UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q/A

(Amendment No. 1)

 

(Mark One)

 

  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2017

 

  [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File Number: ________________

 

SOLIS TEK INC.

(Exact name of registrant as specified in its charter)

 

Nevada   20-8609439
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

16926 S. Keegan Ave Suite A

Carson, CA 90746

(Address of principal executive offices, Zip Code)

 

(888) 998-8881

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) 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 filing 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] 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 the 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 [  ] No [X]

 

The number of shares of registrant’s common stock outstanding as of May 8, 2017 was 36,593,077. The registrant had no outstanding preferred stock as of that date.

 

 

 

 
 

 

Explanatory Note  

 

The sole purpose of this Amendment No. 1 on Form 10-Q/A to Solis Tek Inc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Securities and Exchange Commission on May 8, 2017 (the “Form 10-Q”), is to correct typographical errors that occurred during the Edgarizing process.

   

 
 

 

FORM 10-Q

SOLIS TEK INC. AND SUBSIDIARIES

MARCH 31, 2017

TABLE OF CONTENTS

 

    Page
PART I - FINANCIAL INFORMATION  
     
Item 1. Condensed Consolidated Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
Item 1. Legal Proceedings 19
Item 1A. Risk Factors 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Mine Safety Disclosures 19
Item 5. Other Information 19
Item 6. Exhibits 19
     
SIGNATURES 20

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements.

 

Solis Tek Inc.
Condensed Consolidated Balance Sheets

 

    March 31, 2017     December 31, 2016  
    (Unaudited)        
ASSETS                
CURRENT ASSETS                
Cash   $ 414,937     $ 275,783  
Accounts Receivable, net of allowance for doubtful accounts of $411,822 and $359,395     1,286,373       628,691  
Inventories     2,014,820       2,880,804  
Advances to suppliers     192,857       -  
Prepaid expenses and other current assets     77,363       75,109  
Total current assets     3,986,350       3,860,387  
                 
Property and equipment, net     190,391       204,936  
Other assets     32,072       32,071  
TOTAL ASSETS   $ 4,208,813     $ 4,097,394  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
CURRENT LIABILITIES                
Accounts payable and accrued expenses   $ 735,519     $ 552,057  
Due to related party vendor     422,526       1,083,764  
Note payable - related parties     545,000       265,000  
Amount due to related parties     137,508       134,086  
Capital lease obligations, current portion     11,919       13,711  
Loans payable, current portion     8,161       8,262  
Total Current Liabilities     1,860,633       2,056,880  
                 
Capital lease obligations, net of current portion     8,102       9,665  
Loans payable, net of current portion     24,020       25,958  
Notes payable related parties, net of current portion     600,000       600,000  
Total liabilities     2,492,755       2,692,503  
                 
Commitments and contingencies                
                 
Shareholders’ Equity                
           
Preferred stock, no par value, 20,000,000 shares authorized; no shares issued and outstanding     -       -  
Common stock, $0.001 par value, 100,000,000 shares authorized; 36,593,077 and 29,721,998 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively     3,660       2,972  
Additional paid-in-capital     6,885,058       2,822,592  
Accumulated deficit     (5,172,660 )     (1,420,673 )
Total Shareholders’ Equity     1,716,058       1,404,891  
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ 4,208,813     $ 4,097,394  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3
 

 

Solis Tek Inc.
Condensed Consolidated Statements of Operations

 

    Three months ended March 31,  
    2017     2016  
    (Unaudited)  
Sales   $ 2,901,826     $ 2,584,668  
Cost of goods sold (including $1,465,996 and $1,366,622 from related party)     1,781,304       1,658,711  
Gross profit     1,120,522       925,957  
                 
Operating expenses                
Selling, general and administrative expenses     4,764,655       753,694  
Research and development     82,770       57,000  
Total operating expenses     4,847,425       810,694  
                 
Loss from operations     (3,726,903 )     115,263  
                 
Interest expense     (24,171 )     (26,774 )
                 
