RDCT 10-K & 10-Q changes, risk factors and insider trading
VNUE, Inc. · OTC · Services-Motion Picture & Video Tape Distribution · CIK 1376804 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Digital piracy continues to adversely impact our business.”
Removed heading “Our officers and directors have limited experience managing a public company.”
Removed heading “Our failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.”
Largest changes
“Our failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.”see in full comparison
“Our officers and directors have limited experience managing a public company.”see in full comparison
“A substantial portion of our revenue comes from the distribution of music, which is potentially subject to unauthorized consumer copying and widespread digital dissemination without an economic return to us, including as a result of “stream-ripping.” In its Music Listening 2019 report, IFPI surveyed 34,000 Internet users to examine the ways in which music consumers aged 16 to 64 engage with recorded music across 21 countries. Of those surveyed, 23% used illegal stream-ripping services, the leading form of music piracy. Organized industrial piracy may also lead to decreased revenues. …”see in full comparison
“We do not have an audit, compensation or nominating and corporate governance committee. The functions such committees would perform are performed by the board as a whole. Consequently, there is a potential conflict of interest in board decisions that may adversely affect our ability to become a listed security on a national securities exchange and, as a result, adversely affect the liquidity of our Common Stock.”see in full comparison
“Our officers and directors have limited experience managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully. Our executive officers’ and directors’ lack of experience of managing a public company could cause you to lose some or all of your investment.”see in full comparison
Full comparison: every changed paragraph (12)
As
a result of these factors, we may not succeed in our business and we could go out of business.
Digital
piracy continues to adversely impact our business.
A
substantial portion of our revenue comes from the distribution of music, which is potentially subject to unauthorized consumer copying
and widespread digital dissemination without an economic return to us, including as a result of “stream-ripping.” In its
Music Listening 2019 report, IFPI surveyed 34,000 Internet users to examine the ways in which music consumers aged 16 to 64 engage
with recorded music across 21 countries. Of those surveyed, 23% used illegal stream-ripping services, the leading form of music piracy.
Organized industrial piracy may also lead to decreased revenues. The impact of digital piracy on legitimate music revenues and subscriptions
is hard to quantify, but we believe that illegal file sharing and other forms of unauthorized activity, including stream manipulation,
have a substantial negative impact on music revenues. If we fail to obtain appropriate relief through the judicial process or the complete
enforcement of judicial decisions issued in our favor (or if judicial decisions are not in our favor), if we are unsuccessful in our
efforts to lobby governments to enact and enforce stronger legal penalties for copyright infringement or if we fail to develop effective
means of protecting and enforcing our intellectual property (whether copyrights or other intellectual property rights such as patents,
trademarks and trade secrets) or our music entertainment-related products or services, our results of operations, financial position
and prospects may suffer.
Our
Articles of Incorporation contain provisions
that eliminate the liability of our directors for monetary damages to our Company and shareholders.shareholders, and furthermore, Nevada law further
insulates our officers and directors. Our bylaws also require us to indemnify our officers and directors. We may also have contractual
indemnification obligations under our
agreements with our directors, officers and employees. The foregoing indemnification obligations
could result in our company incurring
substantial expenditures to cover the cost of settlement or damage awards against directors, officers
and employees that we may be unable
to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit
against directors, officers and
employees for breaches of their fiduciary duties and may similarly discourage the filing of derivative
litigation by our shareholders
against our directors, officers and employees even though such actions, if successful, might otherwise
benefit our Company and shareholders.
Our
officers and directors have limited experience managing a public company.
Our
officers and directors have limited experience managing a public company. Consequently, we may not be able to raise any funds or run
our public company successfully. Our executive officers’ and directors’ lack of experience of managing a public company
could cause you to lose some or all of your investment.
Our
failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.
We
do not have an audit, compensation or nominating and corporate governance committee. The functions such committees would perform are
performed by the board as a whole. Consequently, there is a potential conflict of interest in board decisions that may adversely affect
our ability to become a listed security on a national securities exchange and, as a result, adversely affect the liquidity of our Common
Stock.
As
of the date of Form 10-K, we may be required to issue up to an aggregate of 1,946,411,648 shares of our common stock:
The
issuance of our
common stock in accordance with the foregoing has had and will continue to have a dilutive impact on our
shareholders. As a result, the market price of our common stock could decline.
