Blue Line Protection Group, Inc. - Quarter Report: 2017 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2017

 

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the transition period from __________________ to _________________

 

Commission file number: 001-35902

 

(Exact name of registrant as specified in its charter)

Nevada	20-5543728
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
5765 Logan St. Denver, CO	80216
(Address of principal executive offices)	(Zip Code)
(800) 844-5576
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

 

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. Yes ☑ No ☐

Indicate by a checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date 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 ☐ 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 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	☑
(Do not check if a smaller reporting company)		Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ☐ No ☑ 

As of August 15, 2017, the registrant had 127,348,026 outstanding shares of common stock.

 

 

FORWARD-LOOKING STATEMENTS

 

The information in this report contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, ("the Exchange Act"), which are subject to the "safe harbor" created by those sections. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "should," "could," "predicts," "potential," "continue," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

 

 

 

 

 

 

 

 

 

 

 

 

BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
		June 30,				December 31,
		2017				2016
Assets
Current assets:
Cash and equivalents		$	14,738			$	-
Accounts receivable, net			153,418				133,698
Prepaid expenses and deposits			65,934				85,888
Total current assets			234,090				219,586
Fixed assets:
Machinery and equipment, net			110,499				132,887
Fixed assets of discontinued operations			2,782				2,782
Total fixed assets			113,281				135,669
Total assets		$	347,371			$	355,255
Liabilities and Stockholders' Deficit
Current liabilities:
Cash overdraft		$	-			$	30,462
Accounts payable and accrued liabilities			497,313				416,573
Notes payable			138,635				185,000
Notes payable - related parties			385,846				385,846
Convertible notes payable, net of unamortized discount			190,500				-
Convertible notes payable - related parties, net of unamortized       discount			872,026				610,000
Current portion of long-term debt			-				4,137
Current liabilities of discontinued operations			-				1,335
Total current liabilities			2,084,320				1,633,353
Long-term liabilities:
Long-term debt			6,518				8,664
Total current liabilities			6,518				8,664
Total liabilities			2,090,838				1,642,017
Stockholders' deficit:
Preferred Stock, $0.001 par value, 100,000,000 shares authorized,
20,000,000 shares issued and outstanding as of June 30, 2017 and
December 31, 2016, respectively			20,000				20,000
Common Stock, $0.001 par value, 1,400,000,000 shares authorized,
127,348,026 share issued and outstanding as of
June 30, 2017 and December 31, 2016,			127,348				127,348
Common Stock owed but not issued, 12,923 shares
as of June 30, 2017 and December 31, 2016			13				13
Additional paid-in capital			5,647,136				5,537,667
Accumulated deficit			(7,537,964	)			(6,971,790	)
Total stockholders' deficit			(1,743,467	)			(1,286,762	)
Total liabilities and stockholders' deficit		$	347,371			$	355,255

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

 

BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
		For the three months ended								For the Six Months Ended
		June 30,								June 30,
		2017				2016				2017				2016
Revenue, net		$	983,995			$	718,950			$	1,823,102			$	1,370,781
Cost of revenue			(720,990	)			(617,740	)			(1,402,257	)			(1,172,995	)
Gross profit			263,005				101,210				420,845				197,786
Expenses:
Advertising			1,580				460				4,546				7,223
Depreciation			11,807				15,822				23,978				26,381
General and administrative expenses			487,056				471,777				930,859				882,642
Total expenses			500,443				488,059				959,383				916,246
Operating loss			(237,438	)			(386,849	)			(538,538	)			(718,460	)
Other income (expenses):
Other income			72,890				-				72,890				-
Interest expense			(57,196	)			(143,993	)			(100,526	)			(212,761	)
Total other income (expenses)			15,694				(143,993	)			(27,636	)			(212,761	)
Net loss			(221,744	)			(530,842	)			(566,174	)			(931,221	)
Deemed dividend on Series A convertible preferred stock			-				(114,229	)			-				(114,229	)
Net loss from continuing operations attributable to common stockholders		$	(221,744	)		$	(645,071	)		$	(566,174	)		$	(1,045,450	)
Net loss per share, basic and diluted		$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.01	)
Weighted average number of
common shares outstanding, basic and diluted			127,348,026				125,348,026				127,348,026				125,348,026

 

 

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

 