Loss before income taxes     (3,751,074 )     88,489  
                 
Provision for income taxes     913       43,529  
                 
NET INCOME (LOSS)   $ (3,751,987 )   $ 44,960  
                 
BASIC AND DILUTED LOSS PER SHARE   $ (0.10 )   $ 0.00  
                 
WEIGHTED - AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED     36,388,724       29,594,800  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4
 

 

Solis Tek Inc.
Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

 

                Additional              
    Common Stock     Paid-in     Accumulated        
    Shares     Amount     Capital     Deficit     Total  
                                         
Balance, December 31, 2016     29,721,998     $ 2,972     $ 2,822,592     $ (1,420,673 )   $ 1,404,891  
                                         
Net proceeds from the sale of common stock     375,000       38       299,962               300,000  
                                         
Fair value of common stock issued for services     300,000       30       512,970               513,000  
                                         
Fair value of common stock issued to employees     6,196,079       620       3,184,380               3,185,000  
                                         
Fair Value of vested options                     65,154               65,154  
                                         
Net loss for the quarter ended March 31, 2017                             (3,751,987 )     (3,751,987 )
                                         
Balance, March 3, 2017     36,593,077     $ 3,660     $ 6,885,058     $ (5,172,660 )   $ 1,716,058  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5
 

 

Solis Tek Inc.
Condensed Consolidated Statements of Cash Flows

 

    Three months ended March 31,  
    2017     2016  
      (Unaudited)  
Cash Flows from Operating Activities                
Net Income (Loss)   $ (3,751,987 )   $ 44,960  
                 
Adjustments to reconcile net loss to net cash used in operating activities                
                 
Provision for bad debt expense     52,487       38,935  
Depreciation and amortization     17,745       17,515  
Amortization of loan fees     -       10,000  
Interest expense on loans payable to officers             3,889  
Interest expense on loans payable - related parties     3,422       4,378  
Fair value of common stock issued for services     3,663,154       36,000  
                 
Changes in Assets and Liabilities                
(Increase) Decrease in:                
Accounts receivable     (710,169 )     (412,030 )
Inventories     865,984       805,924  
Advances to suppliers     (192,857 )     (43,741 )
Prepaid expenses and other     (2,254 )     (14,430 )
(Decrease) Increase in:                
Accounts payable and accrued expenses     183,461       (164,145 )
Due to related party vendor     (661,238 )     (93,436 )
Income taxes payable     -       43,529  
Net cash used in operating activities     (532,252 )     277,348  
                 
Cash Flows from Investing Activities                
Purchase of property and equipment     (3,200 )     -  
Net cash used in investing activities     (3,200 )     -  
                 
Cash Flows from Financing Activities                
Net proceeds from sale of common stock     400,000       -  
Payments on capital lease obligations     (3,355 )     (3,127 )
Payments on loans payable     (2,039 )     (193,518 )
Proceeds from notes payable related parties     300,000       110,000  
Payments on notes payable related parties     (20,000 )     -  
Net cash provided by financing activities     674,606       (86,645 )
                 
Net increase (decrease) in cash     139,154       190,703  
                 
Cash beginning of period     275,783       106,316  
Cash end of period   $ 414,937     $ 297,019  
                 
Interest paid   $ 10,999     $ 18,507  
Taxes paid   $ -     $ 3,126  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6
 

 

SOLIS TEK INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

 

 

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements of Solis Tek Inc. and Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

 

History and Organization

 

Solis Tek Inc. (the “Company”) was originally incorporated under the laws of the State of Nevada on March 2, 2007 as Cinjet, Inc. (“Cinjet”). Effective September 1, 2015, Cinjet changed its corporate name to Solis Tek Inc. On June 23, 2015, the Company entered into an Agreement of Merger and Plan of Reorganization (the “Agreement”) with Solis Tek Inc., a California corporation (“STI”), and CJA Acquisition Corp., a California corporation and a wholly owned subsidiary of the Company (“Merger Sub”), providing for the merger of Merger Sub with and into STI (the “Merger”), with STI surviving the Merger as a wholly-owned subsidiary of the Company. The Merger was accounted for as a recapitalization of the Company with STI being deemed the accounting acquirer.