In addition, the lower our stock price is at the time
we the Series B Preferred converts to common stock, the more shares of our common
stock we will have to issue. If our stock price
decreases, then our existing shareholders will experience greater dilution. The perceived
risk of dilution may cause our
stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover,
the perceived risk of
dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales
of our common
stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute
to to
progressive price declines in the price of our common stock.
Our
Articles of Incorporation authorizes the issuance
of 4,000,000,000 shares of common stock. As of AprilMarch 14,25, 2023,2024 we had 1,815,859,5222,841,865,526 shares of common stock issued and outstanding. The future issuance of common stock
will result in substantial dilution in the percentage
of our common stock held by our then existing shareholders. We may value any common
stock issued in the future on an arbitrary basis.
The issuance of common stock for future services or acquisitions or other corporate
actions may have the effect of diluting the value
of the shares held by our investors and might have an adverse effect on any trading
market for our common stock.
Sales
of substantial amounts of our common stock
in the public market, or the perception that these sales could occur, could adversely affect
the market price of our common stock and
could materially impair our ability to raise capital through equity offerings in the future.
Shares held by our existing shareholders
may be sold in the public market in the future subject to the restrictions in Rule 144
and Rule 701 under the Securities. We
currently have 1,815,859,5222,841,865,526 shares of common stock outstanding, with approximately 224,003,001 of
the shares being held by affiliates and 177,788,800 shares representing 20.2% on a fully diluted basis issuable to affiliates upon the exercise
of our Series A preferred stock.outstanding. We cannot predict what effect, if any, market sales of securities held
by our shareholders or any
other shareholder or the availability of these securities for future sale will have on the market price of
our common stock.
Management's Discussion & Analysis (MD&A)
Largest changes
“The increase of $20,917,845 in our operating expenses for the year ended December 31, 2022 versus the same period ended 2021 is primarily attributable to a $15,300,000 non-cash stock-based compensation expense related to the issuance of Series C Preferred voting stock to our directors, the impairment of goodwill and intangible assets amounting to $4,261,683 an increase in general and administrative expenses of $351,208 due to the inclusion of Stage It operations, an increase of $247,604 in administrative fees and $758,333 due to the amortization of intangible assets related to the Stage It …”see in full comparison
“Excluding stock based compensation in both periods and the impairment of goodwill and issuance of Series C voting stock, operating expenses were $1,212,257 for year ended December 31, 2023 compared to $1,529,962 for the year ended December 31, 2022. The decrease of $317,705 in operating expenses in the 2023 period is primarily attributable to a reduction in professional fees and general and administrative expense offset by an increase in payroll expenses.”see in full comparison
“Also, in late July, we announced the Company is partnering with Key West’s Barefoot Radio 104.9 and RockHouse Live Key West in collaboration on a new music show centered around local artists and those artists who pass through the exotic and beautiful island on tour.”see in full comparison
“Interested businesses may receive the Soundstr Pulse devices for no cost whatsoever. Additionally, in the next several months, VNUE will be offering both playlist functionality – meaning clients will be able to play fully-licensed music directly from Soundstr – as well as the ability to opt-in for advertising, which will help to offset licensing costs that businesses pay. …”see in full comparison
“For the year ended December 31, 2023, we had direct costs of revenue of $346,802 compared to $325,878 for the same period ended December 31, 2022, representing an increase of $20,923. The increase in the cost of revenue is attributable to the inclusion of expenses related to the Matchbox Twenty tour offset by a reduction in the cost of revenue at Stage It The increase in costs is attributable to Stage It. We expect to generate positive gross margins from higher sales volumes in the future, although there can be no assurances.”see in full comparison
“We recorded other expenses of $945,912 for the year ended December 31, 2022, compared to other income of $3,905,221 for the year ended December 31, 2021. Our other expenses in the 2022 period were mainly attributable to financing costs and a loss on the extinguishment of debt. Our other income in the 2021 period was mainly attributable to a change in the fair market value of a derivative liability of $3,156, 582 and from other income of $1,172,789 due to the reversal of an accrued liability.”see in full comparison
Full comparison: every changed paragraph (26)
The Company currently only generates revenue from Set.fm and from DiscLive by (a) recording the audio of live concerts and then selling the content “instantly” through its set.fm website, as well as the IOS Set.fm mobile application, and (b) selling content on physical products such as CDs, which are burned on-site where customers can purchase them. Our customers are fans of live music and the bands which we record. The Company generates additional revenue via Stageit, which sells “notes to users allowing them to utilize our system (license) to view performances by artists registered on the site.
