As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/16/20  20/20 Global, Inc.                10-Q        9/30/20   44:2M                                     Southridge Svcs Inc./FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        20/20 Global, Inc. - Form 10-Q SEC Filing           HTML    352K 
 2: EX-31.01    Certification -- §302 - SOA'02                      HTML     17K 
 3: EX-32.01    Certification -- §906 - SOA'02                      HTML     15K 
10: R1          Document and Entity Information                     HTML     65K 
11: R2          Condensed Consolidated Balance Sheets               HTML     76K 
12: R3          Condensed Consolidated Balance Sheets -             HTML     27K 
                Parenthetical                                                    
13: R4          Condensed Consolidated Statements of Operations     HTML     76K 
14: R5          Condensed Consolidated Statements of Changes in     HTML     48K 
                Stockholders' Equity                                             
15: R6          Condensed Consolidated Statements of Cash Flows     HTML     69K 
16: R7          Note 1 - Organization and Description of Business   HTML     19K 
17: R8          Note 2 - Summary of Significant Accounting          HTML     22K 
                Policies                                                         
18: R9          Note 3 - Going Concern                              HTML     17K 
19: R10         Note 4 - Related-Party Transactions                 HTML     18K 
20: R11         Note 5 - Employer Ira Plan                          HTML     17K 
21: R12         Note 6 - Legal Proceeding                           HTML     18K 
22: R13         Note 7 - Discontinued Operations                    HTML     82K 
23: R14         Note 8 - Subsequent Events                          HTML     17K 
24: R15         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING          HTML     17K 
                POLICIES: Basis of Presentation (Policies)                       
25: R16         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING          HTML     17K 
                POLICIES: Basis of Consolidation (Policies)                      
26: R17         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING          HTML     18K 
                POLICIES: Use of Estimates (Policies)                            
27: R18         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING          HTML     18K 
                POLICIES: Cash and Cash Equivalents (Policies)                   
28: R19         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING          HTML     19K 
                POLICIES: Revenue Recognition (Policies)                         
29: R20         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING          HTML     17K 
                POLICIES: Fair Value of Financial Instruments                    
                (Policies)                                                       
30: R21         NOTE 7 - DISCONTINUED OPERATIONS: Schedule of       HTML     29K 
                Discontinued Operations - Assets (Tables)                        
31: R22         NOTE 7 - DISCONTINUED OPERATIONS: Schedule of       HTML     62K 
                Discontinued Operations - Income (Tables)                        
32: R23         NOTE 7 - DISCONTINUED OPERATIONS: Schedule of       HTML     25K 
                Discontinued Operations - Cash flows (Tables)                    
33: R24         Note 1 - Organization and Description of Business   HTML     16K 
                (Details)                                                        
34: R25         Note 3 - Going Concern (Details)                    HTML     19K 
35: R26         Note 4 - Related-Party Transactions (Details)       HTML     24K 
36: R27         Note 5 - Employer Ira Plan (Details)                HTML     18K 
37: R28         Note 6 - Legal Proceeding (Details)                 HTML     16K 
38: R29         NOTE 7 - DISCONTINUED OPERATIONS: Schedule of       HTML     32K 
                Discontinued Operations - Assets (Details)                       
39: R30         NOTE 7 - DISCONTINUED OPERATIONS: Schedule of       HTML     51K 
                Discontinued Operations - Income (Details)                       
40: R31         NOTE 7 - DISCONTINUED OPERATIONS: Schedule of       HTML     28K 
                Discontinued Operations - Cash flows (Details)                   
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM  i 10-Q
i ☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended  i September 30, 2020
i ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended
Commission File Number  i 000-56022
i 20/20 GLOBAL, INC.
(Exact name of registrant as specified in its charter)
i Nevada				i 87-0645794
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
i 480 22nd Street,  i Box 2,  i Heyburn,  i ID  i 83336
(Address of principal executive offices, including zip code)
( i 208)  i 677- i 2020
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol(s)			Name of each exchange on which registered
None		None			None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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.  i Yes  [X]  No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

 i Yes  [X]  No [  ]

 

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

Large accelerated filer [  ]	Accelerated filer [  ]
i Non-accelerated filer  [X]	Smaller reporting company   i ☒
Emerging growth company   i ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 13, 2020, issuer had  i 12,925,420 outstanding shares of common stock, par value $0.001.