 

Overview of Business

 

Solis Tek Inc. is focused on the research, design, development and manufacturing of advanced, energy efficient indoor horticulture lighting and ancillary equipment. Our vision is to apply the latest advances in high efficiency lighting and controls technology as well as effective manufacturing techniques to deliver highly differentiated products with clear benefits at competitive prices to the greenhouse and indoor horticulture markets.

 

7
 

 

SOLIS TEK INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

 

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Solis Tek East Corporation (“STE”), an entity incorporated under the laws of the State of New Jersey and GrowPro Solutions, Inc. (“GrowPro”), and entity incorporated under the laws of the State of California. Intercompany transactions and balances have been eliminated in consolidation.

 

Income (Loss) Per Share Calculations

 

Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Shares of restricted stock subject to vesting are included in basic weighted average common shares outstanding from the time they vest. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Weighted average number of shares outstanding has been retroactively restated for the equivalent number of shares received by the accounting acquirer as a result of the reverse merger as if these shares had been outstanding as of the beginning of the earliest period presented. Options to acquire 3,000,000 shares of common stock have been excluded from the calculation of weighted average common shares outstanding at March 31, 2017 as their effect would have been anti-dilutive.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our allowances for doubtful accounts and inventory valuations, among others. Actual results could differ from these estimates.

 

Revenue Recognition

 

The Company recognizes revenue upon shipment of the Company’s products to its customers, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Title to the Company’s products primarily is transferred to the customer once the product is shipped from the Company’s warehouses. Products are not shipped until there is a written agreement with the customer with a specified payment arrangement. Any discounts that are offered are done as a reduction of the invoiced amount at the time of billing. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits.

 

The Company does not offer a general right of return on any of its sales and considers all sales as final. The Company generally provides a three-year warranty on its ballasts. However, the Company does not maintain a warranty reserve as the Company is able to chargeback its vendors for all warranty claims. As of March 31, 2017 and December 31, 2016, the Company recorded a reserve for returned product in the amount of $45,410 and $45,410, respectively, which reduced the accounts receivable balances as of those periods.

 

8
 

 

SOLIS TEK INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

 

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Concentration Risks

 

The Company operates in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products or services with new capabilities, and other factors could negatively impact the Company’s operating results. State and federal government laws could have a material adverse impact on the Company’s future revenues and results of operations.

 

The Company’s products require specific components that currently are available from a limited number of sources. The Company purchases its key products and components from single vendors. During the three months ended March 31, 2017 and 2016, its ballasts, lamps and reflectors, which comprised the vast majority of the Company’s purchases during those periods, were each only purchased from one separate vendor. The ballast vendor is a related party (see Note 4).

 

The Company performs a regular review of customer activity and associated credit risks and does not require collateral or other arrangements. There was one customer that accounted for 12% and 11% of the Company’s revenue for the three months ended March 31, 2017 and 2016, respectively. Shipments to customers outside the United States comprised 0.3% and 0.3% for the three months ended March 31, 2017 and 2016, respectively.

 

As of March 31, 2017, one customer accounted for 12% of the Company’s trade accounts receivable balance and a s of December 31, 2016, a different customer accounted for 13% of the Company’s trade accounts receivable balance.

 

9
 

 

SOLIS TEK INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

 

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recently Issued Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

 

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

 

10
 

 

SOLIS TEK INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

 

 

 

NOTE 3 - PROPERTY AND EQUIPMENT

 

Property and equipment consists of the following at March 31, 2017 and December 31, 2016:

 

    March 31, 2017     December 31, 2016  
             
Machinery and equipment   $ 234,706     $ 231,506  
Computer equipment     12,448       12,448  
Furniture and fixtures     97,451       97,451  
Leasehold improvements     7,000       7,000  
      351,605       348,405  
Less: accumulated depreciation and amortization     (161,214 )     (143,469 )
Property and equipment, net   $ 190,391     $ 204,936  

 

Depreciation and amortization expense for the three months ended March 31, 2017 and 2016 was $17,745 and $17,515, respectively.

