VisitIQ Corp S-1/A, filed Jul 6, 2023

VisitIQ Corp. (VIIQ)

S-1/A 2023-07-06

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Added on October 25, 2026

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

	Number of Shares		Offering Price (1)		Underwriting Discounts & Commissions		Gross Proceeds

Per Share
25% of Offering Sold		1,250,000	$	3.00	$	0	$	3,750,000
50% of Offering sold		2,500,000	$	3.00	$	0	$	7,500,000
75% of Offering Sold		3,750,000	$	3.00	$	0	$	11,250,000
Maximum Offering sold		5,000,000	$	3.00	$	0	$	15,000,000

	Page

OFFERING SUMMARY, PERKS AND RISK FACTORS	5
OFFERING SUMMARY	11
The Offering	11
Investment Analysis	12
RISK FACTORS	12
DILUTION	23
USE OF PROCEEDS TO ISSUER	25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
Results of Operations	31
Off-Balance Sheet Arrangements	32
Critical Accounting Policies	32
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	37
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	38
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	40
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	41
SECURITIES BEING OFFERED	42
DISQUALIFYING EVENTS DISCLOSURE	43
ERISA CONSIDERATIONS	43
SECTION F/S FINANCIAL STATEMENTS	46
SIGNATURES	47

	○	The acquisition of Visitor Data Inc. has allowed DrivenIQ to own and use its proprietary pixel technology to enable business owners to “pull back the curtain on their website and see who is visiting.” Once the pixel is downloaded onto the client’s website, their traffic is scrubbed against 27 different data aggregators and over 500 million double-opted customers.
	○	DrivenIQ has invested in their DrivenID Identity Graph, an updated version of their owned data, with over 300 categories of intender data. They now own over 2 billion records classifying an IP address as residential, commercial, or mobile. DrivenIQ recently participated in a blind study with 15 other data suppliers and DrivenIQ’s combination of age and gender data outperformed all other suppliers in terms of accuracy. This gives DrivenIQ a distinct competitive advantage due to its records being more accurate than other suppliers in the industry.
	○	DrivenIQ believes in the future of building an ecosystem between Customer Data Platforms™ (CDP), Customer Experience Management™ (CXM), Customer Relationship Management tools (CRM), and Data Management Platforms™ (DMP). DrivenIQ also sees a future in Audience Experience Platforms™ (AXP) and Audience Management. Brands need a way to unify, collect, normalize, and ingest data to use in an easy and seamless way. Additionally, Data Platforms are missing some key integral components that DrivenIQ will solve with its VisitIQ™ data-as-a-service (DaaS) platform.
	○	VisitIQ 2.0 is using this data to show a fully functioning DaaS (Data-as-a-service) based platform that will allow businesses to log on and find the audience they are looking for. Consumers will be able to soon go onto this dashboard, sign-up, and begin to curate their own micro custom audiences based on their needs. DrivenIQ’s development team has been working on an easily navigated user interface, allowing customers to tap into the data they need. These data records include first name, last name, physical addresses, email and IP addresses, phone numbers, online behaviors, social media handles, mobile ad IDs (MAIDs), and 496 total selections used to construct audiences. These comprehensive selections include occupation, interests, donor behavior, political reading, and more.
	○	Since DrivenIQ owns over 500 million first-party data records through the acquisition of VDI, DrivenIQ can better serve other companies that are looking for accurate and reliable data on consumers visiting their websites. With this first-party data, companies can adjust their marketing campaigns in real-time to see the impact it has on the end user. DrivenIQ is working towards a zero-party and first-party data world, while most firms are still using unreliable third-party data when it comes to genuinely identifying an individual. After screening the information through the identity graph, companies can be sure of their audience and how they can better serve them.

	○	DriveBid is a patent-pending consumer-facing app built by DrivenIQ. DriveBid will serve as a live-virtual auction site where consumers can list their used vehicles for local dealers to bid on. The app will seamlessly connect consumers “who want the best offer for their trade-in with dealers who need inventory in a real-time, easy-to-use online platform.” After all, in a world where banks compete for your mortgage, so should dealers when purchasing used car inventory. With more than 18,000 dealerships located in the United States, DriveBid has ample opportunity in a fragmented market. While DriveBid is thought of as a separate business internally, the patent-pending technology captures data throughout the bidding process, ultimately enhancing DrivenIQ’s primary focus, the collection and ability to draw first-party data insights for their clients.
	○	The BID MY TRADE function on DriveBid puts consumers in a position of strength while dealers actively bid on their cars. Once an auction has ended, the consumer can decide which offer they would like to accept- based on price, location, or the dealer’s availability of cars for a trade.

