TMCnet News

BBOOTH, INC. FILES (8-K) Disclosing Financial Statements and Exhibits
[October 22, 2014]

BBOOTH, INC. FILES (8-K) Disclosing Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) Item 9.01 Financial Statements and Exhibits i -------------------------------------------------------------------------------- CAUTIONARY NOTE REGARDING FORWARD­LOOKING STATEMENTS This current report contains forward­looking statements. These statements are based on our current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us as at the date of this current report. All statements, other than statements of historical fact, included herein regarding our strategy, future operations, financial position, future revenues, projected costs, plans, prospects and objectives are forward­looking statements. Words such as "expect," "may," "anticipate," "intend," "would," "plan," "believe," "estimate," "should," and similar words are intended to identify forward­looking statements, but are not the exclusive means of identifying forward­looking statements. Forward­looking statements in this current report include express or implied statements concerning our future revenues, expenditures, capital and funding requirements; the adequacy of our current cash and working capital to fund present and planned operations and financing needs; our proposed expansion of, and demand for, product offerings; the growth of our business and operations through acquisitions or otherwise; and future economic and other conditions both generally and in our specific geographic and product markets. These statements are based on currently available operating, financial and competitive information and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated or implied in the forward­looking statements due to a number of factors including, but not limited to, those set forth below in the section entitled "Risk Factors" in this current report, which you should carefully read. Given those risks, uncertainties and other factors, many of which are beyond our control, you should not place undue reliance on these forward­looking statements. You should be prepared to accept any and all of the risks associated with purchasing any securities of our company, including the possible loss of all of your investment.



The forward­looking statements contained in this current report relate only to events as of the date on which the statements are made. Except as required by applicable law, we undertake no obligation to publicly update any forward­looking statements, whether as a result of new information, future events or otherwise, even if experience or future changes make it clear that any projected results or events expressed or implied therein will not be realized.

You are advised, however, to consult any further disclosures we make in future public filings, statements and press releases.


ii -------------------------------------------------------------------------------- ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS ACQUISITION OF bBOOTH Closing of the Exchange Agreement Further to our current report on Form 8-K dated August 15, 2014, which disclosed the entry into the Exchange Agreement among our company and bBooth, we closed the Exchange Agreement and completed the acquisition of all of the issued and outstanding shares of bBooth on October 16, 2014. bBooth is a private Nevada corporation focused on the manufacture and operation of internet-connected, kiosk-sized, professional-quality portable audio-video recording studios, branded and marketed under the name of "bBooth", that allows users to upload videos to social media websites, including bBooth TV Youtube channels, and audition for television reality shows and movies. Its booths are being deployed in shopping malls and other high traffic areas in various regions of the United States.

Pursuant to the terms of the Exchange Agreement, on the closing thereof, the bBooth shareholders sold all 50,429,072 issued and outstanding shares of common stock in the capital of bBooth to our company in consideration for the issuance of 50,429,072 of our common shares on a one for one basis.

Following the closing of the Exchange Agreement, our company had 60,000,000 common shares issued and outstanding. New directors and officers of our company received an aggregate of 29,954,854 common shares (or 49.92% on a non-diluted basis) in connection with the closing of the Exchange Agreement.

A copy of the Exchange Agreement was filed as Exhibit 10.1 to our current report on Form 8-K that was filed with the Securities and Exchange Commission on August 15, 2014 and is incorporated herein by reference.

Change of Officers and Directors Effective as of the closing of the Exchange Agreement, our board of directors appointed Rory J. Cutaia and Aaron Meyerson as directors of our company. Paul McDonald and David Rose resigned as directors and officers of our company. Rory J. Cutaia was appointed as the Chairman, President, Chief Executive Officer, Secretary and Treasurer, Aaron Meyerson was appointed as the President of bBooth's bTV business unit, Leigh Collier was appointed as Executive Vice-President - Development, Kim Watson was appointed as Executive Vice-President - Strategic Relations and Ron Gillyard was appointed as President of bBooth's bMgmt and bRecords business units.

Share Cancellation The closing of the Exchange Agreement was conditional upon, among other things, our company having no more than 60,000,000 common shares issued and outstanding at the closing of the Exchange Agreement, including any common shares issued to the shareholders of bBooth. As a result, our company entered into return to treasury agreements with each of David Rose and Paul McDonald, who were directors and officers of our company prior to the closing of the Exchange Agreement, and, on the date of closing of the Exchange Agreement, they returned an aggregate of 2,079,072 common shares in the capital of our company to treasury for cancellation without consideration.