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PART I–FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

20/20 GLOBAL, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30, 2020			December 31, 2019
ASSETS
Current assets:
Cash	$	i 51,874		$	i 209,164
Prepaid expenses		i -			i 7,606
Other deposits and receivables		i 48,096			i 50,100
Note receivable		i -			i 1,000
Assets of discontinued operations		i 384,807			i 946,715
Total current assets		i 484,777			i 1,214,585
Property, plant and equipment, net		i -			i 548
TOTAL ASSETS	$	i 484,777		$	i 1,215,133
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued liabilities	$	i 1,149		$	i 55,967
Liabilities of discontinued operations		i -			i 507,263
Total current liabilities		i 1,149			i 563,230
TOTAL LIABILITIES		i 1,149			i 563,230
STOCKHOLDERS’ EQUITY
Preferred stock, $ i  i 0.001 /  par value;  i  i 5,000,000 /  shares authorized and no shares issued or outstanding		i -			i -
Common stock, $ i  i 0.001 /  par value;  i  i 100,000,000 /  shares authorized;  i  i 12,925,420 /  and  i  i 12,425,540 /  shares issued and outstanding, respectively		i 12,925			i 12,425
Additional paid-in capital		i 50,746			i 26,246
Retained earnings		i 419,957			i 613,232
TOTAL STOCKHOLDERS’ EQUITY		i 483,628			i 651,903
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	i 484,777		$	i 1,215,133
See accompanying notes to the unaudited condensed consolidated financial statements.

 

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20/20 GLOBAL, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
Operating expenses:
General and administration expenses	$	i 24,013		$	i 43,642		$	i 85,448		$	i 67,191
Consulting – related party		i 25,000			i -			i 25,000			i -
Salaries and wages		i -			i 11,724			i -			i 55,323
Total operating expenses		i 49,013			i 55,366			i 110,448			i 122,514
Loss from operations		( i 49,013)			( i 55,366)			( i 110,448)			( i 122,514)
Other Income:
Interest income		i 280			i 4,696			i 2,143			i 13,167
Total other income		i 280			i 4,696			i 2,143			i 13,167
Net loss before provision for income tax		( i 48,733)			( i 50,670)			( i 108,305)			( i 109,347)
Provision for income tax expense		i -			i -			i -			i -
Net loss from continuing operations		( i 48,733)			( i 50,670)			( i 108,305)			( i 109,347)
Net (loss) income from discontinued operations before provision for income tax		( i 30,324)			i 94,590			( i 84,970)			i 207,060
Provision for income tax expense from discontinued operations		i -			i -			i -			i -
Net (loss) income from discontinued operations		( i 30,324)			i 94,590			( i 84,970)			i 207,060
Net (loss) income	$	( i 79,057)		$	i 43,920		$	( i 193,275)		$	i 97,713
Basic and fully diluted earnings per share from continuing operations	$	( i 0.00)		$	( i 0.00)		$	( i 0.01)		$	( i 0.01)
Basic and fully diluted (loss) earnings per share from discontinued operations		( i 0.00)			i 0.01			( i 0.01)			i 0.02
Basic and fully diluted (loss) earnings per share	$	( i 0.01)		$	i 0.00		$	( i 0.02)		$	i 0.01
Weighted average shares outstanding—basic and diluted		i 12,816,724			i 12,425,420		i 12,556,807			i 12,425,420

 

See accompanying notes to the unaudited condensed consolidated financial statements.