	●	Its continued ability to ensure clean, accurate data for marketing teams;
	●	Its ability to monetize data records in a cost-effective manner;
	●	Its ability to remain compliant with regulations regarding data privacy of individuals;
	●	Seller’s ability to sell all other solutions by explaining how the data is the forefront of all products

	●	Its ability to attract new dealers to the platform
	●	Its ability to attract consumers to the platform
	●	Its ability to hold off other platforms allowing dealers to bid on consumer’s inventory through their patent
	●	Its ability to collect “BidLock” fees from transactions between dealers and consumers on the App
	●	Its ability to demonstrate the ease and savings that consumers will have while using DriveBid for their automotive transactions

Type of Stock Offering:		Common Stock

Price Per Share:		$3.00

Minimum Investment:		$25,000.00 per investor (8,333 Shares of Common Stock)

Maximum Offering:		$15,000,000.00. The Company will not accept investments greater than the Maximum Offering amount.

Maximum Shares Offered:		5,000,000 Shares of Common Stock.

Use of Proceeds:		See the description in section entitled “USE OF PROCEEDS TO ISSUER” on page 25 herein.

Voting Rights:		The Shares have full voting rights.

Length of Offering:		Shares will be offered on a continuous basis until either (1) the maximum number of Shares or sold; (2) 180 days from the date of registration by the Commission, (3) if Company in its sole discretion extends the offering beyond 180 days from the date of registration by the Commission, or (4) the Company in its sole discretion withdraws this Offering.

Common Stock Outstanding			5,466,570 Shares
Common Stock in this Offering			5,000,000 Shares
Stock to be outstanding after the offering (1)			10,466,570 Shares

●	whether the Company can obtain sufficient capital to sustain and grow its business

●	our ability to manage the Company’s growth

●	whether the Company can manage relationships with key vendors and advertisers

●	demand for the Company’s products and services

●	the timing and costs of new and existing marketing and promotional efforts

●	Competition

●	the Company’s ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel

●	the overall strength and stability of domestic and international economies

●	consumer spending habits

Percentage of shares offered that are sold	100%			75%			50%			25%
Price to the public charged for each share in this offering	$	3.00		$	3.00		$	3.00		$	3.00
Historical net tangible book value per share as of February 28, 2023 (1)	$	(0.7876	)	$	(0.7876	)	$	(0.7876	)	$	(0.7876	)
Increase in net tangible book value per share attributable to new investors in this offering (2)	$	1.8072		$	1.5386		$	1.1857		$	0.7015
Net tangible book value per share, after this offering	$	1.0196		$	0.7510		$	0.3981		$	(0.0862	)
Dilution per share to new investors	$	1.9804		$	2.2490		$	2.6019		$	3.0862

	5,000,000		3,750,000		2,500,000		1,250,000
	Shares Sold		Shares Sold		Shares Sold		Shares Sold
Shares Offered(% Sold)	-100%		-75%		-50%		-25%
Gross Offering Proceeds	$	15,000,000.00	$	11,250,000.00	$	7,500,000.00	$	3,750,000.00
*Approximate Offering Expenses (1)*
Misc. Expenses		3,000		3,000		3,000		3,000
Legal and Accounting		20,000		20,000		20,000		20,000
Total Offering Expenses		23,000		23,000		23,000		23,000
Total Net Offering Proceeds		14,977,000.00		11,227,000.00		7,477,000.00		3,727,000.00
*Principal Uses of Net Proceeds (2 )*
Equity and Debt Investments in Target Companies		14,322,000		10,572,000		6,822,000		3,072,000
Employee/Officers & Directors / Independent Contractor Compensation		400,000		400,000		400,000		400,000
Office Expenses		30,000		30,000		30,000		30,000
Office Supplies		5,000		5,000		5,000		5,000
Audit Fees		80,000		80,000		80,000		80,000
Transfer Agent and Exchange Fees		20,000		20,000		20,000		20,000
Travel		20,000		20,000		20,000		20,000
Legal, IR & Compliance		100,000		100,000		100,000		100,000
Total Principal Uses of Net Proceeds		14,977,000		11,227,000		7,477,000		3,727,000
Amount Unallocated		0		0		0		0