Name Change and Forward Split Effective October 6, 2014, we completed a merger with our wholly-owned subsidiary, bBooth, Inc., in order to change our name from "Global System Designs, Inc." to "bBooth, Inc.". Immediately after closing, we changed the name of the private Nevada corporation from "bBooth, Inc." to "bBooth (USA), Inc.", We also effected a two for one forward stock split of our authorized and issued and outstanding common shares. As a result, our authorized capital of common stock increased from 100,000,000 shares of common stock with a par value of $0.0001 per share to 200,000,000 shares of common stock with a par value of $0.0001 per share and our outstanding shares of common stock increased from 5,825,000 shares to 11,650,000 common shares outstanding. The 15,000,000 shares of preferred stock with a par value of $0.0001 per share authorized under our capital structure were unchanged in connection with the forward stock split of our common shares.

-------------------------------------------------------------------------------- The name change and forward split became effective for trading purposes at the opening of trading on October 16, 2014 under the stock symbol "GLSID". Our stock symbol is expected to be changed to "BBTH" effective on or about November 12, 2014. Our new CUSIP number is 07331L 108.

bBooth Loan Conversion Immediately prior to the closing of the Exchange Agreement, bBooth converted an aggregate of $1,669,316 in principal and accrued interest into an aggregate of 4,769,473 shares of bBooth's common stock, at a conversion price of $0.35 per share. All of such bBooth shares were then converted into shares of our common stock on a one for one basis in connection with the closing of the Exchange Agreement.

bBooth Private Placement Between September 30, 2014 and October 2, 2014, bBooth completed a private placement pursuant to which it issued an aggregate of 9,000,000 shares of common stock at a price of $0.50 per share for gross proceeds of $4,500,000. bBooth also issued an aggregate of 659,600 shares of common stock and paid an aggregate cash fee of $412,250 to certain finders in connection with the private placement. Such finders were also reimbursed an aggregate of $23,072 for expenses incurred in connection with the private placement. All of the shares of bBooth's common stock issued in connection with the private placement, including the shares issued to the finders, were converted into shares of our common stock on a one for one basis in connection with the closing of the Exchange Agreement.

General Matters Except for the Exchange Agreement and the transactions contemplated therein, none of our company, associates of our company, directors or officers of our company serving prior to the closing of the Exchange Agreement, or associates of such directors and officers, had any material relationship with bBooth or any of the shareholders of bBooth prior to the transactions described above.

The securities of our company that were issued to the shareholders of bBooth upon the closing of the Exchange Agreement have not been and will not be registered under the Securities Act of 1933, as amended, or under the securities laws of any state in the United States, and were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended. The securities may not be offered or sold in the United States absent registration under the Securities Act of 1933, as amended, or an applicable exemption from such registration requirements.

We have determined to treat the acquisition of bBooth as a reverse merger and recapitalization, with bBooth as the acquirer for accounting purposes.

Consequently, for future financial periods, the assets and liabilities and the historical operations that will be reflected in our financial statements for periods ended prior to the closing of the Exchange Agreement will be those of bBooth. This current report includes audited annual financial statements of bBooth for the two years ended December 31, 2013 and unaudited interim financial statements of bBooth for the six months ended June 30, 2014 and 2013.

2 -------------------------------------------------------------------------------- DESCRIPTION OF BUSINESS Corporate Overview We were incorporated in the State of Nevada on November 27, 2012 and, as a result of the closing of the Exchange Agreement, our principal offices are now located at 1157 North Highland Ave, Suite C, Los Angeles, CA 90038. As of the date of this current report, bBooth is our wholly-owned subsidiary.

Prior to the closing of the Exchange Agreement, on October 6, 2014, our company effected a name change by merging with our wholly-owned Nevada subsidiary named "bBooth, Inc.", with the surviving corporation having the new name of "bBooth Inc.". In addition, on October 6, 2014, our company effected a 2 for 1 forward split of our common stock. The Nevada subsidiary referred to in this paragraph was created solely for the purpose of effecting the name change and stock split.

bBooth was formed as a limited liability company under the laws of the State of Nevada under the name "Cutaia Media Group, LLC" on December 12, 2012. On May 19, 2014, Cutaia Media Group, LLC effected a merger under the laws of the State of Nevada with its affiliate, bBooth, Inc., a Nevada corporation, with bBooth, Inc. as the surviving corporation, in order to convert from a limited liability company into a corporation. On October 17, 2014, we changed the name of the private Nevada corporation to "bBooth (USA), Inc.".

