The following discussion and analysis of the results of operations and financial
condition of the Company for the quarters ended June 30, 2021 and 2020, should
be read in conjunction with the other sections of this Quarterly Report,
including the Financial Statements and notes thereto of the Company included in
this Quarterly Report. The various sections of this discussion contain
forward-looking statements, all of which are based on our current expectations
and could be affected by the uncertainties described throughout this Quarterly
Report as well as other matters over which we have no control. See "Cautionary
Note Regarding Forward-Looking Statements." Our actual results may differ
materially. The Company does not undertake any obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of this Quarterly Report except as required by applicable laws.
Organizational History of the Company and Overview
On December 31, 2012, AquaLiv Technologies, Inc. ("ALTI") and Verity Farms II,
Inc. ("Verity Farms"), a South Dakota corporation, entered into a Share Exchange
Agreement. Pursuant to the Share Exchange Agreement, ALTI acquired 100% of the
authorized and issued shares of Verity Farms in exchange (the "Exchange") for
4,850,000 shares of Series B Convertible Preferred Stock, par value $0.001 of
ALTI, representing approximately 86% of the outstanding shares of ALTI, on a
fully diluted basis, assuming conversion into common stock. As a result of the
Exchange and the other transactions contemplated thereunder, Verity Farms became
a wholly owned subsidiary of ALTI and ALTI acquired Verity Farms' business
operations. ALTI was formed under the laws of the State of Nevada on April 11,
2006 originally under the name of Infrared Systems International "ISI" as a
wholly owned subsidiary of China Sxan Biotech, Inc. ("CSBI") (then known as
Advance Technologies, Inc.) to pursue a narrowly defined business objective
called infrared security systems.
On April 1, 2013, the Company changed its name from AquaLiv Technologies Inc. to
Verity Corp. and our stock symbol changed to VRTY.
The Company was the parent of Verity Farms and Aistiva Corporation ("Aistiva")
(f/k/a AquaLiv, Inc.). Verity Farms was dedicated to providing consumers with
safe, high-quality, and nutritious food sources through sustainable crop and
livestock production. Aistiva previously released products in the industries of
water treatment, skincare, and agriculture. Verity Farms was administratively
dissolved in the State of South Dakota on May 4, 2018. Aistiva was
administratively dissolved on April 9, 2015, in the State of Washington.
In February 2016, all of the Company's officers and directors resigned, and the
Company stopped substantially all operating activities. At such time, the
Company became a "shell company," as such term is defined in Rule 12b-2 under
the Exchange Act.
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Merger with Healthcare Solutions Holdings, Inc.
On June 14, 2019, the Company entered into a Merger Agreement (the "Merger
Agreement") by and between the Company, Verity Merger Corp., a wholly-owned
subsidiary of the Company and a Delaware corporation (the "Merger Sub"), and
Healthcare Solutions Holdings, Inc., a Delaware corporation ("HSH"). Pursuant to
the terms of the Merger Agreement, the parties agreed that Merger Sub would
merge with and into HSH, with HSH being the surviving entity and becoming a
wholly-owned subsidiary of the Company (the "Merger"). The Merger closed on
April 15, 2021 (the "Closing"), at which time Merger Sub merged with and into
HSH with HSH being the surviving entity, and HSH became our wholly owned
subsidiary. As a result of the consummation of the Merger, HSH became our wholly
owned subsidiary and the business of HSH became the business of the Company
going forward.
At the Closing of the Merger, Robert Stevens (the "Receiver") appointed new
officers and directors of the Company. As consideration for the services of the
Receiver and his team, for acting as the court-appointed receiver for the
Company and its predecessor and affiliated entities, and pursuant the Merger
Agreement, as amended, in August of 2020, the Receiver and certain entities, as
directed by the Receiver, were issued an aggregate total of 114,599,754 shares
of the Company's common stock. At Closing, the aggregate Merger consideration
paid to the holders of the HSH common was 1,145,997,555 shares of the Company's
common stock constituting 90% of the issued and outstanding shares of Company
common stock immediately following the Closing.
As a result of the consummation of the Merger, on April 15, 2021, HSH became our
wholly owned subsidiary and the business of HSH became the business of the
Company going forward. Accordingly, at the Closing, the Company ceased to be a
shell company as of April 15, 2021.
Receivership
The Company was previously in receivership. On May 16, 2016, pursuant to Case
Number A16-733815-B, Nevada's 8th Judicial District, Business Court, appointed
Robert Stevens as receiver (the "Receiver") for the Company. Creditors of the
Company were required to provide claims in writing under oath on or before
November 3, 2016, or they would be barred under Nevada Revised Statute §78.675.
Since May 16, 2016, through the date of the Merger, the Company was operating
under the direction of the Receiver. On March 5, 2018, the District Court in
Clark County, Nevada approved a plan of reorganization for the Company and the
discharge of the Receiver upon completion of his duties under the court order.
Upon the Closing of the Merger, the reorganization of the Company described in
the court order was completed and, as a result and pursuant to the court order
dated March 5, 2018, the Receiver was automatically discharged and the
receivership was automatically terminated such that no further action was needed
by the Receiver or the Company in connection with the receivership, and such
that Company was no longer in receivership.