The Merger Agreement also allows for the issuance of earn out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months. To date, StageIt has not met the certain EBITDA requirements necessary to issue any earn out shares.
On
February 14,
2022, the Company completed the acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned
subsidiary of the
Company. For the acquisition, the Company will issueissued the initial 135,000,000 shares and payhas paid certain amounts as detailed
under Merger
Consideration in the Merger Agreement. The price to be paid in cash and stock for the Earnout Shares and Holdback Shares
are set forth
in the Merger Agreement.
With
the addition of
Stage It (Stage It.com), VNUE will havehas the ability to livestream concerts and other events, adding to the pool of other
live music-focused
technology services. Stage It is an established platform where concerts or other live events may be ticketed (just
like an in-person event),
and fans who pay for tickets may enjoy a performance or other engagement by watching digital video as it occurs
on their web browser.
For example, an artist can create an event through the platform, then, in advance, let their fans know they
can purchase the ability to
view the concerts on the Stage It platform. Fans then buy the ability to access these concerts, and at the
designated time, the fan may
then observe the live performance on Stage It.com.
In
late July,July 2022, we
announced that the Company is launching an aggressive campaign to deploy its Soundstr Music Recognition Technology in every
bar, restaurant
and hotel in Key West, FL, and has brought on local resources to have “boots on the ground” for the rollout. Although this
effort has gone more slowly than anticipated, due to several factors unrelated to VNUE, the rollout continues.
Interested businesses may receive the Soundstr Pulse devices for no cost whatsoever. In addition to Key West, the rollout has also commenced in several other geographic areas, including New York City, Memphis, TN, Jackson, TN, Southaven, MS, Clearwater Beach, FL, and others.
In June of 2023, VNUE signed an MOU with PEX to form a strategic partnership in order to pursue several initiatives surrounding VNUE's groundbreaking Soundstr music recognition technology and Pex's content identification technology, which identifies audio, melody, video, and lyrics in real time. To date the Companny and PEX remain engaged and testing various scenarios and products, and expect to formalize a commercial relationship.
VNUE also announced in September that it has brought on Victoria Vo and Haute Group International, as well as the Collective Sports Agency, in order to create a new Sports division, which will focus on leveraging VNUE’s assets in the sports world.
Interested
businesses may receive the Soundstr Pulse devices for no cost whatsoever. Additionally, in the next several months, VNUE will be offering
both playlist functionality – meaning clients will be able to play fully-licensed music directly from Soundstr – as well
as the ability to opt-in for advertising, which will help to offset licensing costs that businesses pay. One of the strongest points
about Soundstr Pulse is that it does have high-quality audio output capabilities (for use with advertising and for playlists), as well
as Bluetooth beacon technology that will be leveraged for non-invasive advertising.
Also,
in late July, we announced the Company is partnering with Key West’s Barefoot Radio 104.9 and RockHouse Live Key West in collaboration
on a new music show centered around local artists and those artists who pass through the exotic and beautiful island on tour.
Live
and Local at RockHouse Live Key West™ will air every Thursday night, starting September 1, 2022, from 8 PM to 10 PM, 100%
live from RockHouse Live Key West’s exclusive Rock Room.
In
addition to being carried on terrestrial radio by Barefoot 104.9, the show will also air on VNUE’s online and app-based radio station,
VNUE Radio, and it will be professionally livestreamed on VNUE’s StageIt.com platform, both of which reach a global audience, and
the latter with over a million subscribers. And it will also air on select screens at each of the other RockHouse Live locations in
Clearwater Beach, Oxford, MS, and Memphis, TN.
Two
musical artists, which will range from solo artists to full bands, will be featured every week, and will each be interviewed on-site
in the RockHouse Live Rock Room, in front of a live audience. Each artist will also take the stage, and during their performance, the
radio station will play recordings by each of the featured artists, as well as other local artists who have submitted material for consideration.