Description of Business Overview As a result of the closing of the Exchange Agreement, the business of bBooth became our business. Self-described as The Talent Discovery Company, bBooth is building a nationwide talent discovery platform that consists of kiosk-sized, family-friendly, professional quality, audio-video recording studios placed in high traffic common areas of shopping malls throughout the United States.

bBooth is where anyone can audition for television shows or movies, or just create fun videos to share with friends and family on bBooth's YouTube Channels and Facebook, Twitter, Instagram and other popular social media platforms.

Customers interact with bBooth through the multiple iPads built into the exterior of the booth where they select the type of performance, choose their song, their green-screen background, and enter their demographic and payment details.

Embraced by mall operators as part of the new movement toward location-based, experiential entertainment, bBooth is a destination for mall patrons where they enjoy hours of bBooth customers' performances heard and displayed on the large portrait-oriented 80" video monitors integrated into the exterior of bBooths.

These giant displays also serve as electronic billboards providing targeted messaging opportunities for bBooth national sponsors.

Complementing what is expected to be a nationwide bBooth retail operation, bBooth is launching a fully integrated mobile app platform designed for Apple's IOS mobile devices, Android mobile devices and Windows and Mac desktop computers to create an active community of bBooth users and their followers. Members will be able to interact with each other, share their performances, and sell their original content through their user "store" regardless of which platform they are using.

Connecting Talent With Content Creators bBooth accommodates all types of talent - singers, actors, comedians, personalities, models, hosts, newscasters, bands, songwriters, and anyone who wants to express themselves and/or be discovered. More than a social media platform, the bBooth mobile app will also serve as a marketplace connecting talent with content creators such as brands, agencies (talent, advertising and modeling), production companies, casting directors, TV and radio networks, film studios, local TV and radio stations, bands and orchestras, local theater companies and even wedding and event planners.

3 -------------------------------------------------------------------------------- The Experience Our flagship model bBooths are 10'x12' oval shaped structures, covered with video monitors mounted on a perforated stainless steel skin, through which thousands of controlled LED lights shine, creating an alluring colorful glowing effect. bBooths are placed prominently in the common areas of shopping malls, such as center aisles and food courts. Two giant 80" portrait-oriented display screens and speakers incorporated into the exterior of the booths are used for bBooth and sponsor messaging and to showcase performers who opt for "public mode" during their performances. Public mode allows users to garner attention and their 15 minutes of fame in the mall in real-time, as shoppers crowd around bBooths to watch the live performances and cheer on the performers. The outside of bBooth is also embedded with four iPads where users sign-in, select their bBooth experience, receive instructions, choose songs, select their TV studio quality green-screen backgrounds, and swipe their credit cards for charges that range from $5 to $20, or more, or even free (sponsor paid events). The interior of bBooth contains a large green screen, audio monitors, microphone, speakers, headphones and input jacks to plug-in instruments or portable music players and a large touchscreen monitor where users select the start and end of their recording, view song lyrics, and adjust audio controls. It's also where they can see themselves performing. bBooths can accommodate up to 5 people comfortably at a time. bBooths are staffed with attendants bBooth calls "Casting Directors", each of whom are performers, who not only assist and enhance the customers' experience at bBooth, but who also perform in the booths in "public mode" as a means of attracting the attention of mall patrons.

bMobile: The Mobile App While the physical booths are eye-catching, brand-building, bricks and mortar retail flagships, bBooth is building bMobile, an online mobile platform that will not only extend and enhance the bBooth user experience, but will also add user and associated revenue scale to the business. The bMobile app will allow users to browse, watch, interact with, comment on, and share their own videos as well as the videos of others, whether created on their mobile device or in a mall-based bBooth. It will allow users to purchase music and music videos and interact with that music in new ways. It will allow singer-songwriters and other original talent to sell their songs and other video content through their own online store.

The bMobile app will serve as a marketplace bringing together talent and those looking to hire talent. It will allow users to create a public profile, accessible from the app, as well as at any bBooth, and provides a store-front and cloud based storage locker for their videos, photos and other material they can use to market themselves and be discovered. The bMobile app will be where anyone and everyone can view, follow, and interact with up-and-coming talent and where content creators will go to find and discover talent. The bBooth retail platform coupled with its fully integrated bMobile app will provide access to and for talent everywhere, disrupting the traditional television and music industry models by offering the kind of opportunities and access that was previously reserved to insiders.