Change of Domicile and Plan of Conversion
On March 15, 2019, Healthcare Solutions Management Group, Inc. was incorporated
in the State of Delaware. Verity Delaware, Inc. was incorporated in the State of
Delaware on March 11, 2019. Verity Merger Corp. was incorporated in the State of
Delaware on March 15, 2019. On March 11, 2019, pursuant to an Agreement and Plan
of Conversion, the Company, then a Nevada corporation named Verity Corp.,
converted into, and became Verity Delaware, Inc., a Delaware corporation in
Delaware and on May 30, 2019, the conversion was completed in Nevada. As a
result of the foregoing, Verity Corp. a Nevada corporation converted into and
became Verity Delaware, Inc., a Delaware corporation. On May 8, 2019, pursuant
to a Plan of Merger, Verity Delaware, Inc. was merged with and into Verity
Merger Corp., with Verity Merger Corp. surviving, and with Healthcare Solutions
Management Group, Inc. becoming a successor in interest to Verity Delaware Inc.
and the parent company of Verity Merger Corp.
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Name and Trading Symbol Change
Since Healthcare Solutions Management Group, Inc. became the successor in
interest to Verity Delaware Inc. a Delaware corporation which was previously a
Nevada corporation named Verity Corp., the Company's current name is Healthcare
Solutions Management Group, Inc. The Company plans to submit an Issuer
Company-Related Action Notification Form (the "Name Change") to the Financial
Industry Regulatory Authority ("FINRA") to request that the Company's name be
updated to its current name and to change the Company's trading symbol
accordingly. The Company has not yet submitted the Name Change to FINRA and
there can be no assurance that FINRA will process the Name Change as planned, or
at all.
No Prior Operations
From 2016 until the Merger, the Company did not have any material operations and
was a shell company as such term is defined in Rule 12b-2 of the Exchange Act.
On April 15, 2021, pursuant to the Merger Agreement, Merger Sub merged with and
into HSH, with HSH being the surviving entity, and HSH thereafter became a
wholly owned subsidiary of the Company and the Company ceased to be a shell
company as of such date.
Change in Fiscal Year End
On November 5, 2020, the Company's court appointed receiver, acting under
judicial order on behalf of the Board of Directors of the Company, in accordance
with the Company's Bylaws, acted by written consent to change the Company's
Fiscal Year End from June 30 to September 30. As a result of this change, we
filed a Transition Report on Form 10-K for the three-month transition period
from June 30, 2020 to September 30, 2020 on January 20, 2021.
Impact of COVID-19
On January 30, 2020, the World Health Organization announced a global health
emergency because of the spread of a new strain of the novel coronavirus
("COVID-19"). On March 11, 2020, the World Health Organization declared the
outbreak of COVID-19 a global pandemic. COVID-19 has significantly affected, and
continues to significantly affect, the United States and global economies.
The outbreak has, and may continue to, spread, which could materially impact the
Company's business. The full extent of potential impacts on the Company's
business, financing activities and the global economy will depend on future
developments, which cannot be predicted due to the uncertain nature of the
continued COVID-19 pandemic, government mandated shutdowns, and its adverse
effects, including new information which may emerge concerning the severity of
COVID-19 and the actions to contain COVID-19 or treat its impact, among others.
These effects could have a material adverse impact on the Company's business,
operations, financial condition, and results of operations.
Results of Operations
Comparison of Results of Operations for the Three and Nine Months Ended June 30,
2021 and 2020
Revenue
For the three months ended June 30, 2021, we recorded $2,500,868 in revenue
compared to $745,019 for the three months ended June 30, 2020
For the nine months ended June 30, 2021, we recorded $5,981,542 in revenue
compared to $1,551,119 for the nine months ended June 30, 2020.
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Operating Expenses
Operating expenses for the three months ended June 30, 2021 were $882,989,
compared to $1,912,418 for the three months ended June 30, 2020. Key components
of the Company's expenses for the three months ended June 30, 2021 include
approximately $485,786 in payroll and benefits (which includes $234,360 in stock
based compensation), approximately $69,387 in legal and professional services,
and $29,633 in rent expense.
Operating expenses for the nine months ended June 30, 2021 were $7,686,451,
compared to $4,755,932 for the nine months ended June 30, 2020. Key components
of the Company's expenses for the nine months ended June 30, 2021 include
$5,598,197 in contractor expenses compared to 3,772,844 during the same period
in 2020
Liquidity and Capital Resources
As of June 30, 2021, we had $431,829 in cash and cash equivalents. Net
cash provided by operating activities was $1,792,423 for the nine months ended
June 30, 2021, compared to net cash used in operating activities $3,439,822 for
the nine months ended June 30, 2020.
Net cash used in investing activities was $1,250,823 for the nine months ended
June 30, 2021 compared to $20,000 provided investing activities for the nine
months ended June 30, 2020
Net cash used in financing activities for the nine months ended June 30, 2021
was $951,121 due to the repayment of related party debt, compared to $3,269,931
provided by financing activities during the period ended June 30, 20201
We will have significant ongoing needs for working capital to fund operations
and to continue to expand our operations. To that end, we would be required to
raise additional funds through equity or debt financing. However, there can be
no assurance that we will be successful in securing additional capital on
favorable terms, if at all. Our inability to raise capital could require us to
significantly curtail or terminate our operations altogether.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles, or
"GAAP." The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenue and expenses during
the reported period. In accordance with GAAP, we base our estimates on
historical experience and on various other assumptions that we believe are
reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions.
Our significant accounting policies are fully described in Note 2 to our
consolidated financial statements appearing elsewhere in this Quarterly Report,
and we believe those accounting policies are critical to the process of making
significant judgments and estimates in the preparation of our consolidated
financial statements.
Income Taxes
Due to the historical operating losses, the inability to recognize an income tax
benefit, and the failure to file tax returns for numerous years, there is no
provision for current or deferred federal or state income taxes for the period
from inception through the period ended June 30, 2021. As of June 30, 2021, the
Company had a retained earnings deficit of $28,221,684, however, the amount of
that loss that could be carried forward to offset future taxes is
indeterminable.
Off-Balance Sheet Arrangements
None.
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