For
the year ended December
31, 2022,2023, we had revenue of $359,147$529,439 compared to $100,476$359,147 in revenue for the same period ended December 31,
2021, 2022, an increase of $258,671.
$170,293. The increase in revenue for the period is primarily attributable to theapproximately inclusion$175,000 of Stage Itin revenues duringfrom the Matchbox Twenty
yeartour endedin December 31, 2022,2023 compared to zero duringin the same2022 period ended December 31, 2021..
For the year ended December 31, 2023, we had direct costs of revenue of $346,802 compared to $325,878 for the same period ended December 31, 2022, representing an increase of $20,923. The increase in the cost of revenue is attributable to the inclusion of expenses related to the Matchbox Twenty tour offset by a reduction in the cost of revenue at Stage It The increase in costs is attributable to Stage It. We expect to generate positive gross margins from higher sales volumes in the future, although there can be no assurances.
For
the year ended December 31, 2022, we had direct costs of revenue of $325,878 compared to $153,181 for the same period ended December 31,
2021, representing an increase of $172,697.
The
increase in costs is attributable to Stage It. We expect to generate positive gross margins from higher sales volumes in the future,
although there can be no assurances.
We
incurred operating expenses in the amount of $21,849,979
$1,593,757 for the year ended December 31, 2022,2023, as compared with $932,134$21,849,979 for the
same period ended December 31, 2021,2022, ana increase decrease
of $20,917,845$20,256,221 primarily as a result of a non-cash charge of $15,300,000 representing
the fair market value of the Series C Preferred
Stock voting stock received as compensation by our managementmanagement, amortization of intangible assets of $758,333 and due to the impairment
of goodwill and intangible assets of $4,261,683. We did incur those expenses in 2023 and we do not expect to have
this expense in future
quarters.
Excluding stock based compensation in both periods and the impairment of goodwill and issuance of Series C voting stock, operating expenses were $1,212,257 for year ended December 31, 2023 compared to $1,529,962 for the year ended December 31, 2022. The decrease of $317,705 in operating expenses in the 2023 period is primarily attributable to a reduction in professional fees and general and administrative expense offset by an increase in payroll expenses.
The
increase of $20,917,845 in our operating expenses for the year ended December 31, 2022 versus the same period ended 2021 is primarily
attributable to a $15,300,000 non-cash stock-based compensation expense related to the issuance of Series C Preferred voting stock to
our directors, the impairment of goodwill and intangible assets amounting to $4,261,683 an increase in general and administrative expenses
of $351,208 due to the inclusion of Stage It operations, an increase of $247,604 in administrative fees and $758,333 due to the amortization
of intangible assets related to the Stage It acquisition.
We
expect our general and administrative expenses to increase in future quarters with our reporting obligations with the SEC and the increased
expenses associated with increased activity with Stage It operations.
The
increase of $247,604 in our professional fees for the year ended December 31, 2022 versus the same period ended 2021 is largely
the result of the added cost of legal and accounting compliance in connection with the merger with StageIt and the increased costs associated
with our newly acquired subsidiary.
We recorded other income of $274,344 in 2023 compared to other expense of $945,912 in 2022. The material improvement in other income in 2023 is due to the recording of other income of $517,524 at Stage It due to abandoned notes that had expired, and due to significant reduction in interest expense due to lowering of debt levels.
We
recorded other expenses of $945,912 for the year ended December 31, 2022, compared to other income of $3,905,221 for the year ended
December 31, 2021. Our other expenses in the 2022 period were mainly attributable to financing costs and a loss on the extinguishment
of debt. Our other income in the 2021 period was mainly attributable to a change in the fair market value of a derivative liability of
$3,156, 582 and from other income of $1,172,789 due to the reversal of an accrued liability.
As
a result of the foregoing,
we recorded a net loss available to common shareholders of $1,425,389 for the year ended December 31, 2023, compared with a net loss available
to common shareholders of $22,973,109 for the year ended December 31,
2022, compared with net income available to common shareholders of $2,920,382 for the year ended December 31, 2021.2022.
Additionally,
the Company issued 2,305 shares of Preferred B stock to GHS and received $1,964,600 in gross proceeds, retired $319,200 in debt and paid financing fees of $68,400 from the proceeds of the Preferred B issuances.