The bMobile app provides numerous monetization opportunities through seamless in-app purchases of music and videos, and the upsell of premium services such as audio and video enhancement features. bMobile will also be offered as a subscription based service with various pricing plans, as well as revenue share pricing on music and other content sold by users through the app. For further details, see bMobile below.

4 -------------------------------------------------------------------------------- Content Production and the bBooth Eco System bBooth is developing and producing content in-house through its wholly-owned business verticals: · bTV - television production · bRecords - record label and music publishing · bMgmt - artist management · bOnline - online content · bMobile - bBooth experience extended across mobile devices · bCast - talent casting Analogous to an eco-system, the talent discovered through the bBooth platform is cast in, and is the basis for, content that drives revenue generating programming opportunities in television, music, and online, and it is this same content that drives customers and associated revenue to bBooth retail locations and its mobile app who seek to participate in these casting opportunities.

bTV bTV is bBooth's TV production division. bTV develops TV show formats for production and distribution on broadcast and cable networks. Most shows will either feature bBooth as part of the show format or otherwise use bBooth to cast the show.

The Audition TV Show bTV's first TV show - The Audition - has been acquired by MTV (Viacom Media Networks) for broadcast in the US. The Audition will be an interactive reality-show/singing competition that uses the bBooth network of kiosks to cast the show and the bBooth's are featured as a key element of the show format. At such time as MTV determines an air date for the show, bBooth anticipates that the casting call to action from MTV, as well as the exposure from a national TV show, will drive revenue and enhance awareness of the bBooth brand. bBooth has partnered with Hollywood studio Legendary Pictures (producer of The Dark Knight, The Hangover, Godzilla, 300, among many others) and Asylum Entertainment to produce The Audition and to exploit it in overseas markets.

bRecords bRecords is bBooth's record label and music publishing division, focused on signing top talent discovered through the bBooth online, mobile app and retail bBooth platform, as well as through bBooth's TV show "The Audition", and through referrals from music industry executives and producers to bRecords management who are proactively scouting and discovering new and rising stars. bRecords will be responsible for coordinating the production, manufacturing, marketing and distribution of the talent's music recordings and music videos.

bMgmt bMgmt is a full-service talent management business focused on discovering and developing new and existing artists. bMgmt intends on signing promising talent it discovers through the bBooth platforms as well as leverage the resources and relationships of its executive team to sign new talent on the rise as well as current popular artists. bMgmt's goals are to build a roster of current and future superstars across multiple musical genres and be a recognized leader in the talent management business.

5 -------------------------------------------------------------------------------- bOnline As more viewers turn to their smart phones, tablets and other mobile devices for their video content, bOnline will produce content tailored for the online medium and geared toward bBooth's millennial demographic. bOnline programming will feature talent discovered through the bBooth platform, as well as up-and-coming young artists and performers with large numbers of online followers. bOnline will establish bBooth as a relevant lifestyle and cultural destination, designed to drive bBooth awareness. Current programming includes Lifestyles of the InstaFamous, hosted by MTV's Layla Covino, a show about the life styles of some of the hottest young online stars; bFunny, in partnership with the Improv comedy clubs, featuring promising new comics discovered through the bBooths; and bDiscovered, 'behind the music' interviews hosted by YouTube star Chris Mitchell with 'on the rise' rappers, singers, songwriters, electronic dance music (EDM) DJs, and more. These online series are promoted on our bBooth blog, YouTube channels and through our social media profiles.

bMobile bBooth is developing a social media music sharing mobile app that breaks new ground in music engagement. With just a smartphone, users can not only purchase music, but they can interact with that music in new ways directly through their mobile devices, or in any bBooth. Users will be able to record themselves singing along with the karaoke tracks of popular songs and then share their recorded videos with friends and followers through the bMobile app. Users can record either directly on their mobile device, or for a higher quality recording, through any bBooth. Original artists can even sell their original recordings through their own storefront through the apps' online marketplace.