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20/20 GLOBAL, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,
	2020			2019
Cash flows from operating activities:
Net loss from continuing operations	$	( i 108,305)		$	( i 109,347)
Less net (income) loss from discontinued operations		( i 84,970)			i 207,060
Depreciation expense		i 548			i 323
Stock compensation – related party		i 25,000			i -
Change in assets and liabilities:
Prepaids and other receivables		i 9,610			i 349
Accounts payable and accrued liabilities		( i 54,819)			( i 40,840)
Operating cash flow from discontinued operations		( i 60,548)			i 87,876
Net cash (used in) provided by operating activities		( i 273,484)			i 145,421
Cash flows from investing activities:
Issuance of note receivable		i -			( i 3,500)
Payments on note receivable		i 1,000			i 1,000
Net cash provided by (used in) investing activities		i 1,000			( i 2,500)
Net (decrease) increase in cash		( i 272,484)			i 142,921
Cash of continuing operations at beginning of period		i 209,164			i -
Cash of discontinued operations at beginning of period		i 500,000			i 611,497
Cash at end of period	$	i 436,680		$	i 754,418
Less cash of discontinued operations		( i 384,806)			( i 500,000)
Cash of continuing operations	$	i 51,874		$	i 254,418
Supplemental cash flow information:
Cash paid for interest	$	i -		$	i -
Cash paid for income taxes	$	i -		$	i 21,419
Schedule of noncash investing and financing activities:
Establish operating lease right of use asset and related liability	$	i -		$	i 16,199

 

See accompanying notes to the unaudited condensed consolidated financial statements.

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20/20 GLOBAL, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

 

 i 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

We were incorporated in Nevada on January 21, 2000, under the name RM Investors, Inc. On March 15, 2014, under the terms of an Exchange Agreement and Plan of Reorganization, we acquired  i 100% of the issued and outstanding shares of our subsidiary 20/20 Produce Sales, Inc., an Idaho corporation that was incorporated on December 22, 1994. Our business operations are conducted through our wholly owned subsidiary. In connection with this reorganization, we obtained a new CUSIP number for our common stock, FINRA approval of our name change from RM Investors, Inc. to 20/20 Global, Inc. and a new trading symbol for our shares on the OTC market place, and effected a 2-for-1 forward split of the then issued and outstanding shares of our common stock.

 

We were a distributor of fresh produce with a tradition of service for the past 20 years, shipping fresh produce via refrigerated semi-trucks from manufacturing facilities to wholesalers from 10 separate geographical locations in Idaho, Washington, California, New Mexico, and Texas. Based on the loss of business generated through our license agreement with Markon Cooperative, Inc., we discontinued our fresh produce distribution business and closed our facilities at the end of 2019. We are pursuing other business opportunities and believe that we may find another business opportunity, or another active business may be interested in acquiring us.

 

Our accompanying unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern. However, we have recently been forced to discontinue our only revenue stream, which raises substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 / 

 

 i 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 i 

Basis of Presentation

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2019. The results of the nine months ended September 30, 2020, are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.

 

In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2020, and the results of operations and cash flows presented herein, have been included in the financial statements. All such adjustments are of a normal and recurring nature.

 

 i 

Basis of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of 20/20 Global, Inc. and our wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in these consolidated financial statements.

 / 

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 i 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our financial statements include, when applicable, disclosures of estimates, assumptions, uncertainties, and markets that could affect our financial statements and future operations.

 

 i 

Cash and Cash Equivalents

 

We consider all highly liquid investments with original maturities of less than three months that are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value, to be cash equivalents.

 

 i 

Revenue Recognition

 

We adopted Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation.

 

We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we transfer to our customer. Once a contract is determined to be within the scope of ASC Topic 606, at contract inception we review the contract to determine which performance obligations we must deliver and which of these performance obligations are distinct. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, our performance obligations are transferred to customers at a point in time, typically upon delivery.

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We had no sales for the three and nine months ended September 30, 2020. For the three and nine months ended September 30, 2019, all sales and accounts receivable have been reclassified to discontinued operations.

 

 i 

Recent Accounting Pronouncements

 

We have reviewed recently issued accounting pronouncements and plan to adopt those that are applicable to us. We do not expect the adoption of any pronouncements to have an impact on our results of operations or financial position.

 

 i 

NOTE 3 – GOING CONCERN

 

The accompanying unaudited condensed consolidated financial statements have been prepared on the assumption that we will continue as a going concern. As discussed in Note 1, we discontinued our produce distribution business in December 2019. We had a net loss of loss of $ i 108,305 from continuing operations for the nine months ended September 30, 2020. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue our operations as a going concern is dependent on management’s plans, which include finding another business opportunity or another active business that may be interested in acquiring us, during the next 12 months. These interim financial statements do not include any adjustments that may result from the outcome of this uncertainty.