BLUE LINE PROTECTION GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		For the Six Months Ended
		June 30,
		2017				2016
Operating activities
Net loss		$	(566,174	)		$	(931,221	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation			23,978				26,381
Stock-based compensation expense			38,069				38,438
Amortization of discounts on note payable			37,071				140,321
Changes in operating assets and liabilities:
(Increase) in accounts receivable			(19,720	)			(23,973	)
Decrease in deposits and prepaid expenses			19,954				11,933
Increase in accounts payable and accrued liabilities			80,740				211,183
Discontinued operations accounts payable and accrued liabilities			(1,335	)			-
Net cash (used) in operating activities			(387,417	)			(526,938	)
Cash flows from investing activities
Purchase of fixed assets			(1,590	)			(435,456	)
Net cash (used) in investing activities			(1,590	)			(435,456	)
Financing activities
Cash overdraft			(30,462	)			-
Payments on auto debt			(2,068	)			(2,054	)
Proceeds from notes payable - related party			15,000				135,000
Repayments from notes payable - related party			(15,000	)			(60,000	)
Proceeds from convertible notes payable, net of original discount costs			185,000				157,750
Proceeds from note payables, net of deferred financing cost			63,700				339,360
Repayment of notes payable			(122,425	)			(123,311	)
Proceeds from convertible notes payable - related party			310,000				20,000
Issuance of preferred stock			-				500,000
Net cash provided by financing activities			403,745				966,745
Net increase in cash			14,738				4,351
Cash - beginning			-				16,211
Cash - ending		$	14,738			$	20,562
Supplemental disclosures:
Interest paid		$	11,077			$	45,210
Income taxes paid		$	-			$	-
Non-cash transactions:
Debt discount due to beneficial conversion feature		$	71,400			$	2,240
Interest capitalized as construction in progress		$	-			$	16,735
Deemed dividend on Series A convertible preferred stock		$	-			$	114,229

 

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

 

Blue Line Protection Group, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – History and organization of the company

The Company was originally organized on September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc.  The Company was authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001 per share.

On March 14, 2014, the Company acquired Blue Line Protection Group, Inc., a Colorado corporation formed in February 2014 ("Blue Line Colorado"), as a wholly-owned subsidiary of the Company.  Blue Line Colorado provides protection, compliance and financial services to the lawful cannabis industry.

On May 2, 2014, the Company changed its name from The Engraving Masters, Inc. to Blue Line Protection Group, Inc. ("BLPG")

On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held.  Additionally, the authorized capital of the Company concurrently increased to 1,400,000,000 shares of common stock.  All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split.

The Company provides armed protection, logistics, and compliance services for businesses engaged in the legal cannabis industry.  The Company offers asset logistic services, such as armored transportation service; security services, including shipment protection, money escorts, security monitoring, asset vaulting, VIP and dignitary protection, financial services, such as handling transportation and storage of currency; training; and compliance services.

Note 2 – Accounting policies and procedures

Interim financial statements

The unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of management, these statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for fair presentation of the information contained therein.  It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 and notes thereto included in the Company's annual report on Form 10-K.  The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

 

Reclassification

 

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

 

 

Principles of consolidation

 

For the years ended December 31, 2016 and 2015, the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; "BLAS"), Blue Line Capital, Inc. (a Colorado corporation; "Blue Line Capital"), Blue Line Protection Group (California), Inc. (a California corporation; "Blue Line California"), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; "Blue Line Illinois"), BLPG, Inc. (a Nevada corporation; "Blue Line Nevada"), Blue Line Protection Group (Washington), Inc. (a Washington corporation; "Blue Line Washington").  All significant intercompany balances and transactions have been eliminated.   BLPG and its subsidiaries are collectively referred herein to as the "Company."

Basis of presentation

The financial statements present the balance sheets, statements of operations, stockholder's equity (deficit) and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

The Company has adopted December 31 as its fiscal year end.

   

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

  

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits.  For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of June 30, 2017 and December 31, 2016.

Accounts receivable

Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest.  The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary.  The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future.  On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days.  Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

Allowance for uncollectible accounts

The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no allowance for doubtful customer receivables at June 30, 2017 and December 31, 2016.

 

 

Property and equipment

Property and equipment is recorded at cost and capitalized from the initial date of service.  Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred.  When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.  Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.  The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate.  The estimated useful lives for significant property and equipment categories are as follows:

 

Automotive Vehicles	5 years
Furniture and Equipment	7 years
Buildings and Improvements	15 years

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.  In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets.  The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors.  Based on this assessment there was no impairment as June 30, 2017 and December 31, 2016.  

 

Impairment of long-lived assets

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, "Accounting for the Impairment or Disposal of Long-Lived Assets." ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and its fair value or disposable value. As of June 30, 2017 and December 31, 2016, the Company determined that none of its long-term assets were impaired.

  

Concentration of business and credit risk

The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company's financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits.

The Company had three major customers which generated approximately 49% (24%, 13% and 12%) of total revenue in the six months ended June 30, 2017.

The Company had five major customers which generated approximately 64% (23%, 15%, 9%, 9% and 8%) of total revenue in the six months ended June 30, 2016.

