TON Strategy Co quarterly report, Q2 FY2015

Business context and reporting period

This filing is bBooth, Inc.’s unaudited Form 10-Q for the quarter and six months ended June 30, 2015—not a filing identified in the supplied text as belonging to TON Strategy Co. Verify the issuer and filing metadata. bBooth was developing and deploying internet-connected recording kiosks integrated with its “kord” social media and content app. The company also acquired Songstagram-related software and other assets in January 2015.

Key financial metrics

MetricThree months ended June 30, 2015Six months ended June 30, 2015
Revenue$0$0
Operating expenses$966,252$2,540,725
Net loss$1,005,857$2,583,739
Net loss per share, basic and diluted$0.02$0.04
Cash used in operationsNot separately provided$1,922,618

With no revenue, the filing does not provide a meaningful gross margin. Six-month investing cash outflow was $93,815; financing cash inflow was $935,000, all from notes payable. Cash fell by $1,081,433 to $90,684. At June 30, total assets were $1,682,463, current liabilities $1,568,479, notes payable $1,160,000, and stockholders’ equity $113,984. Working capital deficit was $1,363,799.

Material changes versus the prior comparable period

Quarterly net loss increased from $377,877 in 2014 to $1,005,857 in 2015; six-month net loss rose from $790,804 to $2,583,739. General and administrative expense increased by $598,107 for the quarter and $1,730,658 for six months, reflecting, among other items, Songstagram amortization and stock-based compensation, as well as higher consulting, rent, and salary costs. Six-month operating cash use increased from $886,977 to $1,922,618. The company reported no revenue in either comparable period.

Outlook, risks, contingencies, and unusual items

  • Management estimated operating expenses would continue to exceed revenue over the next 12 months and said additional debt or equity financing would be needed. It gave no assurance financing could be obtained on acceptable terms or that the company would become profitable.
  • The filing identifies substantial going-concern uncertainty: continued operations depend on raising financing before cash flows become sufficient to meet obligations. The statements contain no adjustments for a possible failure to continue as a going concern.
  • Several loans were due on demand and generally carried 12% interest; a $100,000 note carried 20% interest and was due September 30, 2015. The company also disclosed a $125,000 shareholder loan obtained after quarter-end.
  • Songstagram acquisition consideration was $1,315,335, primarily recorded as intangible assets with a three-year estimated useful life. The acquisition included forgiveness of an $861,435 receivable, a $43,900 cash payment, and 820,000 shares valued at $410,000 issued or issuable to settle claims.
  • The filing reports no known material pending legal proceedings. Management concluded disclosure controls were effective at June 30, 2015. The cover page marks “No” for having filed all required reports during the preceding 12 months.

Important facts for investors to verify

  1. Confirm the issuer: the supplied filing names bBooth, Inc., whereas the request metadata names TON Strategy Co.
  2. Check the filing’s reporting-compliance box and any subsequent filings or explanations for the marked “No.”
  3. Verify current liquidity, maturities and repayment status of demand loans, and the company’s ability to secure additional financing.
  4. Assess whether kiosk/app deployment generated revenue after the reporting date and whether the Songstagram assets produced expected benefits.
  5. Review the full risk-factor disclosure in the referenced 2014 Form 10-K; the filing text refers readers to that report but does not reproduce its risk factors.