Forward-Looking Statements

This quarterly report on Form 10-Q contains certain statements that are "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words "anticipate," "believe," "estimate," "expect," "intend," "will," "should" and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or using other similar expressions.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this quarterly report on Form 10-Q. For example, we may encounter competitive, technological, financial and business challenges making it more difficult than expected to continue to develop and market our products; the market may not accept our existing and future products; we may not be able to retain our customers; we may be unable to retain existing key management personnel; and there may be other material adverse changes in our operations or business. Certain important factors affecting the forward-looking statements made herein also include, but are not limited to (i) continued downward pricing pressures in our targeted markets, (ii) the continued acquisition of our customers by certain of our competitors, and (iii) continued periods of net losses, which could require us to find additional sources of financing to fund operations, implement our financial and business strategies, meet anticipated capital expenditures and fund research and development costs. In addition, assumptions relating to budgeting, marketing, product development and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our marketing, capital expenditure or other budgets, which may in turn affect our financial position and results of operations. For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date hereof. We assume no responsibility to update any forward-looking statements as a result of new information, future events, or otherwise except as required by law. For further information, you are encouraged to review our filings with the Securities and Exchange Commission ("SEC"), including our Current Report on Form 8-K, as filed with the SEC on February 22, 2018, as amended on April 20, 2018, and risk factors as discussed therein under Item 2.01.





Overview


Mastermind, Inc. is a digital marketing agency that plans, executes and analyzes digital marketing initiatives for clients in numerous industries including Fashion, Automotive, Spirits & Beer, Business-to-business, Consumer Electronics, Banking & Financial Services, Consumer Packaged Goods, Food & Beverage, Healthcare, Home Improvement, Restaurants, Retail, Technology, and Communications. Mastermind offers a unique approach to digital and social marketing called Involvement Marketing (IM). IM is aimed at involving more people with each clients' brand in ways that inspire them to take an action (e.g.- becoming aware of the brand, trying it, purchasing more of it, and/or even becoming an advocate for the brand through social media). Mastermind's Involvement Marketing initiatives encompass anyone, or combination of tactics including Content Marketing, Digital/Mobile Marketing, Influencer Marketing, Social Marketing & Community Management, Promotion Marketing, Digital/Social Issues Management, UX Analytics & Digital Intelligence, and Augmented Reality Marketing.

Mastermind has assembled a team of highly experienced, cross-functional marketing experts to develop and execute Involvement Marketing initiatives (see key executive bios below). These experts have extensive backgrounds in digital/social marketing & media, content development, influencer marketing, promotion, digital contingency communications & PR, research, strategy, creative message development, and analytics. Mastermind has also developed a disciplined approach to Involvement Marketing that ensures the right tactic(s) is employed to best achieve the objective and that it is executed flawlessly. The team is led by our senior executives described in our 10-K as of and for the fiscal year ended September 30, 2022.

Mastermind has worked with some of the most widely recognized brands in in dozens of industries. While the agency does not have a client in every industry currently, its experience provides the confidence of potential major clients to consider hiring Mastermind. Mastermind works with clients on both a project-basis and ongoing services basis. Mastermind is developing innovative marketing technology initiatives with the potential to drive more interest from potential clients in the next few years.






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Critical Accounting Policies

Our significant accounting policies are described in Note 2 to the financial statements which are included in our Annual Report on Form 10-K as of and for the fiscal years ended September 30, 2022. Our discussion and analysis of our financial condition and results of operations are based upon these financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the past, actual results have not been materially different from our estimates. However, results may differ from these estimates under different assumptions or conditions.





Results of Operations



Three Months Ended December 31, 2022 vs. December 31, 2021





                                        Three Months Ended
                                           December 31,
                                        2022           2021         Change            %
Revenues                             $ 1,041,847     $ 857,114     $ 184,733            21.6 %
Cost of revenues                         420,592       323,657        96,935            29.9 %
Gross profit                             621,255       533,457        87,798            16.5 %
Operating expenses
Management consulting                    210,725        96,225       114,500             119 %
Wages and benefits                       189,909       198,957        (9,048 )          (4.5 )%
General and administrative               176,458       176,064           394             0.2 %
Total operating expenses                 577,092       471,246       105,846            22.5 %
Income from operations                    44,163        62,211       (18,048 )         (29.0 )%
Other income (expense)
Interest income                            1,265           607           658           108.4 %
Loss on disposal of leasehold
improvements                              (8,609 )           -        (8,609 )             -
Total other income (expense)              (7,344 )         607        (7,951 )      (1,309.9 )%
Income before provision for income                                                     (41.4
taxes                                $    36,819     $  62,818     $ (25,999 )               )%




Revenues


Revenues for the three months ended December 31, 2022 were $1,041,847 as compared with $857,114 for the comparable prior year period, an increase of 184,733 or 21.6%. The increase is attributable to the timing of project work being completed, and also the revenue being recognized for direct expenses (media, influencer fees, etc.) attributable to jobs. These fluctuations in work accomplished and revenue being recognized for direct expenses are normal occurrences in our business.