Software		2-3 Years
Office Equipment		3-7 Years
Furniture and fixtures		8 Years
Waste and Recycling Equipment		5 Years
Leasehold Improvements		Varies by Lease
Service Equipment		5 Years

1.)	Based on total shares issued and outstanding of 5,466,570.
2.)	Shares owned in the name of Avenel Financial Group, Inc., which is beneficially owned and controlled by Michael D. Pruitt.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals ($)

Michael D. Pruitt, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director		2022	$	57,500		0		0		0		0		0		0	$	57,500
		2021	$	22,846		0		0		0		0		0		0	$	22,846

Condensed Consolidated Balance Sheets for the years ended August 31, 2022 and 2021	F-2
Condensed Consolidated Statements of Operations for the years ended August 31, 2022 and 2021	F-3
Condensed Consolidated Statements of Cash Flows for the years ended August 31, 2022 and 2021	F-4
Condensed Consolidated Statement of Stockholders’ Deficit for the years ended August 31, 2022 and 2021	F-5
Notes to Condensed Consolidated Financial Statements for the years ended August 31, 2022 and 2021	F-6

Condensed Consolidated Balance Sheets for the period ended February 28, 2023 and August 31, 2022	F-11
Condensed Consolidated Statements of Operations for the six months ended February 28, 2023 and 2022	F-12
Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2023 and 2022	F-13
Condensed Consolidated Statement of Stockholders’ Deficit for the six months ended February 28, 2023 and 2022	F-14
Notes to Condensed Consolidated Financial Statements for the six months ended February 28, 2023 and 2022	F-15

	31-Aug-22			31-Aug-21

ASSETS
Current Assets
Cash	$	5,442,607		$	126,622
Interest Receivable		9,870			-
Due from related parties		3,973			30,052
Total Current Assets		5,456,450			156,674

Investments
Notes Receivable		1,340,051
Equity Investments		8,485,000			-
Total Investments		9,825,051			-

TOTAL ASSETS	$	15,281,501		$	156,674

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and Other Accrued Liabilities	$	135,015		$	16,245
Accrued Payroll		2,722			1,580
Accrued Interest		364,548			10,082
Current Portion -Convertible Notes Payable		1,550,000			250,000
Total Current Liabilities		2,052,285			277,907

Long Term Liabilities
Non-Current Portion -Convertible Notes Payable		7,070,627			-

Total Liabilities		9,122,912			277,907

STOCKHOLDERS’ DEFICIT
Convertible Preferred Stock, Series B: $1.00 stated value; authorized 10,750,000 shares; 5,375,000 issued and outstanding at August 31, 2022 zero issued and outstanding at August 31, 2021		5,375,000			-
Common stock, $.001 par value; 500,000,000 shares authorized; 5,466,570 shares issued and outstanding at August 31, 2022 and 4,466,570 sharea issued and outstanding at August 31, 2021, repectively		5,466			4,466
Additional paid-in capital		2,942,738			284,039
Accumulated deficit		(2,164,615	)		(409,738	)
Total Stockholders’ Equity		6,158,589			(121,233	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	15,281,501		$	156,674

	For te twelve months ended 8/31/22			For the twelve months ended 8/31/21

Revenue	$	-		$	-
Total Revenue		-			-

Expenses
Professional fees		278,610			21,957
Payroll related		87,018			17,622
Office Expenses		26,437			3,113
Total Operating Expenses		392,065			42,692

Interest Expense		(1,294,706	)		(5,041	)
Investment Distribution		1,106
Interest Income		38,288			-

Series B Preferred Stock Dividend		(107,500	)		-

Net Loss Attributable to Common Stockholders	$	(1,754,877	)	$	(47,733	)

PER SHARE AMOUNTS
Basic and diluted earnings per share	$	(0.35	)		-

Weighted average number of common shares outstanding - basic and diluted		5,000,817			309,382,470

	For the twelve months ended 8/31/22			For the twelve months ended 8/31/21

Cash Flow from Operating Activities
Net loss for the twelve months	$	(1,754,877	)	$	(47,733	)

Adjustments to reconcile net loss to net cash flows used in operating activities:
Amortization of debt discount	$	901,047

