U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2016

 

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number:  000-7475

____________________________

 

SOOUM CORP.

 (Exact name of registrant as specified in its charter)

 

                                 Minnesota                                                                        41-0831186

(State or other jurisdiction of incorporation or organization)              (I.R.S. Employer Identification No.)

           

590 Madison Avenue, Suite 1800, New York, New York 10022

(Address of principal executive offices)

(646) 801-3772

(Registrant’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.    [  ] Yes  [ X  ]  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [   ]  No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]  Accelerated Filer [ ]     Non-Accelerated Filer [ ]    Smaller Reporting Company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [   ]  Yes [X]  No

 

The number of shares of issuer’s common stock, par value $0.0001 per share, outstanding as of June 30, 2016 was approximately 68,817,927

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PART I - FINANCIAL INFORMATION

Item 1:

Financial Statements

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Unaudited Consolidated Balance Sheets – June 30, 2016 (Unaudited) and December 31, 2015

4

Unaudited Consolidated Statements of Operations – Six Months Ended June 30, 2016 and 2015

5

Unaudited Consolidated Statements of Cash Flows – Six Months Ended June 30, 2016 and 2015

(Unaudited)

6

Notes to Unaudited Consolidated Financial Statements

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Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

Item 3:

Quantitative and Qualitative Disclosures About Market Risks

14

Item 4:

Controls and Procedures

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PART II - OTHER INFORMATION

Item 1:

Legal Proceedings

14

    

Item 1A:

 Risk Factors

14

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

14

Item 3:

Defaults Upon Senior Securities

15

Item 4:

Mine Safety Disclosures

15

Item 5:

Other Information

15

Item 6:

Exhibits

16

Signatures

16

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Item 1:  Financial Statements

SOOUM CORP.

New York, New York

3

SoOum Corp.

New York, New York

UNAUDITED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these financial statements

 

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The accompanying notes are an integral part of these financial statements

 

5

SoOum Corp.

New York, New York

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements

 

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SOOUM CORP.

New York, New York

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – Basis of Presentation

 

 The condensed consolidated financial statements of SoOum Corp. (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s Form 10-K, and other reports filed with the SEC.

 

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.  The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.  Certain information that is not required for interim financial reporting purposes has been omitted.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of SoOum Corp., and its wholly owned subsidiaries; Nature Vision, Inc. and SoOum (the “Company”).  All significant inter-company balances have been eliminated in consolidation.

 

NOTE B – Summary of Significant Accounting Policies

 

                All significant accounting policies can be viewed on the Company’s annual report filed with the Securities and Exchange Commission.

 

NOTE C – Recently Issued Accounting Standards

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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SOOUM CORP.

New York, New York

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE D – Acquisition – iPoint Television

 

On January 15, 2014, the Company completed the acquisition of 90% of the issued and outstanding membership interest of iPoint.  Pursuant to the Securities and Exchange Agreement the Company issued Clark Ortiz, the Company’s CEO and Chairman, 25,000,000 shares of Swordfish’s Series A Preferred Stock, which has voting rights equal to 100 shares of the Company’s common stock and is convertible into the Company’s common stock at the rate of 10 shares of common stock for each share of Series A Preferred Stock.  In addition to issuance of the Series A Preferred Stock, the Company agreed as part of the purchase price to issue 50,000,000 shares of its common stock to Mr. Ortiz.  At the date of the transaction, the Company didn’t have any authorized and unissued shares available to issue to Mr. Ortiz, however in order to close the transaction, Mr. Ortiz agreed to close the transaction pending the Company increasing the authorized shares of common stock, which the Company did on March 25, 2014.  As a result of the transaction, the Company owns 90% of issued and outstanding membership interests in iPoint Television LLC and is therefore a majority owned subsidiary of the Company and the Company will be able to report the results of iPoint on a consolidated basis in the Company’s financial statements.  iPoint Television, also known as iPoint TV, is a Smart media and entertainment company, which holds development licenses from Apple, Android, Google, Roku, Kindle and most every smart device.  iPoint is  a full service Internet Protocol Television (IPTV), media entertainment company which develops applications for mobile and TV smart devices. As an acquisition of common control we are recording the assets acquired at their cost which is $0. The Company incurred $2,500 of acquisition expense which was expensed. iPoint did not have any results from operations from the date of acquisition through June 30, 2016.

 

NOTE E – Going Concern 

 

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations.  As a result, there is an accumulated deficit of at June 30, 2016.

 

The Company’s continued existence is dependent upon its ability to raise capital or acquire a marketable company.  The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

NOTE F – Term Notes Payable

 

 The Company is in default on all of the following unsecured term notes payable.

 

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SOOUM CORP.