 / 

 

 i 

NOTE 4 – RELATED-PARTY TRANSACTIONS

 

We lease our office from Whistling Pete Enterprises, d/b/a Legacy Center, an Idaho limited liability company.  i The lease, which commenced on March 2, 2009, presently is a year to year lease, and we currently pay $1,200 per month plus utilities. Whistling Pete Enterprises is owned 50% by Mark Williams, our president. Total lease payments were $ i 11,038 and $ i 12,233 during the nine months ended September 30, 2020 and 2019, respectively.

 

On July 20, 2020, we granted  i 500,000 shares of common stock to Mark Williams for consideration relating to the winding down of our operations. The shares were valued at $0.05 for total noncash expense of $ i 25,000.

 / 

 

 i 

NOTE 5 – EMPLOYER IRA PLAN

 

In August 2014, we adopted a Premier Select Simple IRA Plan, which covers all eligible employees who choose to participate.  i We contribute 2% of compensation, not to exceed certain limits, for employees who participate in the IRA Plan. During the nine months ended September 30, 2020 and 2019, we contributed $ i 0 and $ i 5,810, respectively, to the IRA Plan.

 / 

 

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 i 

NOTE 6 – LEGAL PROCEEDING

 

On June 27, 2019, we were served with Petitioner’s Motion to Join 20/20 Global as a Necessary Third-Party Respondent to the Present Action, and to Enforce the Judgment Entered October 9, 2018, by Ordering 20/20 Global, Inc., to Turn Over Marital Securities Earned by Respondent and Awarded to Petitioner and a Subpoena for Deposition (Records only) in the matter of In re the Marriage of Penni Gruenberg v. Myron Gruenberg, Case No. 17 D 3662, filed in the Circuit Court of Cook County, Illinois.

 

Petitioner sought return of the shares originally represented by certificates nos. 539 and 540, which were returned by Mr. Gruenberg and cancelled by us after termination of our agreement with him for his failure to perform under the Master Services Agreement. We did not believe Mr. Gruenberg was entitled to the shares and, therefore, they could not be awarded to his spouse in litigation and vigorously defended this position. On March 6, 2020, an agreed order was entered whereby Penni Gruenberg voluntarily withdrew her petition in accordance with the terms of the settlement agreement dated March 4, 2020. Per the terms of the settlement, we accrued $40,000 as of December 31, 2019. We paid the $ i 40,000 to Ms. Gruenberg during the nine months ended September 30, 2020.

 / 

 

 i 

NOTE 7 – DISCONTINUED OPERATIONS

 

On July 1, 2019, Performance Food Group Company (“PFG”) announced that it entered into a definitive agreement to acquire Reinhart Foodservice, LLC (“Reinhart”) from Reyes Holdings, LLC. Reinhart was a principal purchaser of our fresh produce distribution business. On December 20, 2019, PFG received approval from the Federal Trade Commission to acquire Reinhart and closed the transaction on December 30, 2019. Most of our business through our License Agreement with Markon Cooperative was purchased by Reinhart. Although our Markon License Agreement had not been terminated, PFG notified us that it would use its existing suppliers, which did not include us. Since this agreement that generated over half of our existing business was effectively terminated, we decided to discontinue our fresh produce distribution business, and we notified all of our vendors and suppliers that we would not conduct new business with them after December 27, 2019.

 

In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of September 30, 2020 and December 31, 2019, and consist of the following:

 i 

	September 30, 2020			December 31, 2019
Current assets of discontinued operations:
Cash	$	i 384,807		$	i 500,000
Accounts receivable		i -			i 446,715
Total current assets of discontinued operations:	$	i 384,807		$	i 946,715
Current liabilities of discontinued operations:
Accounts payable	$	i -		$	i 489,863
Accrual		i -			i 17,400
Total current liabilities of discontinued operations:	$	i -		$	i 507,263