Increase (Decrease) in operating assets and liabilities:
Increase (Decrease) in accrued liabilities		355,608			7,552
(Increase) Decrease in prepaid expenses
Increase (Decrease) in related party payable					(16,302	)
Increase (Decrease) in accounts payable		118,770			(550	)
Net Cash Used in Operating Activities		(379,452	)		(57,033	)

Cash Flow from Investing Activities
Net cash provided by (used in) investing activities		(9,834,921	)		-

Cash Flows from Financing Activities
Conversion of related party payable		-			3,225
Increase in notes payable		11,243,750			250,000
Original issue discount on notes payable		(3,521,636	)
Sale of Preferred Stock		5,375,000
Original issue discount on Preferred Stock		(1,920,314	)
Valuation of Warrants granted		4,326,479
Decrease in advance to related party		26,079			(25,000	)
Received from related parties for Common Stock		1,000
Foregivness of related party payable					16,302
Received from related parties					(952	)
Net Cash Provided by Financing Activities		15,530,358			243,575

Net increase (decrease) in cash, cash equivalents, and restricted cash		5,315,985			186,542
Cash, cash equivalents, and restricted cash at beginning of the year		126,622			-
Cash, cash equivalents, and restricted cash at end of the period	$	5,442,607		$	186,542

Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	39,193.00		$	-
Income taxes paid during the period	$	-		$	-

Non-Cash Financing and Investing Activities:
Conversion of related party payable	$	-		$	3,225
Forgiveness of related party payable	$	-		$	16,302

	Preferred Stock				Common Stock						Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity

Balance at August 31, 2020						84,980,740		$	84,981		$	183,997		$	(286,782	)	$	(17,804	)

Conversion of related party payable						250,000,000		$	250,000		$	(246,775	)				$	3,225
Forgivenesss of related party payable												16,302						16,302
Reverse Stock Split (75 for 1)						(330,514,170	)	$	(330,515	)		330,515
Net loss for the year ended August 31, 2021															(122,956	)		(122,956	)

Balance at August 31, 2021		-	$	-		4,466,570		$	4,466		$	284,039		$	(409,738	)	$	(121,233	)

Stock Issuance						1,000,000		$	1,000								$	1,000
Issuance of Preferred Stock		5,375,000	$	5,375,000							$	(1,667,780	)				$	3,707,220
Issuance of warrants											$	4,326,479					$	4,326,479
Net loss for the twelve months ended August 31, 2022														$	(1,754,877	)	$	(1,754,877	)

Balance at August 31, 2022		5,375,000	$	5,375,000		5,466,570		$	5,466		$	2,942,738		$	(2,164,615	)	$	6,158,589

	Number of		Exercise		Expiration
Date Issued	Warrants		Price		Date
01-Mar-22		1,075,000	$	1.00	01-Mar-27
04-Mar-22		1,075,000	$	1.00	04-Mar-27
04-Apr-22		134,375	$	1.00	04-Apr-27
27-May-22		5,375,000	$	1.00	27-May-27
		7,659,375

Stock price per share	$	1.00

Term		5 Years

Expected Volatility		108	%

Dividend Yield		-

Risk-free interest rate		1.55% - 2.72	%

	For the twelve months ended 8/31/22			For the twelve months ended 8/31/21

Income tax expense (benefit) at statutory rate		(368,524	)		(10,024	)
Change in valuation allowance		368,524			10,024
Income tax expense		-			-

	31-Aug-22			31-Aug-21

Gross deferred tax asset		454,569			86,045
Valuation allowance		(454,569	)		(86,045	)
Net deferred tax asset		-			-

	31-Aug-22			31-Aug-21

Income tax at U.S. statutory rate		21	%		21	%
Valuation allowance		-21	%		-21	%

Investments:	31-Aug-22		31-Aug-21

Notes Receivable:
DrivenIQ (1)	$	790,000	$	-
Amergent	$	300,000
NFTIQ Note	$	195,051
F&B Social LLC (2)	$	55,000	$	-
Total Notes Receivable	$	1,340,051	$	-

Equity Investments:
DrivenIQ (1)	$	460,000	$	-
Branded Hospitality Venture Fund 1 (3)	$	25,000	$	-
Driven IQ Preferred Stock (4)	$	8,000,000	$	-
Total Equity Investments	$	8,485,000	$	-