 

Related party transactions

FASB ASC 850, "Related Party Disclosures" requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer.

 

 

Fair value of financial instruments

The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:

Level 1:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2:

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3:

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Revenue recognition

The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of its fees is reasonably assured.

   

Other Income

The Company received a reimbursement of $72,890 from its insurance company for damages caused by a hail storm during the six months ended June 30, 2017.

Advertising costs

The Company expenses all costs of advertising as incurred.  There were $4,546, $1,580 $7,223 and $460 in advertising costs for the six and three months ended June 30, 2017 and 2016, respectively.

General and administrative expenses

The significant components of general and administrative expenses consist mainly of legal and professional fees and compensation.

Stock-based compensation

The Company records stock-based compensation in accordance with FASB ASC Topic 718, "Compensation – Stock Compensation." FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee's requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 505-50, "Equity-Based Payments to Non-Employees", which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustment as the underlying equity instruments vest.

 

Cost of Revenue

The Company's cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically purposed for the benefit of the Company's client.

Basic and Diluted Earnings per share

Net loss per share is provided in accordance with FASB ASC 260-10, "Earnings per Share".  Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Dividends

The Company has not yet adopted any policy regarding payment of dividends.  No dividends have been paid or declared since inception.

Income Taxes

The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes.  Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.  Deferred income tax expenses or benefits are based on the changes in the asset or liability each period.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.  Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.  Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

Recent Pronouncements

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

 

Note 3 – Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has a net loss of $566,174 for the six months ended June 30, 2017, accumulated deficit of $7,537,964 and had a working capital deficit of $1,850,230 as of June 30, 2017. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

 

  

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing.    There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty.

 

Note 4 – Commitments and contingencies

 

Contingencies

On December 28, 2015 Patrick Deparini, the Company's former CFO resigned. Mr. Deparini purports his resignation was made pursuant to a termination clause for other than cause if he is required to undertake other responsibilities other then set forth in his employment agreement. Mr., Deparini claims through the date of his resignation he is owed a total of $154,000 in unreimbursed compensation, $575 in accrued authorized expenses and the remaining balance of his base salary as defined in the employment agreement in the amount of $179,000. As of December 31, 2016 and 2015 the Company has accrued a total of $125,575 contingent liabilities On February 6, 2017, The Company received a Notification of Wage Claim from the State of Nevada Department of Business & Industry Office of the Labor Commissioner stating that Patrick Deparini had filed a claim for unpaid wages with the Office of the Labor Commissioner (the "Commissioner").  The notification states that Mr. Deparini maintains he was not paid for all hours worked between February 3, 3015 and December 28, 2015 for a total amount owed of $99,000.  The Company disputed Mr. Deparini's claim with the Commissioner and responded by explaining to the Commissioner that Mr. Deparini improperly categorized his dispute with the Company as a wage claim, which it is not.   If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will defend the litigation.

On November 6, 2015 Daniel Sullivan sent a wage claim demand. Mr. Sullivan purports to have had an Independent Contractor Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand claims unpaid compensation in the amount of $8,055 and unreimbursed expenses in the amount of $154,409. The Company denies the agreement was ever signed. As of June 30, 2017 and December 31, 2016 the Company accrued a total of $88,968 contingent liabilities. If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will defend the litigation.

   

Mile High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence stating the Mr. Sullivan and/or Mile High Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building remodeling in the amount of $98,150. Counsel for Mr. Sullivan stated that he was still compiling information. The Company is investigating whether Mr. Sullivan and/or Mile High Real Estate Group ever made the alleged loans. If the alleged loan was actually made, the Company will seek an out-of-court settlement. As of June 30, 2017 and December 31, 2016 the Company accrued a total of $98,150.

 

On April 14, 2016, the Company entered into an agreement with an unrelated third party to provide the Company with investor relations services.  Upon signing the agreement, the Company paid the investor relations consultant $75,000 and agreed to issue the consultant 1,500,000 shares of its restricted common stock.  The agreement requires the Company to pay the consultant an additional $75,000 prior to June 14, 2016. The Company cancelled the agreement and is of the opinion that the shares are not owed to the consultant. As of June 30, 2017 and December 31, 2016 there was no payable recorded.

  

 

 Leases

 

On February 15, 2014 the Company entered into a sublease agreement for approximately 2,000 square feet of office space on a month to month basis contingent on the lessor's master lease for the premises.  The lease amount adjusts yearly and the current lease is $1,614 per month.

 

On October 27, 2016 the Company sold its building located at 5765 Logan Street, Denver, Colorado to an unrelated third party for $1,400,000.  The Company repaid the mortgage on the building in the amount of $677,681.  After the sale, the Company leased the building from the purchaser of the property. The lease is for an initial term of ten years, with the Company having the option to extend the term of the lease for two additional five year periods. The lease requires rental payments of $10,000 per month and will increase 2% annually. The Company paid a $30,000 deposit at the inception of the lease.