 /  / 

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In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the consolidated statements of operations. The results of operations from discontinued operations for the three and nine months ended September 30, 2020 and 2019, have been reflected as discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019, and consist of the following:

 i 

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2020			2019			2020			2019
Revenues of discontinued operations	$	i -		$	i 3,556,333		$	( i 1,417)		$	i 10,411,460
Cost of revenues of discontinued operations		i -			i 3,399,083			( i 243)			i 9,922,771
Gross profit of discontinued operations		i -			i 157,250			( i 1,174)			i 488,689
Operating expenses of discontinued operations:
General and administration expenses		i 7,449			i -			i 9,896			i 79,528
Business development		i -			i 200			i -			i 41,726
Salaries and wages		i 22,875			i 58,160			i 70,056			i 163,015
Sales/marketing expense		i -			i 7,952			i -			i 25,639
Total operating expense of discontinued operations		i 30,324			i 66,312			i 79,952			i 309,908
Operating (loss) income from discontinued operations		( i 30,324)			i 90,938			( i 81,126)			i 178,781
Other Income of Discontinued Operations:
Other income (expense)		i -			i 3,652			( i 3,844)			i 28,279
Net (loss) income from discontinued operations before provision for income tax		( i 30,324)			i 94,590			( i 84,970)			i 207,060
Provision for income tax expense from discontinued operations		i -			i -			i -			i -
Net (loss) income from discontinued operations	$	( i 30,324)		$	i 94,590		$	( i 84,970)		$	i 207,060

 / 

 

In accordance with the provisions of ASC 205-20, we have included the net cash provided by discontinued operations in the consolidated statements of cash flows. The net cash provided by discontinued operations in the consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019, consists of the following:

 i 

	For the Nine Months
	Ended September 30,
	2020			2019
Net (loss) income from discontinued operations, net of tax	$	( i 84,970)		$	i 207,060
Changes in assets and liabilities:
Accounts receivable		i 446,715			i 145,971
Inventory		i -			i 3,200
Accounts payable and accrued liabilities		( i 507,263)			( i 61,295)
Net cash (used in) provided by discontinued operations	$	( i 145,518)		$	i 294,936

 / 

 

 i 

NOTE 8 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued, and has determined that no material subsequent events exist.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

 

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2019, and the notes to those statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in our annual report, which could cause actual results to differ materially from those anticipated in any forward-looking statements.

 

Results of Operations

 

Comparison of the Three Months Ended September 30, 2020 and 2019

 

Sales and Cost of Sales

 

Due to the termination of our fresh produce business, we did not have any revenue or cost of revenue from continuing operations for the three months ended September 30, 2020 and 2019.

 

Operating Expenses from Continuing Operations

 

Operating expenses from continuing operations for the three months ended September 30, 2020 and 2019, consisted of general and administrative expenses of $24,013 and $43,642, respectively, related-party consulting fees of $25,000 and $0, respectively, and salaries and wages of $0 and $11,724, respectively. General and administrative expenses consisted primarily professional fees.

 

Other Income from Continuing Operations

 

Other income, which is all interest income, was $280 and $4,696 for the three months ended September 30, 2020 and 2019, respectively.

 

Net Loss from Continuing Operations

 

We had a net loss from continuing operations for the three months ended September 30, 2020 and 2019, of $48,733 and $50,670, respectively.

 

Net (Loss) Income from Discontinued Operations

 

Net loss from discontinued operations for the three months ended September 30, 2020, was $30,324 compared to net income from discontinued operations of $94,590 for the three months ended September 30, 2019, due to the following:

 

From discontinued operations, we had revenue for the three months ended September 30, 2020, of $0, as compared to $3,556,333 for the three months ended September 30, 2019. Our corresponding cost of revenues for the three months ended September 30, 2020, was $0, as compared to $3,399,083 for the three months ended September 30, 2019.

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Operating expenses from discontinued operations for the three months ended September 30, 2020 and 2019, were $30,324 and $66,312, respectively, which consisted of general and administrative expenses of $7,449 and $0, respectively, business development expenses of $0 and $200 respectively, salaries and wages of $22,875 and $58,160, respectively, and sales/marketing expenses of $0 and $7,952, respectively.

 

Comparison of the Nine Months Ended September 30, 2020 and 2019

 

Sales and Cost of Sales

 

Due to the termination of our fresh produce business, we did not have any revenue or cost of revenue from continuing operations for the nine months ended September 30, 2020 and 2019.

 

Operating Expenses from Continuing Operations

 

Operating expenses from continuing operations for the nine months ended September 30, 2020 and 2019, were $110,448 and $122,514, respectively, which consisted of general and administrative expenses of $85,448 and $67,191, respectively, related-party consulting fees of $25,000 and $0, respectively, and salaries and wages of $0 and $55,323, respectively. General and administrative expenses consisted primarily of rent expense and professional fees.