 

Property and equipment include assets acquired under capital leases of $64,632 and $64,632 at March 31, 2017 and December 31, 2016, respectively.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

Supplier

 

A family member of an officer/shareholder owns a minority interest in a company in China, which is the sole supplier of ballasts to the Company. Purchases from the related party for the three months ended March 31, 2017 and 2016 totaled approximately $848,000 and $902,000, respectively. The Company believes purchase prices from the related party approximate what the Company would have to pay from an independent third party vendor. At March 31, 2017 and December 31, 2016, the Company owed the related party $422,526 and $1,083,764, respectively.

 

Amounts Due to Related Parties

 

As of March 31, 2017 and December 31, 2016, the Company owed related parties $137,508 and $134,086, respectively. Included in the balances were short-term loans from the two officers/shareholders to the Company totaling $3,297 as of March 31, 2017 and December 31, 2016, respectively. The balances are payable on demand, noninterest bearing and are unsecured. The balances also included interest owed on the notes payable to related parties, which totaled to $81,892 and $68,470 at March 31, 2017 and December 31, 2016, respectively. Also included is $52,319 and $62,319 of unpaid compensation, which was owed to the officers/shareholders at March 31, 2017 and December 31, 2016, respectively.

 

11
 

 

SOLIS TEK INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

 

 

 

NOTE 5 – NOTES PAYABLE TO RELATED PARTIES

 

Notes payable to related parties consists of the following at March 31, 2017 and December 31, 2016:

 

    March 31, 2017     December 31, 2016  
             
Notes payable to officers/shareholders (a)   $ 195,000     $ 195,000  
Notes payable to officers/shareholders (b)     600,000       600,000  
Notes payable to related parties (c)     300,000       -  
Notes payable to related parties (d)     50,000       70,000  
      1,145,000       865,000  
Less: current portion     (545,000 )     (265,000 )
Non-current portion   $ 600,000     $ 600,000  

 

  a. On July 1, 2012, the Company entered into unsecured notes payable agreements with two of its officers/shareholders. The maximum borrowings allowed under each individual note are $200,000. Through December 31, 2013, each note bore interest at 20% per annum. Beginning on January 1, 2014, the interest rate on the notes was reduced to 8% per annum. The notes are due 30 days after demand. Amounts owed on the combined note balances were $195,000 at March 31, 2017 and December 31, 2016, respectively.
     
  b. In May 2016, the Company entered into two separate notes payable agreements with the aforementioned two officers/shareholders. Under each of the agreements, the Company borrowed $300,000 from each of the officers/shareholders. The notes accrue interest at 8% per annum, are unsecured and are due on or before May 31, 2018. A total of $600,000 was due on the combined notes at March 31, 2017, and December 31, 2016.
     
  c. In February 2017, the Company executed two separate promissory notes and borrowed $300,000 from the relatives of one of the directors of the Company. The notes are unsecured, payable on demand and carry an interest of 14% per annum. A total of $300,000 was due on the combined notes at March 31, 2017.
     
  d. The Company entered into note agreements with the parents of one of the Company’s officer/shareholders. The loans accrue interest at 10% per annum, are unsecured and were due on or before December 31, 2016. A total of $50,000 and $70,000 was owed on the loans as of March 31, 2017 and December 31, 2016, respectively.

 

Interest expense on the notes to related parties for the three months ended March 31, 2017 and 2016 was $23,622 and $4,378, respectively. Accrued interest included in Amounts due to related parties at March 31, 2017 and December 31, 2016 was $70,012 and $68,471, respectively.