And because the app is integrated seamlessly into the operating system of the bBooth retail platform, users can access their library of music stored online right from any bBooth and then record higher quality versions of themselves singing to any of their previously purchased songs. The bMobile app also allows users to take any song they've purchased or recorded on their mobile device and attach it as the background music to any video they've recorded on their mobile device. Through the app, users can also compete against friends and followers in contests and in music challenges with celebrities. Performances generated through the app or even through bBooths can also be shared through a new, innovative video-based email and text messaging platform, sent via the app, among many other features.

bCast bCast is our online marketplace connecting talent with content creators hiring talent. As a web-based destination that will also be integrated with our bMobile app and our bBooth retail platform, bCast will be an online destination where talent of all kinds (singers, actors, comedians, models, dancers, etc.) will curate and manage the audition videos in their profile that they created at bBooths or through the bMobile app. On the other side of the marketplace are content creators of all kinds (casting directors, talent agents, production companies, studios, networks, advertising agencies, consumer brands) who are looking to hire talent. bCast gives these content creators and consumer brands the ability to post casting opportunities and contests, and the tools and filters to quickly find, contact and hire talent. We expect the casting opportunities to range broadly across all media and entertainment platforms - from auditions for television talent and reality shows to modeling contracts.

bCast will offer subscription based pricing plans as well as transactions/ postings fee based pricing.

6 -------------------------------------------------------------------------------- bRadio bRadio is bBooth's 'behind the music' Internet radio channel for original songwriters, singers, DJs, spoken word artists, rappers and musicians who are 'on the rise'. bRadio airs on Spreaker and SoundCloud, live at noon PST on Thursdays weekly from our bBooth headquarters, and then re-airing throughout the following week at 5pm PST.

The bRadio show features: · YouTube star and bRadio Host Christopher James · 'Behind the music' interviews with weekly featured artists · live 'on-air' performances of 3-5 original songs by the featured artists · live 'on-air' question and answer sessions with bRadio listeners and bBooth's social media community.

Principal Products The Company intends to generate revenue from the following sources: · transaction fees at the bBooths · transaction fees through bMobile in-app purchases · paid brand sponsorships of bBooth, mobile and online platforms · online and mobile advertising · subscriptions to bCast online casting platform · user data/lead generation fees · TV: production fees, international format fees and backend profit participation · bRecords record label and publishing revenue · bMgmt artist management fees Operations The Company is headquartered in Hollywood, California, where it runs all executive, administration and operational management. Beginning in the fourth quarter of 2014, the Company plans to have bBooths in various states across the United States, however it will still be headquartered and managed from its Hollywood, California location.

Our Market Based on our bBoothTV YouTube channel data, our market is 38% male, 63% female, with nearly 50% in the 18-24 year-old range, followed by 18% in the 25-34 year-old range, and 16% in 13-17 year-old range. With only one beta bBooth deployed, our bBoothTV YouTube channel received over 190,000 views with an estimated 257,000 minutes watched. We expect these numbers to climb dramatically following the deployment of more bBooths around the country and the launch of our bMobile app and our MTV television show The Audition.

Distribution Methods Currently, one beta bBooth is deployed in Canoga Park, California at the Westfield Topanga Shopping Center. bBooth has begun production of its booths through its manufacturing and distribution vendor, Global Experience Specialists ("GES"), a large, well-established company with global manufacturing and distribution capability. bBooth is scheduled to take delivery and begin deployment of the first 16 booths this fall, with additional booths added each month. We intend to install the first group of new booths in shopping malls in some of the largest cities in the United States, including Los Angeles, New York, Chicago, Philadelphia, San Francisco Bay Area, Boston, Dallas, Houston, Washington DC and Atlanta.

7 -------------------------------------------------------------------------------- Marketing We have a well-developed marketing plan based around our bSeen - bHeard - bDiscovered - bBooth campaign, designed to attract active paying users to our bBooth retail platform and our bMobile app where the majority of our revenue will be generated. As part of the plan, we intend on leveraging the relationship between and among our business units. For example, as and when our MTV show The Audition airs, there will be a weekly national scale televised call to action during the show and through nationally televised commercials leading up to the show, advising viewers that to be featured on the show, they need to go to a local bBooth to audition. Similarly, our other bTV programming, our bOnline programming, our bBoothTV YouTube channels and physical bBooth retail platform visible in the most highly trafficked areas in the country all serve to create an awareness of our company and our products and services. In addition, we will offer monthly casting opportunities promoted both at the bBooths and through our extensive social media network; and we plan to conduct a nation-wide tour of our new bBooth truck-trailered mobile unit making stops at key events and concerts; our ongoing thought leadership positioning (such as management appearing on panels at digital convergence conferences; the upcoming introduction of our own hosted digital thought leaders event; and our blogs, social media initiatives; press-releases and article placements); as well as our . . .

[ Back To TMCnet.com's Homepage ]