 

Other Income from Continuing Operations

 

Other income, which is all interest income, was $2,143 and $13,167 for the nine months ended September 30, 2020 and 2019, respectively.

 

Net Loss from Continuing Operations

 

We had a net loss from continuing operations for the nine months ended September 30, 2020 and 2019, of $108,305 and $109,347, respectively.

 

Net (Loss) Income from Discontinued Operations

 

Net loss from discontinued operations for the nine months ended September 30, 2020, was $84,970 compared to net income from discontinued operations of $207,060 for the nine months ended September 30, 2019, due to the following:

 

From discontinued operations, we had revenue for the nine months ended September 30, 2020, of $(1,417), as compared to $10,411,460 for the nine months ended September 30, 2019. Our corresponding cost of revenues for the nine months ended September 30, 2020, was $(243) as compared to $9,922,771 for the nine months ended September 30, 2019.

 

Operating expenses from discontinued operations for the nine months ended September 30, 2020, were $79,952, as compared to $309,908 for the nine months of September 30, 2019, which consisted of general and administrative expenses of $9,896 and $79,528, business development expenses of $0 and $41,726, salaries and wages of $70,056 and $163,015, and sales/marketing expenses of $0 and $25,639, respectively.

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Liquidity and Capital Resources

 

As of September 30, 2020, we had working capital of $483,628, down from working capital of $651,355 at December 31, 2019. Our current assets of $484,777 consisted mainly of cash and other receivables and assets of discontinued operations. We had retained earnings of $419,957 as of September 30, 2020, down from retained earnings of $613,232 as of December 31, 2019.

 

Net loss for the nine months ended September 30, 2020, was $193,275, as compared to net income of $97,713 for the nine months ended September 30, 2019. Operating activities used net cash of $273,484, as compared to providing net cash of $145,421 for the nine months ended September 30, 2019. Investing activities provided net cash of $1,000 and used net cash of $2,500 during the nine months ended September 30, 2020 and 2019, respectively. We had a cash balance from continuing operations at September 30, 2020 and December 31, 2019, of $51,874 and $209,164, respectively. We had a cash balance from discontinued operations at September 30, 2020 and December 31, 2019, of $384,806 and $500,000, respectively.

 

Our monthly operating costs average approximately $25,000 per month for the foreseeable future while we seek other business opportunities. We plan to fund our operations with our cash on hand.

 

Our interim financial statements have been prepared assuming we will continue as a going concern. We have discontinued our produce operations, and we are pursuing other business opportunities. Our ability to continue our operations as a going concern is dependent on management’s plans, which include finding another business opportunity or another active business that may be interested in acquiring us. The accompanying consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated interim financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Critical Accounting Policies

 

We have identified the policy outlined below as critical to our business operations and an understanding of our results of operations. We have not included a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States (GAAP), with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to our December 31, 2019, financial statements. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. We cannot assure that actual results will not differ from those estimates.

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Revenue Recognition

 

We recognize revenue in accordance with Financial Accounting Standards Board, Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

 

We apply the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we transfer to the customer. Once a contract is determined to be within the scope of ASC Topic 606, at contract inception we review the contract to determine which performance obligations we must deliver and which of these performance obligations are distinct. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, our performance obligations are transferred to customers at a point in time, typically upon delivery.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures as of September 30, 2020, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of September 30, 2020, our disclosure controls and procedures were effective.

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Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II–OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of this report:

 

Exhibit Number*		Title of Document		Location
Item 31		Rule 13a-14(a)/15d-14(a) Certifications
31.01		Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14		This filing.
Item 32		Section 1350 Certifications
		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		This filing.
Item 101**		Interactive Data File
101.INS		XBRL Instance Document		This filing.
101.SCH		XBRL Taxonomy Extension Schema		This filing.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase		This filing.
101.DEF		XBRL Taxonomy Extension Definition Linkbase		This filing.
101.LAB		XBRL Taxonomy Extension Label Linkbase		This filing.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase		This filing.

_______________

 

*	All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.
**	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	20/20 GLOBAL, INC.
Date: November 13, 2020	By:	/s/ Mark D. Williams
		Mark D. Williams, President,
		Chief Executive Officer (Principal Executive
		Officer, Principal Financial Officer)

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