 

12
 

 

SOLIS TEK INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

 

 

 

NOTE 6 – LOANS PAYABLE

 

Loans payable consist of the following at March 31, 2017 and December 31, 2016:

 

    March 31, 2017     December 31, 2016  
             
Automobile loans (a)     32,181       34,220  
Less: current portion     (8,161 )     (8,262 )
Non-current portion   $ 24,020     $ 25,958  

 

In 2015, the Company entered into two loan agreements to purchase automobiles. The combined principal amount of the loans was $44,093 and they mature by November 2021. The loans require a combined monthly payment of principal and interest of $747. A total of $32,181 and $34,220 was owed on the loans as of March 31, 2017 and December 31, 2016, respectively.

 

NOTE 7 – SHAREHOLDERS’ EQUITY

 

Agreement with Chief Executive Officer

 

On January 6, 2017, the company extended an offer to Dennis G. Forchic to become CEO. Mr. Forchic accepted the offer and contracts were executed on March 27, 2017. As part of the Employment Agreement, the Company issued a total of 5,411,765 shares valued at $2,760,000, the purchase of an additional 784,314 shares valued at $400,000 for a consideration of $100,000. The fair value of the shares on the date of grant over consideration received was $3,060,000, which was recorded as stock compensation expense.

 

In addition Mr. Forchic was granted an option to purchase 3,000,000 shares at $0.60 per share, with 33.3% of these shares vesting on the one year anniversary of the date of grant and the remainder vesting in equal installments at the end of each month over the next two years. The options were valued at $835,767 using a Black Scholes options pricing model and will be amortized as an expense over the vesting period. The amount amortized as stock based compensation during the three months ended March 31, 2017 was $65,154. The fair value of the options of $835,767 was based on a probability effected Black-Scholes option pricing model with a stock price of $0.51, volatility of 198.3% and risk-free rates of 0.83% - 1.03%. As of March 31, 2017, there was $770,613 of unvested stock compensation that will be amortized over the next two years.

 

Other issuances

 

In February 2017, the Company entered into a Consulting Agreement with a third party (“Consultant”) for providing numerous services including but not limited to business development, sales promotion, introduction to new business opportunities, strategic analysis, and, sales and marketing activities. As part of the Agreement, the Company issued 300,000 shares to the Consultant on February 1, 2017 valued at $255,000. In addition, the consultant is entitled to receive an additional 600,000 shares that vest over the next 150 days from the initial issuance. As of March 31, 2017, 200,000 of these shares with a fair value of $258,000 had been earned (and yet been issued). As such, the Company recorded the aggregate fair value of these shares of $513,000 as compensation expense at March 31, 2017.

 

Shares issued for cash

 

In March, 2017, the Board of Directors of the Company authorized a Private Placement Offering per Reg. D of up to $1,650,000 in shares of common stock to accredited investors providing for stock to be issued at $.80 per share. For the three months ended march 31, 2017, the Company issued 375,000 shares for a total of $300,000.

 

Technology License Agreement

 

The Company entered into a Technology License Agreement with a third party vendor for consulting services. Under the agreement, the Company will pay the vendor a minimum consulting amount of $100,000 per year, plus a royalty of 7% of all net sales of the vendor’s products above $1,428,571 per calendar year. For each of the three months ended March 31, 2017 and 2016, $25,000 was recorded as research and development expense under the agreement on the consolidated Statements of Operations related to the minimum annual fee. .A total of $14,685 of royalty fees were owed under the amended agreement for the three months ended March 31, 2017 and were recorded in cost of goods sold on the consolidated Statements of Operations. No royalty fees were owed under the agreement for the three months ended March 31, 2016. A total of $180,238 and $165,553 was owed under the amended agreement at March 31, 2017 and December 31, 2016, respectively.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In April 2017, the Company entered into a strategic communication counsel agreement (“Agreement”) with a third party to create a strategic, corporate communication program to support sales and branding efforts, as well as help the Company communicate its broader vision to the marketplace. The Agreement is for a period of twelve months with a cash compensation of $6,500 a month from April 2017 to June 2017, and $12,500 a month thereafter and stock compensation of 187,000 shares of the Company’s common stock, currently valued at $231,880 which will be recognized as an expense as the shares are issued.