Total Investments	$	9,825,051	$	-

	1.)	The Company entered into a Note with DrivenIQ during October of 2021. The Note is accruing interest at a rate of 5%. The Company plans on converting this Note to equity of DrivenIQ during 2022. The Company also purchased common shares, equivalent to 45% of the outstanding equity, from one of the founders of the company at the same time that the company entered into the Note.
	2.)	The Company has loaned F&B Social LLC money to initiate that company’s operations. At this time, the Company has not decided whether it will convert this note to equity. Interest is being charged at 5%.
	3.)	Branded Hospitality Venture Fund is a managed fund that specializes in investments related to the hospitality industry. The total fund had 19 portfolio companies and $6.2 million invested at December 31, 2021. The fund is not publicly traded and the investment is shown at the Company’s original cost.
	4.)	During the quarter ended May 31, 2022, the Company advanced $4,000,000 to Driven IQ under a SAFE (Simple Agreement for Future Equity. An additional $1,000,000 was advanced as a SAFE in July of 2022. During August of 2022, the accompany finalized a preferred stock purchase agreement that required the company to advance an additional $3,000,000. That agreement ultimately will require the company to invest an additional $7,000,000 based on DrivenIQ completing two sets of milestones.

Convertible Notes:	31-Aug-22		31-Aug-21
Sky Direct LLC 8% Notes (5)	$	1,000,000	$	250,000
Secor Capital Inc. 8% Notes (6)	$	550,000	$	-
NY Farms LLC 7.5% Notes (7)	$	2,150,000	$	-
Secor Capital Inc. 7.5% Notes (7)	$	2,150,000	$	-
EROP Enterprises, LLC 7.5% Notes (7)	$	268,750	$	-
Arena Investors LP 7.5% Notes (7)	$	5,375,000	$	-
Total Convertible Notes	$	11,493,750	$	250,000
Less Discount on Convertible Notes (8)	$	2,873,123	$	-
Total Convertible Notes, net of discount	$	8,620,627	$	250,000

Current portion of long-term debt and notes payable	$	1,550,000	$	250,000
Total notes payable less current portion	$	7,070,627	$	-

	5.)	The Sky Direct LLC note is due on February 26, 2023 and is convertible into Common Stock at $.225 per share. To date $64,866 of interest has been accrued.
	6.)	The Secor Capital Inc. 8% note is due on October 5, 2022 and is convertible into Common Stock at $.225 per share. To date $28,690 of interest has been accrued.
	7.)	In March, April and May of 2022, the Company and certain investors entered into a Securities Purchase Agreement (“SPA”) pursuant to which Company issued an aggregate principal amount of $9.944 million of 7.5% Senior Unsecured Convertible Notes (“Notes”), and a Common Stock Purchase Warrant (“Warrant”) to purchase a number of shares of the Company’s common stock equal to half the value of the Note. The total number of common shares that could be issued in accordance with the warrants issued as part of the SPAs that included the 7.5% Convertible Notes amount to 4,971,875. The Notes bear interest at an annual rate of 7.5%, payable quarterly from the issue date, unless earlier converted, redeemed, or repurchased AND THE Noteholders have a security interest in all assets of the Company. In addition, the Notes were sold at a 7.5% Original Issue Discount. The Notes are convertible at any time at the holder’s option into common stock at the conversion price of $1.00 per share. The Notes are due two years from their issue date.
	8.)	The Company recorded a debt discount of approximately $3.5 million for the difference between the face value of the 7.5% Convertible Debt and the estimated fair value at the issuance date and is amortizing this discount over the 24-month term of the related debt. Amortization of approximately $205,000 was recorded as interest expense during the three months ended May 31, 2022.

Condensed Consolidated Balance Sheets for the period ended February 28, 2023 and August 31, 2022	F-9
Condensed Consolidated Statements of Operations for the six months ended February 28, 2023 and 2022	F-10
Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2023 and 2022	F-11
Condensed Consolidated Statement of Stockholders’ Deficit for the six months ended February 28, 2023 and 2022	F-12
Notes to Condensed Consolidated Financial Statements for the six months ended February 28, 2023 and 2022	F-13

	28-Feb-23			31-Aug-22

ASSETS
Current Assets
Cash	$	2,244,495		$	5,442,607
Restricted Cash		189,207			-
Interest Receivable		41,741			9,870
Due from related parties		7,748			3,973
Total Current Assets		2,483,191			5,456,450