New York, New York

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE G – Convertible Promissory Notes Payable

 

 As of June 30, 2016, the Company has outstanding eight (8) security purchase agreements with accredited investors for the sale of convertible promissory notes bearing interest at 10% - 12%, per annum.  Pursuant to the convertible promissory notes the investor may convert the amount paid towards the Securities Purchase Agreements into common stock of the Company.  Conversion prices vary based on the agreements and have various discount rates and terms. Trading price means the closing bid price on the OTC Market Over-the-Counter Bulletin Board Pink Sheets.

 

The conversion rights embedded in the Notes are accounted for as derivative financial instruments because of the down round feature of the conversion price.  The beneficial conversion feature was valued at the date of issuance using the Black-Scholes-Merton options pricing model with the following assumptions:  risk free interest rates ranging from .07% to .45%, contractual expected life of six (6) to twelve (12) months, expected volatility of 185% to 931%, calculated using the historical closing price of the company’s common stock, and dividend yield of zero, resulting in fair market value.

 

   The Company had convertible debentures outstanding as follows:

June 30, 2016		Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount
Convertible Debentures
January 10, 2014 - Debenture		$      7,150	$           ––	$        7,150
February 28, 2014 – Debenture		8,410	––	8,410
April 2, 2014 – Debenture		17,815	––	17,815
June 18, 2014 – Settlement Agreement		58,420	––	58,420
October 05, 2015 - Debenture		3,500	––	3,500
October 21, 2015 - Debenture		6,275	––	6,275
November 23, 2015 - Debenture		9,655	––	9,655
December 3, 2015 - Debenture		13,000	––	10,782
Total Convertible Debentures		$       124,225	$           ––	$       124,225

 

 

 

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SOOUM CORP.

New York, New York

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE G – Convertible Promissory Notes Payable - continued

December 31, 2015		Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount
Convertible Debentures
January 10, 2014 - Debenture		$      7,150	$           ––	$        7,150
February 28, 2014 – Debenture		8,410	––	8,410
April 2, 2014 – Debenture		17,815	––	17,815
June 18, 2014 – Settlement Agreement		58,420	––	58,420
October 05, 2015 - Debenture		3,500	––	3,500
October 21, 2015 - Debenture		6,275	––	6,275
November 23, 2015 - Debenture		10,988	––	10,988
December 3, 2015 - Debenture		13,000	(5,371)	7,629
Total Convertible Debentures		$       125,558	$     (5,371)	$       120,187

NOTE H – Accrued Expenses

 

   Accrued Expenses consisted of the following at June 30, 2016 and December 31, 2015:

 

NOTE I – Stockholders’ Equity

 

   Preferred Stock

 

On August 12, 2015, the Company approved a reverse stock split of their common stock at 1,000 shares to 1.  In conjunction with this reverse, the rate at which preferred stock is convertible to common was also impacted by the same 1,000 rate. The new conversion rates are reflected above.

 

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SOOUM CORP.

New York, New York

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE I – Stockholders’ Equity – continued

 

Common Stock 

 

 On August 12, 2015, the Company approved a reverse stock split of their common stock at 1,000 shares to 1.

 

On October 13, 2015, the Company resolved to adopt the Employees, Directors and Consultants Stock Plan for the Year 2015.  The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining employees, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their fees or salaries in the form of shares of the Company’s common stock.  500,000,000 shares of common stock are registered to this plan at an offering price of $0.0001.  The Plan shall expire on January 1, 2017. 

 

NOTE J – Commitments and Contingencies

 

   Various creditors have brought legal proceedings for collections of their claims against the Company.  Judgments payable at June 30, 2016 and December 31, 2015 are $-0- and $1,138,264 respectively.

 

NOTE K – Related Party Transactions

 

The Company has borrowed $1,095,000 from a former member of the Board of Directors.   Two of the notes from the former Board of Directors total to $1,045,000 and are unsecured.  The third note in the amount of $50,000 is secured by a second lien on the Company’s assets.  The notes to the former member of the Board of Directors are in default and the Company has included approximately $1,347,828 of accrued interest in accrued expenses at March 31, 2016. At June 30, 2016 these loans and accrued interest were written off.    

   

Payments of Company expenses have been made by current members of the board of directors and other related parties in the amount of $11,552 and are included in notes payable affiliates at June 30, 2016.  

 

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SOOUM CORP.

New York, New York

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE L – Fair Value 

 

The Company has categorized its assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP.  All assets and liabilities are recorded at historical cost which approximates fair value, and therefore, no items were valued according to these inputs.

 

The levels of fair value hierarchy are as follows:

 

· Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

 

· Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

 

· Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety.  Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

 

Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category.  All assets and liabilities are at cost which approximates fair value and there are not items that were required to be valued on a non-recurring basis.

