Taxes Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the balance sheets approximate their fair value. The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary difference between the financial statements and tax bases of assets and liability using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will be realized. The Company asses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ADC , for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant

10 TATTOO TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. The Company has determined that there are no material uncertain tax positions. The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carryforwards. Measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. The Company accounts for federal income taxes based on the provisions promulgated by the Internal Revenue Service, which has a statute of limitation of three years. It also accounts for state income taxes base on the provisions promulgated by the Illinois Department of Revenue, which has a statute of limitations of three years. The Company currently has a tax net operating loss (NOL) of $83,273 for which it may receive future tax benefits. However, as of December 31, 2016, no such benefit is expected to be recognized in the near term, and therefore, a full valuation allowance has been assessed on any potential income tax benefit. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. At December 31, 2016, the Company had no items, other than bank deposits, that would be considered cash equivalents. The Company maintains its cash in bank deposit accounts, insured up to $250,000 by FDIC. As of December 31, 2016, the Company had $114,651 in cash. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) titled Revenue from Contracts with Customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective and permits the use of either a retrospective of cumulative effect transition method. Early adoption is not permitted. The updated standard will be effective beginning January 1, 2019 for nonpublic entities. The Company is currently evaluating the effect that the updated standard will have on these financial statements and related disclosures. There have also been a number of issued ASUs to amend authoritative guidance, including the above, that either (a) provide supplemental guidance, (b) are technical corrections, (c) are not applicable to the Company, or (d) are not expected to have a significant impact on the Company s financial statements. NOTE 2 STOCKHOLDERS EQUITY Common Stock

11 TATTOO TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS The Company has authorized 10,000,000 common shares with a $ par value. Each common share entitles the holder one vote, in person or proxy, on any other matter which action of the stockholder of the corporation is sought. As of December 31, 2016, 8,570,335 have been issued and are outstanding. Of the 8,570,335 common shares issued and outstanding, 328,351 are fully vested. The other 8,241,984 shares are subject to a discretionary grants and awards plan. One half (1/2) of the total shares subject to this plan vested on the day of grant (October 4, 2016). Thereafter an additional one thirty-sixth (1/36) of the remaining unvested shares subject to this plan will vest on the fourth day of each month. The following table displays the shares granted, vested and aggregate value per shareholder as of December 31, 2016: Shares Vested as of Aggregate Grant Date Shareholder Granted December 31, 2016 Value Sep 12, 16 Ryan Adomaitis 274, ,466 $ 198 Sep 12, 16 Michael Rzeminski 1,788 1,788 1 Sep 12, 16 Jametra Shanks 1,073 1,073 1 Sep 12, 16 Jamel Ahmad 9,854 9,854 7 Oct 04, 16 Mark Mahoney 5,500,000 2,979,167 2,145 Oct 04, 16 Jordan McKim 749, , Oct 04, 16 Richie Hecker 1,500, , Oct 04, 16 Calvin Fan 492, , Dec 31, 16 Matt Knippen 41,170 41, Totals 8,570,335 4,751,093 $ 3,421 $2,750 of expenses will be recognized in the future as the shares continue to vest. Simple Agreement for Future Equity The Company has entered into an equity financing plan for the purchase of Simple Agreement for Future Equity s (SAFE), not to exceed a valuation cap of $2,800,000. The following table lists the SAFE s purchased as of December 31, 2016: Purchase Purchase Date Holder Price Sep 13, 16 MIF LLC (dba Hubrix Ventures) $ 25,000 Oct 05, 16 Novel TMT Ventures Limited 50,000 Nov 16, 16 Toren Kutnick 50,000 Nov 16, 16 Dale Kutnick 50,000