 

13
 

 

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

 

This Form 10-Q contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our:

 

  ● business strategy;
     
  ● financial strategy;
     
  ● future operating results; and
     
  ● Plans, objectives, expectations and intentions contained in this report that are not historical.

 

All statements, other than statements of historical fact included in this report, regarding our strategy, intellectual property, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this report. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in this report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.

 

Organizational History

 

Solis Tek Inc. (the “Company”) was originally incorporated under the laws of the State of Nevada on March 2, 2007 as Cinjet, Inc. (“Cinjet”). Effective September 1, 2015, Cinjet changed its corporate name to Solis Tek Inc. On June 23, 2015, the Company entered into an Agreement of Merger and Plan of Reorganization (the “Agreement”) with Solis Tek Inc., a California corporation (“STI”), and CJA Acquisition Corp., a California corporation and a wholly owned subsidiary of the Company (“Merger Sub”), providing for the merger of Merger Sub with and into STI (the “Merger”), with STI surviving the Merger as a wholly-owned subsidiary of the Company. The Merger Agreement was approved by the Company’s Board of Directors and the sole Director of the Company, effective June 23, 2015. The Merger closed on June 23, 2015.

 

At the effective time of the Merger, each share of STI common stock issued and outstanding was converted automatically into the right to receive .166 shares of the common stock of the Company, with an aggregate of 26,187,000 shares of the Company’s common stock issued to the former shareholders of STI.

 

Upon the closing of the Merger, STI paid a total of $22,500 to four shareholders of the Company for the cancellation of a total of 61,297,002 shares of the Company’s common stock. Also at the closing of the Merger, STI paid $198,100 to the Company to settle and pay liabilities of $405,932, which represented all of the then current liabilities of the Company. After the closing, a total of 29,551,998 shares of the Company were outstanding.

 

Upon completion of the Merger, the former stockholders of STI owned approximately 89% of the outstanding shares of the Company’s common stock and the holders of the outstanding shares of the Company’s common stock prior to the Merger owned the balance. As the former owners and management of STI have voting and operating control of the Company after the Merger, the transaction has been accounted for as a recapitalization with the STI deemed the acquiring companies for accounting purposes, and the Company deemed the legal acquirer. Due to the change in control, the consolidated financial statements reflect the historical results of STI prior to the Merger, and that of the combined company following the Merger. Common stock and the corresponding capital amounts of the Company pre-Merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. No step-up in basis or intangible assets or goodwill will be recorded in this transaction and the cash paid by the Company of $248,980 (including $28,380 of transaction costs) has been reflected as a cost of the transaction.

 

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Overview of Business

 

The Company is focused on the research, design, development and manufacturing of advanced, energy efficient indoor horticulture lighting and ancillary equipment. Our vision is to apply the latest advances in high efficiency lighting and controls technology as well as effective manufacturing techniques to deliver highly differentiated products with clear benefits at competitive prices to the greenhouse and indoor horticulture markets.

 

The Company, through its wholly owned subsidiary is in the operations of designing, developing and sourcing a line of Solis Tek Digital Ballasts intended for use in high intensity lighting systems used for horticulture. An electrical ballast is a device intended to limit the amount of current in an electric circuit. A familiar and widely used example is the inductive ballast used in fluorescent lamps, to limit the current through the tube, which would otherwise rise to destructive levels due to the tube’s negative resistance characteristic. Since the commencement of operations, our product line has evolved from digital ballasts to a line of lighting products including a line of specialty ballasts ranging from 400 watts to 1,000 watts with various features, a line of specialty metal halide digital lamps, a line of reflectors, high intensity lighting accessories.