 

Future minimum lease payments:
2017		$	60,100
2018			122,604
2019			125,056
2020			127,557
2021			130,108
2022 and thereafter			654,539
Total minimum lease payments		$	1,219,964

Note 5 – Fixed assets and construction in progress

Machinery and equipment consisted of the following at:

	June 30,				December 31,
	2017				2016
Automotive vehicles		$	194,882			$	194,882
Furniture and equipment			54,904				53,314
Fixed assets, total			249,786				248,196
Total : accumulated depreciation			(139,287	)			(115,309	)
Fixed assets, net		$	110,499			$	132,887

 

Depreciation expense for the three and six months ended June 30, 2017 and 2016 totaled $11,807, $23,978, $15,822 and $26,381, respectively. 

Note 6 – Notes payable

Notes payable to non-related parties

During February 2015, the Company borrowed $50,000 from a non-affiliated person.  The loan is due and payable on demand with interest at 10% per annum. As of June 30, 2017 and December 31, 2016, the principal balance owed on this loan was $50,000 and $50,000, respectively.

During April 2015, the Company borrowed $25,000 from a non-affiliated person.  The loan is due and payable on demand with interest at 6% per year and has a 5% per month penalty upon default. As of June 30, 2017 and December 31, 2016, the principal balance owed on this loan was $25,000 and $25,000, respectively.

On January 5, 2016, the Company borrowed $10,000 from a non-affiliated person.  The loan was due and payable on January 5, 2017 and bore interest at 5% per annum. The principal balance owed on this loan at June 30, 2017 and December 31, 2016 was $10,000 and $10,000, respectively. The note is currently past due.

 

On September 21, 2016, the Company borrowed $100,000 from a non-affiliated person.  The loan was due and payable on December 21, 2016 and bore interest at 60% per year.  The lender extended the loan and waived the default fee of 120%.  The loan was repaid on February 15, 2017.   The Company paid $5,000 in fees in connection with this loan in 2016.  As of June 30, 2017 and December 31, 2016, the principal balance owed on this loan was $0 and $100,000, respectively.

 

On April 13, 2017 the Company signed a Merchant Agreement with a lender. Under the agreement the Company received $63,700 in exchange for rights to all customer receipts until the lender is paid $89,700, which is collected at the rate of $11,213 per month with 15% interest per year. The Company recorded a debt discount of $26,000 and recorded $8,145 amortization expense for the six months ended June 30, 2017. As of June 30, 2017 the unamortized discount was $17,855 and outstanding loan amount was $67,275. The Company repaid a total of $22,425 during the six months ended June 30, 2017, The payments were secured by second position rights to all customer receipts until the loan has been paid in full.

 

Convertible notes payable to non-related party

   

On January 4, 2017 the Company borrowed $125,000 from an unrelated third party.  The loan has a maturity date of October 28, 2017 and bears interest at the rate of 8% per year.  The Company paid $2,000 of fees associated with the loan, which was fully amortized during the three months ended March 31, 2017. If the loan is not paid when due, any unpaid amount will bear interest at 22% per year.  The Lender is entitled, at its option, at any time after July 3, 2017, (180 days from date of the note) to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company's common stock at a price per share equal to 58% of the average of the five lowest trading prices for the 25 trading days immediately preceding the conversion date. The note is not convertible as of June 30, 2017, therefore no derivatives were recorded.

On April 13, 2017 the Company borrowed $65,500 from an unrelated third party.  The loan has a maturity date of January 25, 2018 and bears interest at the rate of 8% per year.  The Company paid $3,500 of fees associate with the loan, which was fully amortized during the six months ended June 30, 2017. If the loan is not paid when due, any unpaid amount will bear interest at 21% per year.  The Lender is entitled, at its option, at any time after January 25, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company's common stock at a price per share equal to 58% of the average of the five lowest trading prices for the 25 trading days immediately preceding the conversion date. The note is not convertible as of June 30, 2017, therefore no derivatives were recorded.

Note 7 – Notes payable – related parties

On July 31, 2014, the Company borrowed $98,150 from an entity controlled by an officer and shareholder of the Company.  The loan is due and payable on demand and bears no interest.  As of June 30, 2017 and December 31, 2016, the principal balance owed on this loan is $98,150 and $98,150, respectively.

As of December 31, 2014, a related party loaned the Company $10,000, in the form of cash and expenses paid on behalf of the Company.  The loan is due and payable on demand and bears no interest.  During the year ended December 31, 2015 the Company borrowed an additional $20,000. During the three months ended March 31, 2017 the Company borrowed and additional $15,000 and repaid $15,000. As of June 30, 2017 and December 31, 2016, the principal balance owed on this loan was $30,000 and $30,000, respectively.