12 TATTOO TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS Total $ 175,000 Stock Options The Company issued 30,000 advisor options that vest as follows: approximately 30% of the total shares subject to this plan vested on the day of grant. Thereafter an additional one twenty-fourth (1/24) of the remaining unvested shares subject to this plan will vest on the fourth day of each month. Below is a table of options outstanding as of December 31, 2016: Options Vested as of Exercise Grant Date Option Holder Granted December 31, 2016 Price Nov 07, 16 Robert C. Link (Bobbie Blink) 10,000 3,016 $ Nov 07, 16 Angel Morillas 10,000 3,016 $ Nov 16, 16 Christopher Clark (Chris St. Clark) 10,000 3,016 $ Totals 30,000 9,048 NOTE 3 RELATED PARTY TRANSACTIONS Calvin Fan (Secretary & Director) loaned $12,500 to the company on November 4, 2016, and $4,000 on August 26, 2017, with no interest or definite repayment date. He has also paid for some Company expenses, and is being reimbursed over the normal course of business. Mark Mahoney (President, CEO & Director) had a dental emergency in January The company paid part ($5000) of the total dental bill as a loan authorized by directors. Mark repaid the loan in the form of company expenses paid by Mark during conventions and other costs, which are documented. Mark Mahoney (President, CEO & Director) was granted 5,500,00 common shares for services rendered in 2016, 2,979,167 have since vested and are valued at $2,145. Jordan McKim (Director) was granted 749,272 common shares for services rendered in 2016, 405,856 have since vested and are valued at $292. Richard Hecker (Chairman & Director) was granted 1,500,000 common shares for services rendered in 2016, 770,833 have since vested and are valued at $555. Calvin Fan (Secretary & Director) was granted 492,712 common shares for services rendered in 2016, 266,886 have since vested and are valued at $192. Toren Kutnick (Director) purchased $50,000 of SAFE s, not to exceed $2,800,000 in value and at no discount.

13 TATTOO TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 4 BASIS OF REPORTING GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception of approximately $83,273 which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt, through a Regulation Equity Crowdfunding campaign, or additional equity financing, and its ultimate ability to commence profitable sales and positive cash flows from its application portfolio subscriptions and advertising services. There are no assurances that management will be able to raise a sufficient amount of capital on acceptable terms to the Company, and the inability to do so would require a reduction in the scope of our planned development which would be detrimental to the Company s business, financial condition and operating results. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. NOTE 5 SUBSEQUENT EVENTS Management has evaluated events from December 31, 2016 through November 3, 2017, the date these financial statements were available to be issued, and has determined that the following events require disclosure: In January 2017, the Company entered into a commercial lease agreement to lease space for operations. The lease term is for two years beginning March 1, 2017 through March 31, 2019 at $1,700 to be paid on the first on a monthly basis. In February 2017, the Company entered into an agreement with Nikita Anikeev for the development of its website and mobile application. The anticipated date of deliverables is April 20, 2017, for consideration of $13,500 to be paid in separate installments and 357,143 shares of newly issued common stock to be issued upon final acceptance of the finished product. On May 1, 2017 Toren Kutnick (Director) purchased $50,000 of SAFE s, not to exceed $2,800,000 in value and at 15% discount. On May 15, 2017, 8,000 options were granted to Robert (Robbie) Ripoll for advisory services, they will be valued at $6 once fully vested at an exercise price of $ In late August 2017, the Company received a note payable from Calvin Fan for $4,000 with 0% interest to be repaid at Company s discretion. During late October 2017, the Company signed an agreement for listing on a registered portal in order to attempted to raise additional capital under Regulation Crowdfunding, with a valuation cap of $3,500,000.

14 TATTOO TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS The following common shares were granted for services rendered during 2017 to the date of the review report: Common Shares Vested on Value of Grant Date Shareholder Shares September 4, 2017 Granted Shares July 7, 2017 Kevin Lafin 50,000 26,389 $ 19 July 8, 2017 Kris Richter 75,000 39,583 $ 29 The following SAFE s were purchased during 2017 to the date of the review report: Purchase Date SAFE Holder Value Discount March 6, 2017 Leverest Holdings, Inc. $ 10,000 May 1, 2017 Toren Kutnick $ 50,000 15% May 1, 2017 Dale Kutnick $ 50,000 15% In early November 2017, Richard Hecker (Director) separated from the Company. Mr. Hecker did not participate in management of the Company. There was no severance or agreement upon his departure.