 

The following liabilities were valued at fair value as of June 30, 2016 and December 31, 2015. No other items were valued at fair value on a recurring or non-recurring basis as of June 30, 2016 and December 31, 2015.

NOTE M – Subsequent Events

 

On August 25, 2016 the Company entered into an exchange agreement with Western Grade, LLC.  Under the terms of the exchange agreement, Western Grade members will exchange their ownership interest for 420,000,000 shares of the common stock of the Company, which represents 42% ownership in the Company.  Western Grade will therefore be a wholly owned subsidiary of the Company.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Three Months Ended June 30, 2016 Compared With Three Months Ended June 30, 2015

 

Net revenue for the three months ended June 30, 2016 and 2015 was $428 and $-0-, respectively. Net income for the three months ended June 30, 2016 was $3,423,390 compared to net income of $2,444,256 for the three months ended June 30, 2015.

 

Total operating expenses were $60,449 for the three months ended June 30, 2016 compared to $120,428 for the three months ended June 30, 2015.  The primary expenses for the three months ended June 30, 2016 were general and administrative expenses of $58,231 and interest expense of approximately $2,218 compared to general and administrative expenses of $48,288 and interest expense of approximately $72,140 for the three months ended June 30, 2015.

 

Total Other (Income) and Expenses were ($3,483,724) for the three months ended June 30, 2016 compared to ($2,573,864) for the three months ended June 30, 2015.   The primary other income and expenses for the three months ended June 30, 2016 were loss on derivative of $19,806 and write off of liabilities of ($3,503,530) compared to gain on conversion feature of preferred shares of ($2,573,744) and gain on derivative of ($120) for the three months ended June 30, 2015.

Six Months Ended June 30, 2016 Compared With Six Months Ended June 30, 2015

 

Net revenue for the six months ended June 30, 2016 and 2015 was $427 and $-0-, respectively.  Net income for the six months ended June 30, 2016 was $6,391,079 compared to net income of $9,952,040 for the six months ended June 30, 2015.

 

Total operating expenses were $169,109 for the six months ended June 30, 2016 compared to $292,004 for the six months ended June 30, 2015.  The primary expenses for the six months ended June 30, 2016   were general and administrative expenses of $113,737   and   interest expense of approximately $55,372 compared to general and administrative expenses of $131,781 and interest expense of $160,223, for the six months ended June 30, 2015.

Total Other (Income) and Expenses were ($6,557,538) for the six months ended June 30, 2016 compared to ($10,241,184) for the six months ended June 30, 2015.   The primary other income for the six months ended June 30, 2016 were gain on derivative of ($6,922) and write off of liabilities of ($6,550,616) compared to gain on conversion feature of preferred shares of ($10,271,736) and loss on derivative of $30,552 for the three months ended June 30, 2015.

 

Liquidity and Capital Resources

 

Our operations used approximately $4,098 in cash for the six months ended June 30, 2016. Cash required during the six months ended June 30, 2016 came principally from cash proceeds from notes payable affiliates of $3,767 for the six months ended June 30, 2016.

 

Our operations provided approximately $6,195 in cash for the six months ended June 30, 2015. Investing activities used $12,862 for the six months ended June 30, 2015. Cash required during the six months ended June 30, 2015, came principally from cash proceeds from notes payable of $6,619 for the six months ended June 30, 2015.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  We incurred net income of $6,391,079 and $9,952,040, respectively, for the six months ended June 30, 2016 and 2015 and had an accumulated deficit of $ 8,719,751 as of June 30, 2016.  We have managed our liquidity during the first and second quarters of 2016 through the revenues and issuance of notes.  These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

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Item 3:  Quantitative and Qualitative Disclosure about Market Risk

 

Not applicable.

 

Item 4:   Controls and Procedures

 

(a)

Evaluation of Disclosure Controls and Procedures 

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. 

 

Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our disclosure controls and procedures were not effective as of June 30, 2016, primarily due to the fact that there is no effective separation of duties, which includes monitoring controls between the management.

 

(b)

Changes in internal controls.

There have been no significant changes in our internal controls or other factors that would significantly affect such controls and procedures subsequent to the date we completed our evaluation. Therefore, no corrective actions were taken.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of the Company’s officers and directors, the Company is currently not a party to any material pending legal proceeding.

Item 1A. Risk Factors.

Not applicable as a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

 

(a)

Exhibits

31.1  Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

101 XBRL Extension Exhibits

(b)

Reports of Form 8-K

None.

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Signatures

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SOOUM CORP.

Date: October 5, 2016

By:  /s/ William Westbrook                     

           William Westbrook

Its:  Chief Executive Officer and President

Date: October 5, 2016

By:/s/  Ronald Vega                                               

         Ronald Vega

Its:  Treasurer and Chief Financial Officer

 

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