 

As of December 31, 2014, a related party loaned the Company $180,121, in the form of cash and expenses paid on behalf of the Company.  The loan is due and payable on demand and bears no interest.  The Company repaid $125,500 towards this note during 2015 and as of June 30, 2017 and December 31, 2016; the principal balance owed on this loan was $54,621 and $54,621, respectively.

During 2015, the Company borrowed $43,575 from its former CFO and repaid $43,000 of the loan. The note is non-interest bearing, and due on demand. As of June 30, 2017 and December 31, 2016 the principal amount owed on this loan was $575.

 

 

During October 2015, the Company borrowed $30,000 from an entity controlled by an officer of the Company. The loan is due and payable on demand and is non-interest bearing. During the year ended December 31, 2016, the Company repaid $135,000 and borrowed an additional $135,000 from the same related party.  As of June 30, 2017 and December 31, 2016, the principal balance owed on this loan was $30,000 and $30,000, respectively.

On July 7, 2016, the Company borrowed $73,000 from a related party.  The loan was due and payable on July 7, 2017 and bore interest at 5% per annum. The principal balance owed on this loan at June 30, 2017 and December 31, 2016 was $73,000 and $73,000, respectively.

On August 8, 2016, the Company entered into, an promissory note  with Hypur Inc., a Nevada Corporation which is a related party pursuant to which the Company to borrow $52,000. The loan was due and payable on August 10, 2017 and bore interest at 18% per annum. The principal balance owed on this loan at June 30, 2017 and December 31, 2016 was $52,000 and $52,000, respectively.

On September 20, 2016, the Company borrowed $47,500 from Hypur Inc., which is a related party. The loan is due and payable on December 20, 2016 and bears interest at 18% per annum. The principal balance owed on this loan at June 30, 2017 and December 31, 2016 was $47,500 and $47,500, respectively. The loan is currently past due and in default.

Convertible notes payable to related party

In November 2015, the Company entered into an arrangement with a related party, whereby the Company borrowed $25,000 in Convertible Notes. The Convertible Note bears interest at a rate of 5% per annum and payable quarterly in arrears and matures twelve months from the date of issuance, and is convertible into shares of the Company's common stock at a per share conversion price equal to $0.025 the note was due on November 4, 2016. In December 2015 the lender loaned the Company an additional $20,000 with same terms except that it is payable upon demand. As of June 30 2017 and December 31, 2016, the Company owed a total of $45,000 and $45,000, respectively

In July 2015, the Company entered into an arrangement with a related party, whereby the Company could borrow up to $500,000 in Convertible Notes. The Convertible Note bears interest at a rate of 5% per annum and payable quarterly in arrears and matures twelve months from the date of issuance, and is convertible into shares of the Company's common stock at a per share conversion price equal to $0.025. Upon the occurrence and during the continuation of an event of default, the holder may require the Company to redeem all or any portion of this Note in cash at a price equal to 150% of the principal amount. During the three months ended March 31, 2017, the Company borrowed an additional $110,000. As of June 30, 2017 and December 31, 2016, the Company owed a total of $500,000 and $390,000, respectively. As of June 30, 2017 and December 31, 2016 there is a total of $390,000 and $390,000 of the notes are past due, respectively. Since the debt holder has not elect the right to require the Company to redeem the note at a price equal to 150% of the principal amount, the terms stated prior to maturity are still in effect.

On September 1, 2016, the Company entered into, an convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the "Hypur Ventures")   which is a related party pursuant to which the Company to borrow $75,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at June 30, 2017 and December 31, 2016 was $75,000 and $75,000, respectively.

  

 On October 14, 2016, the Company entered into, an convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the "Hypur Ventures") which is a related party pursuant to which the Company to borrow $100,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at June 30, 2017 and December 31, 2016 was $100,000 and $100,000, respectively.

 

 

On March 7, 2017, the Company borrowed $100,000 from Hypur Ventures, L.P., a related party.  The loan is due 180 days from March 7, 2017 and bears interest at 10% per annum. The loan is convertible into shares of the Company's common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company's common stock if the price of the Company's common stock is over $.50 per share during any ten-day period. The principal balance owed on this loan at June 30, 2017 was $100,000.

 

On May 26, 2017, the Company borrowed $100,000 from CGDK, a related party.  The loan is due 360 days from May 26, 2017 and bears interest at 5% per annum. The loan is convertible into shares of the Company's common stock at a price of $.025 per share. The loan will automatically convert into shares of the Company's common stock if the price of the Company's common stock is over $.25 per share during any ten-day period. The principal balance owed on this loan at June 30, 2017 was $100,000.