 

Critical Accounting Policies

 

The Securities and Exchange Commission (“SEC”) defines “critical accounting policies” as those that require application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Not all of the accounting policies require management to make difficult, subjective or complex judgments or estimates. However, the following policies could be deemed to be critical within the SEC definition.

 

Allowance for Doubtful Accounts

 

The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, the age of the accounts receivable balances, credit quality, economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible.

 

Inventories

 

The Company provides inventory reserves based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount is measured as the difference between the cost of the inventory and market based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

 

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Recent Accounting Pronouncements

 

See Note 2 of the condensed financial statements for management’s discussion of recent accounting pronouncements.

 

Results of Operations

 

Results of Operations for the three months ended March 31, 2017 compared to the three months ended March 31, 2016.

 

Revenue and Cost of Goods Sold

 

Revenue for the three months ended March 31, 2017 and 2016 was $2,901,826 and $2,584,668, respectively, an increase of $317,158 or 12%. The increase was primarily due to more market penetration within our hydroponic customers and commercial facilities during the first quarter of 2017, as compared to the first quarter of 2016.

 

Cost of sales for the three months ended March 31, 2017 and 2016, was $1,781,304 and $1,658,711, respectively. Gross profit for the three months ended March 31, 2017 and 2016, was $1,120,522 and $925,957, respectively. The increase in gross profit of $194,565, or 21% was primarily due to increase in revenue. As a percentage of revenue, gross profit for the three months ended March 31, 2017 was 38.6% compared to 35.8% for the three months ended March 31, 2016. The increase in gross profit percentage was due to higher revenue and product mix.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative (“SG&A”) expenses for the three months ended March 31, 2017 and 2016 was $4,764,655 and $753,694, respectively, an increase of $4,010,961 or 532%. The increase in SG&A expenses was due to increase in payroll, marketing, travel, trade shows, outbound freight, and sales commission to support the increase in revenues and stock compensation costs and increase in bad debt expenses For the three months ended March 31, 2017 stock compensation expense was $3,638,154 compared to $36,000 for the three months ended March 31, 2016.

 

Research and Development Expenses

 

Research and development (“R&D”) expenses for the three months ended March 31, 2017 and 2016 was $82,770 and $57,000, respectively, an increase of $25,770 or 45%. The increase in R&D expenses was primarily due to fair value of common stock ($25,000) issued to an employee. The R&D expense was incurred for the improvement in existing products and development of new products.

 

Net Income (Loss)

 

Net loss for the three months ended March 31, 2017 was $3,751,987 compared to net income of $44,960 for the three months ended March 31, 2016. The net loss for the three months ended March 31, 2017 was due to significant noncash costs of $3,663,154 that resulted in the increase in SG&A, and R&D and was offset in part with increase in gross profit compared to the three months ended March 31, 2016.

 

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Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

 

Cash flows used in operating activities

 

During the three months ended March 31, 2017, the Company used $532,252 in operating activities, compared to cash provided by operating activities of $277,348 during the three months ended March 31, 2016. During the three months ended March 31, 2017, cash was primarily used in increase in accounts receivable to support higher revenue, advance to suppliers for the purchase of inventory, reduction in related party vendor and was offset in part with reduction in inventory and increase in accounts payable and accrued expenses.

 

Cash flows used in investing activities

 

During the three months ended March 31, 2017, the Company used $3,200 in the property and equipment for purchase of certain molds.

 

Cash flows provided by financing activities

 

During the three months ended March 31, 2017, the Company generated $674,606 from financing activities compared to cash used in financing activities of $86,645 for the three months ended March 31, 2016. For the three months ended March 31, 2017, the Company raised a $400,000 through an issuance of common stock, and proceeds from notes payable to related parties of $300,000 and part of the proceeds were used to pay notes payable-related party of $20,000 and payments on loans payable and capital lease obligation.

 

We estimate the Company currently has sufficient cash and liquidity to meet its anticipated working capital for the next twelve months.