Gross Profit


Gross profit for the three months ended December 31, 2022 was $621,255 or 59.6% of revenues, compared with $533,457 or 62.2% of revenues, for the comparable prior year period. The increase in gross profit dollars was a result of higher revenues in the current period. The decrease in gross margin percentage is primarily a result of the Company having fewer projects with lower direct expenses achieving billing milestones in the three months ended December 31, 2022, compared to same period of last year. Direct cost includes expenses for media, sponsorship fees, etc. Gross margin will fluctuate from year to year based on the types of work assigned to the Company by its clients.






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Operating Expenses


Total operating expenses for the three months ended December 31, 2022 were $577,092 as compared with $471,246 for the comparable prior year period, an increase of $105,846 or 22.5%. The increase was primarily a result of an increase in management consulting of $114,500 due to distribution to three members of $110,000 in current period as compared to $0 distribution for the comparable prior year period. The distribution is usually decided based on a combination of the Company's operation results and performance of the Company's management group and their respective member companies. There was also a decrease in wages and benefits of $9,048 and an increase of other general and administrative costs of $394. Professional fees (including public company expenses), as part of general and administrative costs, remained relatively consistent increasing by $1,862.





Income from Operations


Income from Operations for the three months ended December 31, 2022 decreased by $18,048 as compared to the same period in the prior year. The decrease was primarily related to the increase in management consulting of $114,500, offsetting by the increase in gross profit dollars of $87,798.





Other Income and Expense


Other income and expense, net for the three months ended December 31, 2022 was an expense of $7,344 as compared to income of $607 for the comparable prior year period. The expense was primarily due to the loss on disposition of the leasehold improvements upon the early termination of the lease.

Income Before Provision for Income Taxes

Income before provision for income taxes for the three months ended December 31, 2022 was $36,819 as compared to $62,818 for the comparable prior year period.

Provision for Income Taxes

Provision for income taxes for the three months ended December 31, 2022 was $50,477 as compared to $16,383 for the comparable prior year period. The increase is primarily due to changes in unbilled receivables, unearned revenues, updates for disposition of leasehold improvements and other capital asset updates. Provision for income taxes is estimated quarterly applying both federal and state tax rates.

Liquidity and Capital Resources





                       December 31,       September 30,
                           2022               2022            Change          %
Cash                  $    1,712,771     $     1,735,140     $ (22,369 )      (1.3 )%

Current assets        $    3,391,908     $     3,326,379     $  65,529         2.0 %
Current liabilities   $      454,895     $       551,733     $ (96,838 )     (17.6 )%
Working capital       $    2,937,013     $     2,774,646     $ 162,367         5.9 %



As of December 31, 2022, we had cash of $1,712,771, a decrease of $22,369, or 1.3% when compared with a balance of $1,735,140 as of September 30, 2022.





                                            Three Months Ended
                                               December 31,
                                            2022          2021         Change           %
Cash provided by (used in) operating
activities                               $  (18,949 )   $  65,882     $ (84,831 )        (129 )%
Cash used in investing activities        $   (3,420 )   $       -     $  (3,420 )           -

Net Change in Cash During Period $ (22,369 ) $ 65,882 $ (88,251 ) (134 )%

During the three months ended December 31, 2022, $18,949 was used in operating activities as compared with net cash provided by operating activities of $65,882 for the comparable prior year period. Our uses of cash for operating activities have primarily consisted of salaries and wages for our employees; costs incurred in connection with performance on client projects; facility and facility-related costs, material, management consulting and professional fees. The sources of our cash flows from operating activities have consisted primarily of payments received from clients in connection with the performance on contractually agreed-upon projects. Net cash flows from operating activities for the current period were a result of the net loss, loss on disposition of assets, depreciation expense, change of deferred tax and changes in current assets and liabilities of $70,347.






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During the three months ended December 31, 2021, $65,882 was provided by operating activities, which were a result of the net income, stock compensation expense, depreciation expense, change of deferred tax and changes in current assets and liabilities of $6,954.

During the three months ended December 31, 2022 we purchased $3,420 in computer equipment, and during the three months ended December 31, 2021, there were no investing activities.

During the three months ended December 31, 2022, and 2021, the Company did not have any cash flow activity from financing activities.

The ability to attract additional capital investments for more rapid expansion in the future will depend on many factors, including the availability of credit, rate of revenue growth, ability to acquire new client opportunities, the timing of new service product introductions and enhancements to existing services/products, and the opportunities to acquire complimentary businesses that may be made available to us from time-to-time. We believe that as of December 31, 2022, our cash position and cash flows from our operations will be sufficient to fund our working capital and planned strategic activities, excluding acquisitions, if any, for at least the next twelve months.

Any potential future sale of equity or debt securities may result in dilution to our stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, or at all. If we are required to raise additional financing, but are unable to obtain such financing, we may be required to delay, reduce the scope of, or eliminate one or more aspects of our operations or business development activities.

This quarterly report on Form 10-Q contains certain statements that are "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

Off-Balance Sheet Arrangements

As of December 31, 2022, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

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