 

The Company evaluated the convertible note for possible embedded derivatives and concluded that none exist. However, the Company concluded a portion of the note should be allocated to additional paid-in capital as a beneficial conversion feature at the issuance date, since the conversion price on that date was lower than the fair market value of the underlying stock. Resultantly, a discount of $249,440, of which $71,400 was recorded during the six months ended June 30, 2017, was attributed to the beneficial conversion feature of the note, which amount is being amortized through the maturity date of the note. As of June 30, 2017 and 2016, a total of $23,426 and $46,700, respectively has been amortized and recorded as interest expense, leaving a balance of $47,974 and $96,666 in discounts related to the beneficial conversion feature of this note. The carrying amount of the convertible note, net of the unamortized debt discount, was $872,026 and $610,000 as of June 30, 2017 and December 31, 2016, respectively.

 

Note 8 – Long term notes payable

 

On November 21, 2014, the Company purchased a vehicle for $20,827, net of discounts.  The Company financed the $20,827 at an interest rate of 2.42% for five years, with a maturity date of December 5, 2019.  As of June 30, 2017 and December 31, 2016, the total principal balance of the note is $10,733 and $12,801, respectively, of which $6,518 and $8,664 is considered a long-term liability and $4,215 and $4,137 is considered a current liability.

 

Note 9 – Stockholders' equity

The Company was originally authorized to issue 100,000,000 shares of common stock and 100,000,000 shares of preferred stock.  On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held.  Additionally, the number of authorized shares increased to 1,400,000,000 shares of common stock.  All references to share and per share amounts in the consolidated financial statements and these notes thereto have been retroactively restated to reflect the forward stock split.

Common stock

  

During the year ended December 31, 2016, the Company entered two consulting agreements for business advisory services. During the year ended December 31, 2016 the Company issued a total of 2,000,000 shares of common stock to the consultant for business advisory services valued at $88,000.  The certificate for these shares was issued subsequent to December 31, 2016.

 

Preferred stock

On May 3, 2016, the Company entered into, an agreement with Hypur Ventures, L.P., a Delaware limited partnership (the "Hypur Ventures")   which is a related party pursuant to which the Company sold to Hypur Ventures, in a private placement, 10,000,000 shares of the Company's preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for gross proceeds of $500,000.  The shares of preferred stock are convertible into shares of the Company's common stock.  The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $114,229. The beneficial conversion feature was fully amortized and recorded as a deemed dividend.

 

Between July and August of 2016 Hypur Ventures purchased an additional 10,000,000 shares of the Company's preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for net proceeds of $445,000, net of legal fees of $55,000.  The shares of preferred stock are convertible into shares of the Company's common stock.  The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it does not contain a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $0.The preferred stock is convertible at any time at the election of Hypur Ventures.  The preferred stock shall automatically convert to common stock if the closing price of the Company's common stock equals or exceeds $.50 per share over any consecutive twenty day trading period.  The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock.  The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, demand and piggy-back registration rights.

 

The preferred stock is convertible at any time at the election of Hypur Ventures.  The preferred stock shall automatically convert to common stock if the closing price of the Company's common stock equals or exceeds $.50 per share over any consecutive twenty day trading period.  The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock.  The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, demand and piggy-back registration rights.  

The Company has reserved thirty million shares of common stock that may be issued upon the conversion and/or exercise of the preferred stock and the warrants.  The preferred stock sold to Hypur Ventures will be subject to the terms and conditions of the Certificate of Designation, as well as further documentation to be drafted in accordance with the terms and conditions agreed upon between the Company and Hypur Ventures. 

Note 10 – Options and warrants

Options

All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each option award is estimated using a Black-Scholes-Merton option valuation model.  The Company has not paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model.  Volatility is an estimate based on the calculated historical volatility of similar entities in industry, in size and in financial leverage, whose share prices are publicly available. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option award.  The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award.

During the six months ended June 30, 2017 a total of 20,000 stock options were forfeited by various employees of the Company.

  

 

The following is a summary of the Company's stock option activity for the three months June 30, 2017:

 

		NumberOf Shares				Weighted-Average Exercise Price
Outstanding at December 31, 2016			24,753,405			$	0.11
Granted			-				-
Exercised			-				-
Expired			(133,333	)		$	0.16
Forfeited			(20,000	)		$	0.12
Outstanding at June 30, 2017			24,600,072			$	0.11
Options exercisable at December 31, 2016			20,000,484			$	0.11
Options exercisable at June 30, 2017			23,168,542			$	0.11

The following tables summarize information about stock options outstanding and exercisable at June 30, 2017:

 

OPTIONS OUTSTANDING AND EXERCISABLE AT June 30, 2017
Range of Exercise Prices				Number of Options Outstanding				Weighted-Average Remaining Contractual Life in Years				Weighted- Average Exercise Price				Number Exercisable				Weighted- Average Exercise Price
		0.035 – 1.00				24,600,072				2.8			$	0.11				23,168,542			$	0.11

 

Total stock-based compensation expense in connection with options and modified awards recognized in the consolidated statement of operations for six months ended June 30, 2017 and 2016 was $38,069 and $38,438, respectively. The intrinsic value of stock options issued to related parties was $0 at June 30, 2017.