 

Historically, we have financed our operations primarily through private sales of common stock, a line of credit and loans from a third party financial institution related parties, and operations. We anticipate that our primary capital source will be positive cash flow from operations. If our sales goals do not materialize as planned, we believe that the Company can reduce its operating costs and achieve positive cash flow from operations. However, we may not generate sufficient revenues from product sales in the future to achieve profitable operations. If we are not able to achieve profitable operations at some point in the future, we may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion, marketing, and product development plans. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all.

 

On March 6, 2017, the Board of Directors of the Company authorized a Private Placement Offering per Reg. D of up to $1,650,000 in shares of common stock to accredited investors. For the three months ended march 31, 2017, the Company has raised a total of $300,000 through an issuance of 375,000 shares under this offering.

 

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Non-GAAP Measure – Adjusted EBITDA

 

In addition to our GAAP results, we present Adjusted EBITDA as a supplemental measure of our performance. However, Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Adjusted EBITDA as net income (loss), plus interest expense, provision for income taxes, depreciation and amortization, and stock-based compensation. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

 

Set forth below is a reconciliation of Adjusted EBITDA to net income (loss) for the three months ended March 31, 2017 and 2016.

 

    Three months ended  
    March 31, 2017     March 31, 2016  
             
Net income (loss)   $ (3,751,987 )   $ 44,960  
Add:                
Interest expense     24,171       26,774  
Provision for income taxes     913       43,529  
Depriciation and amortization     17,745       17,515  
Stock-based compensation     3,663,154       -  
Adjusted EBITDA   $ (46,004 )   $ 132,778  

 

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA has limitations as an analytical tool, which includes, among others, the following:

 

  ● Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
     
  ● Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
     
  ● Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and
     
  ● although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements

 

Off-Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 4. Controls and Procedures.

 

Evaluation of disclosure controls and procedures

 

Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our Chief Executive Officer and Chief Financial Officer as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting identified below.

 

As used herein, “ disclosure controls and procedures ” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934 . Our Chief Executive Officer/Chief Accounting Officer conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on management’s evaluation under the framework, management has concluded that our internal control over financial reporting was not effective as of September 30, 2016.

 

We identified material weaknesses in our internal control over financial reporting primarily attributable to (i) lack of segregation of incompatible duties; and (ii) insufficient Board of Directors representation. These weaknesses are due to our inadequate staffing during the period covered by this report and our lack of working capital to hire additional staff. Management has retained an outside, independent financial consultant to record and review all financial data, as well as prepare our financial reports, in order to mitigate this weakness. Although management will periodically re-evaluate this situation, at this point it considers that the risk associated with such lack of segregation of duties and the potential benefits of adding employees to segregate such duties are not cost justified. We intend to hire additional accounting personnel to assist with financial reporting as soon as our finances will allow.

 

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

 

Changes in Internal Control Over Financial Reporting

 

No changes in our internal control over financial reporting occurred during the three months ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

18
 

 

PART II

 

Item 1. Legal Proceedings.

 

The Company is, from time to time, involved in legal proceedings, regulatory actions, claims and litigation arising in the ordinary course of business. These matters are not expected to have a material adverse effect upon the Company’s financial condition.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit
Number 		  Description of Exhibit
     
31.1   Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
     
31.2   Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
     
32.1   Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.
     
32.2   Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.
     
101.INS   XBRL Instance Document.*
     
101.SCH   XBRL Taxonomy Extension Schema.*
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase.*
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase.*
     
101.LAB   XBRL Taxonomy Extension Label Linkbase.*
     
101.PRE   XBRL Extension Presentation Linkbase.*

 

* Attached as Exhibit 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statement of Operations, (iii) the Statement of Shareholders’ Equity, (iv) the Statement of Cash Flow, and (v) Notes to Financial Statements.

 

19
 

 

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.

 

  SOLIS TEK INC. AND SUBSIDIARIES
     
  By: /s/ Dennis G. Forchic
    Dennis G. Forchic
    Chief Executive Officer
    May 8, 2017

 

20
 

 

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