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, the Company is not required to disclose material changes to the risk factors.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
We incurred operating expenses ofsee in full comparison$288,319$1,321,752 for the three months endedJuneSeptember 30, 2024, as compared with$407,948$330,132 for the same three month period endedJuneSeptember 30, 2023,aandecreaseincrease of$119,629.$1,021,621. Thedecreaseincrease in operating expenses in the 2024 period compared to 2023 is attributable to a net litigation judgement expense of $1,306,775 (see Note 12) offset by decreases in professional fees and payrollexpenses offset by an increase in general and administrativeexpenses.
We incurred operating expenses ofsee in full comparison$480,406$1,802,158 for thesixnine months endedJuneSeptember 30, 2024, as compared with$760,642$1,060,773 for the same period endedJuneSeptember 30,2023,2023.a decrease of $280,326.Thedecreaseincrease in operating expenses in the 2024 period compared to 2023 is attributable to a net litigation judgement expense of $1,306,775 (see Note 12) offset by decreases in professionalfees,fees and payrollexpenses and general and administrativeexpenses.
We recorded other expenses ofsee in full comparison$35,013$23,798 for the three months endedJuneSeptember 30, 2024, compared to other expenses of$79,359$58,335 for the same period endedJuneSeptember 30,2023, a decrease of $44,346.2023. The decreasein other expenses in the 2024 period compared to 2023issolelyattributable to lower levels ofdrawsdebton the Company’s equity lineresulting in2024lowercomparedinterestto 2023.expense
For thesee in full comparisonsixnine months endedJuneSeptember 30, 2024, we had revenue of$194,127$251,796 compared to$232,030$428,552 in revenue for the same period endedJuneSeptember 30, 2023, a decrease of$37,903.$176,756. The decrease in revenue for the period is primarily attributable toincreased revenues at our Stage It subsidiary more than offset offset bya reduction in revenue at VNUE. We expect that our revenues will increase in future quarters as a result of the decreased impact of Covid-19 and the accompanying lockdowns on businesses, which has been an obstacle for live performances; however, there can be no assurances.
For the three months endedsee in full comparisonJuneSeptember 30, 2024, we had revenue of$87,950$57,670 compared to$143,284$196,522 in revenue for the same period endedJuneSeptember 30, 2023, a decrease of$55,334.$138,853. The decrease in revenue for the period is primarily attributable toincreaseddecreased revenues at our Stage It subsidiarymore than offset offsetand by a reduction in revenue at VNUE because Matchbox Twenty was not on tour during this period. We expect that our revenues will increase in future quarters as a result of the decreased impact of Covid-19 and the accompanying lockdowns on businesses, which has been an obstacle for live performances; however, there can be no assurances.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, during thesee in full comparisonsixnine months endedJuneSeptember 30, 2024, the Company used cash in operations of$164,274$269,641 and, as ofJuneSeptember 30, 2024, had an accumulated deficit of$38,838,064$40,222,569 and negative working capital of$6,328,745.$7,677,294. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the condensed consolidated financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Full comparison: every changed paragraph (16)
Results of Operations for the three months
ended JuneSeptember 30, 2024, and 2023
The following discussion and analysis of our results
of operations and financial condition for the three months ended JuneSeptember 30, 2024, and 2023, should be read in conjunction with our
condensed consolidated financial statements and related notes included in this report. The following discussion and analysis of our results
of operations and financial condition for the three months ended JuneSeptember 30, 2024, and 2023, should be read in conjunction with our
condensed consolidated financial statements and related notes included in this Report.
For the three months ended JuneSeptember 30, 2024,
we had revenue of $87,950$57,670 compared to $143,284$196,522 in revenue for the same period ended JuneSeptember 30, 2023, a decrease of $55,334.$138,853. The decrease
in revenue for the period is primarily attributable to increaseddecreased revenues at our Stage It subsidiary more than offset offsetand by a reduction
in revenue at VNUE because Matchbox Twenty was not on tour during this period. We expect that our revenues will increase in future quarters
as a result of the decreased impact of Covid-19 and the accompanying lockdowns on businesses, which has been an obstacle for live performances;
however, there can be no assurances.