 

Warrants

 

The following is a summary of the Company's warrant activity for the period ended June 30, 2017:

		Number Of Shares				Weighted-Average Exercise Price
Outstanding at December 31, 2016			10,000,000			$	0.10
Granted			-			$	-
Exercised			-			$	-
Cancelled			-			$	-
Outstanding at June 30, 2017			10,000,000			$	0.10
Options exercisable at June 30, 2017			10,000,000			$	0.10

 

The following tables summarize information about warrants outstanding and exercisable at June 30, 2017 and December 31, 2016:

 

WARRANTS OUTSTANDING AND EXERCISABLE AT JUNE 30, 2017
Range of Exercise Prices				Number of Options Outstanding				Weighted-Average Remaining Contractual Life in Years				Weighted- Average Exercise Price				Number Exercisable				Weighted- Average Exercise Price
	$	0.10				10,000,000				3.99			$	0.10				10,000,000			$	0.10

 

Note 11 – Subsequent Events

 

In July The Company issued promissory note to Hypur Inc. in the amount of  $150,000 the note bears and Interest rate: 18% (default interest 24%) and has a maturity date of  July 17, 2017.

 

In  July The Company issued convertible promissory note to UTES 1970 LLC  in the amount of  $23,900 the note bears Interest  at a rate: 18% (default interest 24%) and has a maturity date of July 30, 2017. The conversion feature: If an Event of Default remains uncured after 30 days the Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. Conversion Price: the lower of $0.015 and 60% of the closing price of the Company's common stock the day prior to the Conversion.

 

The Company and Power Up Lending Group Ltd entered into a Securities Purchase Agreement for a convertible note of $125,000. Payment to the Company $122,000, net of $2,500 legal fees and $500 due diligence fee. The note bears an Interest rate: 8% (default interest 22%) and matures on April 30, 2018.  The conversion Feature: Upon 180 days after the issuance, the Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. Conversion Price.  The price: 58% of the average of the lowest 3 trading prices during the 10 Trading Day period prior to the Conversion. Covenants: The Borrower shall not, without the Holder's consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business.

 

 

PART I

 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

You should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Report.

We were originally incorporated in Nevada on September 11, 2006, under the name The Engraving Masters, Inc. (the "Company").  

On May 2, 2014, we changed our name to Blue Line Protection Group, Inc.

On May 6, 2014, our directors approved a 14-for-1 forward stock split.  In connection with the stock split, our authorized capital increased to 1,400,000,000 shares of common stock.  All references to share and per share amounts in the consolidated financial statements and accompanying notes have been retroactively restated to reflect the forward stock split.

We provide armed protection and transportation, banking, compliance and training services for businesses engaged in the legal cannabis industry.   During the six months ended June 30, 2017 approximately 88% of our revenue was derived from armed protection and transportation services.  The remaining 12% of our revenue was derived from other services. 

It is estimated that the total market for marijuana, legal or otherwise, will exceed the economic value of corn and wheat combined.  Marijuana is widely considered the largest cash crop in the United States.  Businesses have been positioning themselves for years, each trying to establish a leadership position in the legal marijuana industry.  

Cultivation facilities are the producers of legal cannabis that eventually make its way to consumers.  Growers' operations typically span a large geographic footprint, making them susceptible to theft, as are shipments from the growers to testing laboratories or to retail dispensaries.  Additionally, due to current federal marijuana legislation and banking environment, growers are finding it increasingly difficult to secure their cash, purchase equipment and obtain financing for expansion.

Dispensaries are the retail face of the legal cannabis industry.  All legal sales of cannabis products are transacted through dispensaries that are state-licensed.  To maintain their licenses, dispensaries must comply with a variety of state-mandated reporting requirements, including reporting every gram of cannabis passing in and out of the store.  Dispensaries also face financing and banking challenges similar to those that growers encounter.

In March 2015, our wholly-owned Nevada subsidiary, BLPG, Inc., was granted licenses to provide our services in Nevada.

We do not grow, test or sell marijuana.

Armed Protection and Transportation

Fundamental to the legal cannabis industry is the protection of product and cash throughout the distribution channel.  Growers ship product from their cultivation facilities to independent laboratories where it is tested for compliance with state-mandated parameters.  From the labs, the product is then delivered to the retail dispensaries, where it is sold to the public.