For the three months ended JuneSeptember 30, 2024,
we had direct costs of revenue of $47,789$26,670 compared to $101,077$143,500 for the same period ended JuneSeptember 30, 2023.
We incurred operating expenses of $288,319$1,321,752 for
the three months ended JuneSeptember 30, 2024, as compared with $407,948$330,132 for the same three month period ended JuneSeptember 30, 2023, aan decrease
increase of $119,629.$1,021,621. The decreaseincrease in operating expenses in the 2024 period compared to 2023 is attributable to a net litigation judgement expense of $1,306,775 (see Note 12) offset by decreases in professional fees
and payroll expenses offset by an increase in general and administrative expenses.
We recorded other expenses of $35,013$23,798 for the
three months ended JuneSeptember 30, 2024, compared to other expenses of $79,359$58,335 for the same period ended JuneSeptember 30, 2023, a decrease
of $44,346.2023. The decrease in other expenses in the 2024 period compared to 2023 is solely attributable to lower levels of drawsdebt on the
Company’s equity lineresulting in 2024lower comparedinterest to 2023.expense
As a result of the foregoing, we recorded a net
loss available to common shareholders of $353,127$1,384,506 for the three months ended JuneSeptember 30, 2024, compared with a net loss available to
common shareholders of $528,206$375,480 for the same period ended JuneSeptember 30, 2023.
Results of Operations for the sixnine months ended JuneSeptember 30, 2024, and 2023
For the sixnine months ended JuneSeptember 30, 2024, we had revenue of $194,127$251,796 compared to $232,030$428,552 in revenue for the same period ended JuneSeptember 30, 2023, a decrease of $37,903.$176,756. The decrease in revenue for the period is primarily attributable to increased revenues at our Stage It subsidiary more than offset offset by a reduction in revenue at VNUE. We expect that our revenues will increase in future quarters as a result of the decreased impact of Covid-19 and the accompanying lockdowns on businesses, which has been an obstacle for live performances; however, there can be no assurances.
For the sixnine months ended JuneSeptember 30, 2024, we had direct costs of revenue of $96,166$122,836 compared to $149,279$292,859 for the same period ended JuneSeptember 30, 2023.
We incurred operating expenses of $480,406$1,802,158 for the
six nine months ended JuneSeptember 30, 2024, as compared with $760,642$1,060,773 for the same period ended JuneSeptember 30, 2023,2023. a decrease of $280,326.
The decreaseincrease in operating expenses in the 2024 period compared to 2023 is attributable to a net litigation judgement expense of $1,306,775 (see Note 12) offset by decreases in professional fees,fees and payroll expenses
and general and administrative expenses.
We recorded other expenses of $81,917$105,715 for the sixnine months ended JuneSeptember 30, 2024, compared to other expenses of $140,613$198,948 for the same period ended JuneSeptember 30, 2023 a decrease of $58,696.$93,233. The decrease in other expenses in the 2024 period compared to 2023 is solely attributable to lower levels of draws on the Company’s equity line in 2024 compared to 2023.
As a result of the foregoing, we recorded a net loss available to common shareholders of $604,272$1,778,912 for the sixnine months ended JuneSeptember 30, 2024, compared with a net loss available to common shareholders of $967,207$1,124,028 for the same period ended JuneSeptember 30, 2023.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, during the sixnine months ended JuneSeptember 30, 2024, the Company used cash in operations of $164,274$269,641 and, as of JuneSeptember 30, 2024, had an accumulated deficit of $38,838,064$40,222,569 and negative working capital of $6,328,745.$7,677,294. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the condensed consolidated financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
On JuneSeptember 30, 2024, the Company had cash on hand
of $41,782$3,416 as compared with cash on hand of $25,430 as of December 31, 2023.
During the sixnine months ended JuneSeptember 30, 2024, the Company utilized its equity line of credit and received $103,626 in gross proceeds from the issuance of 169,614,949 shares of common stock. As a result of the Borger Settlement described in Note 13 Subsequent Events the Company can longer use its equity line of credit until it has its condensed financial statements re-audited for the years ended December 31, 2023 and December 31, 2022. The re-audits have been mandated by the SEC in its published guidance on all public companies impacted by the Borgers Settlement.
RDCT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding RDCT (13F)
None of the 59 investors we track reported a position in their latest 13F.