Due to the current banking and regulatory environments, payments between each step in the distribution network are made in cash: from the customer back to the grower.  Therefore, these businesses are forced into having to transport bags of money between growers and dispensaries and their own vaults or storage facilities.

The risk of theft of cash and product is present at every stage, even when they are not in transit.  Accordingly, all cannabis businesses require security measures to prevent theft, mitigate risk to employees and maintain regulatory compliance.

 

We began our security and protection operations in Colorado in February 2014.  Since then, we have become the largest legal cannabis protection services company in the state.  We offer a fully integrated approach to managing the movement of cannabis and cash from growers through dispensaries via armed and armored transport, money processing, vaulting and related credit.  Money processing services generally include counting, sorting and wrapping currency.

We currently supply guards, protection and armed and armored transportation to approximately 60% of all the licensees in Colorado. We are focused on encompassing all compliance needs on behalf of our clients, as mandated by the State and Federal authorities for the protection, transport and sale of cannabis.

We also offer security monitoring, asset vaulting, and VIP and dignitary protection.

Results of Operations

Material changes in line items in our Statement of Operations for the three months ended June 30, 2017 as compared to the same period last year, are discussed below:

 

Item		Increase (I) or Decrease (D)		Reason
Revenue		I		Increase in cash processing and transportation services.
Gross profit, as a % of revenue		I		Higher revenue resulted in better economies of scale.
General and Administrative expenses		I		Increased insurance costs and increases in employee compensation.

 

Material changes in line items in our Statement of Operations for the six months ended June 30, 2017 as compared to the same period last year, are discussed below:

 

Item		Increase (I) or  Decrease (D)		Reason
Revenue		I		Increase in cash processing and transportation services.
Gross profit, as a % of revenue		I		Higher revenue resulted in better economies of scale.
General and Administrative expenses		I		Increased insurance costs and increases in employee compensation.

Capital Resources and Liquidity

Our material sources and <uses> of cash during the six months ended June 30, 2017 and 2016 were:

		2017				2016
Cash used by operations		$	(387,417	)		$	(526,938	)
Purchase of equipment			(1,590	)			(435,456	)
Cash overdraft			(30,462	)			--
Loan Proceeds			78,700				474,360
Loan Payments			(139,493	)			(185,365	)
Sale of convertible notes			495,000				177,750
Sale of preferred stock			--				500,000

As of June 30, 2017 we did not have any material capital commitments other than loan payments.

 

Other than as disclosed above, we do not anticipate any material capital requirements for the twelve months ending June 30, 2018.

Other than as disclosed above, we do not know of any:

●

trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way; or

●

any significant changes in our expected sources and uses of cash.

We do not have any commitments or arrangements from any person to provide us with any equity capital.

During the next twelve months, we anticipate that we will incur approximately $1,900,000 of general and administrative expenses in order to execute our current business plan. We also plan to incur significant sales, marketing, research and development expenses during the next 12 months. We must obtain additional financing to continue our operations. We may not be able to obtain additional funding on terms that are favorable to us or at all. We may not be able to obtain sufficient funding to continue our operations, or if we do receive funding, to generate adequate revenues in the future or to operate profitably in the future. These conditions raise substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements.

Critical Accounting Policies

Management considers the following policies critical because they are both important to the portrayal of our financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.

Accounts receivable.  Accounts receivable are stated at the amount we expect to collect from outstanding balances and do not bear interest.  We provide for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary.  The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future.  On a periodic basis, management evaluates our accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days.  Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

Revenue recognition. As all of our Revenue is generated from services offerings. Revenue recognition is the same for each of our revenue streams.  We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of its fees is reasonably assured.

Stock-based compensation.  We record stock based compensation in accordance with the guidance in ASC Topic 505 and 718, which requires us to recognize expenses related to the fair value of our employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method.  We recognize the cost of all share-based awards on a graded vesting basis over the vesting period of the award. 

 

We account for equity instruments issued in exchange for the receipt of goods or services from non-employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50.  Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measureable.  The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

 

ITEM 4.  CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Financial Officer and Principal Executive Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of June 30, 2017 our disclosure controls and procedures were not effective due to the material weaknesses identified at the audit.

Change in Internal Control over Financial Reporting

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 6.   EXHIBITS

Exhibit Number			Description of Exhibit
31.1			Rule 13a-14(a) Certifications
31.2			Rule 13a-14(a) Certifications
32			Section 1350 Certifications

 

 

 

 

 

 

 

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

August 21, 2017	BLUE LINE PROTECTION GROUP, INC.
	By:	/s/ Daniel Allen
		Daniel Allen
		Principal Executive, Financial and Accounting  Officer