Investments
Notes Receivable		2,528,215			1,340,051
Equity Investments		9,891,295			8,485,000
Total Investments		12,419,510			9,825,051

TOTAL ASSETS	$	14,902,700		$	15,281,501

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and Other Accrued Liabilities	$	318,182		$	135,015
Accrued Payroll		3,111			2,722
Accrued Interest		599,438			364,548
Current Portion -Convertible Notes Payable		1,550,000			1,550,000
Total Current Liabilities		2,470,731			2,052,285

Long Term Liabilities
Non-Current Portion -Convertible Notes Payable		7,943,799			7,070,627

Total Liabilities		10,414,531			9,122,912

STOCKHOLDERS’ DEFICIT
Convertible Preferred Stock, Series B: $1.00 stated value; authorized 10,750,000 shares; 5,375,000 issued and outstanding at February 28, 2023 and at August 31, 2022		5,375,000			5,375,000
Common stock, $.001 par value; 500,000,000 shares authorized; 5,466,570 shares issued and outstanding at February 28, 2023 and at August 31, 2022, repectively		5,466			5,466
Additional paid-in capital		3,418,871			2,942,738
Accumulated deficit		(4,311,167	)		(2,164,615	)
Total Stockholders’ Equity		4,488,170			6,158,589

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	14,902,700		$	15,281,501

	For the six months ended 2/28/23			For the six months ended 2/28/22

Revenue	$	-		$	-
Total Revenue		-			-

Expenses
Professional fees		126,625			71,348
Payroll related		50,832			41,004
Office Expenses		43,977			8,815
Total Operating Expenses		221,434			121,167

Interest Expense		(1,785,758	)		(52,219	)
Interest Income		63,323			15,859

Series B Preferred Stock Dividend		(202,682	)		-

Net Loss Attributable to Common Stockholders	$	(2,146,552	)	$	(157,527	)

PER SHARE AMOUNTS
Basic and diluted earnings per share	$	(0.39	)		(0.03	)

Weighted average number of common shares outstanding - basic and diluted		5,466,570			4,527,343

	For the six months ended 2/28/23			For the six months ended 2/28/22

Income tax expense (benefit) at statutory rate		(450,776	)		(33,081	)
Change in valuation allowance		450,776			33,081
Income tax expense		-			-

	1.)	The Company entered into a Note with DrivenIQ during October of 2021. The Note is accruing interest at a rate of 5%. The Company plans on converting this Note to equity of DrivenIQ during 2023. The Company also purchased common shares, equivalent to 45% of the outstanding equity, from one of the founders of the company at the same time that the company entered into the Note.
	2.)	In August and November 2022, the Company advanced these funds to Amergent. The terms of the note require payment at December 15, 2022 and 1% interest. The Company’s Chief Executive Officer has an ownership interest and serves as the Chairman and Chief Executive Officer of Amergent.
	3.)	The Company entered into a note agreement with NFTIQ on July 1, 2022. The note matures on October 1, 2024 and has an interest rate of 5%.
	4.)	On September 19, 2022, the company has entered into a 9 month note with Kaya Holding Corp. The interest rate on the Note is 8% and the Company was granted a 3 year warrant to purchase 5.0 million common shares of Kaya for $.20 per share. In addition, the Company has a security interest in all of Kaya’s assets.
	5.)	The Company has loaned F&B Social LLC money to initiate that company’s operations. At this time, the Company has not decided whether it will convert this note to equity. Interest is being charged at 5%.
	6.)	Branded Hospitality Venture Fund is a managed fund that specializes in investments related to the hospitality industry. The total fund had 19 portfolio companies and $6.2 million invested at December 31, 2021. The fund is not publicly traded and the investment is shown at the Company’s original cost. In December 2022, the Company advanced Branded Hospitality $250,000 via a Promissory Note. The Note is accruing interest at 12% per annum and matures on April 18, 2023.
	7.)	The Company made an investment into Hedgemore Investors, LLC on October 28, 2022. Hedgemore purchased a building in Charlotte, NC and the Company plans to relocate to the purchased building. The Company owns 36.27% of Hedgemore. In addition to the cash invested to purchase the Hedgemore equity, the company has guaranteed $1,391,195 of the mortgage for the building. In addition, the Company has entered into an agreement to leave cash in the bank that provided the building mortgage amounting to $188,162 for a period of 2 years as partial backup to the Company’s guarantee.
	8.)	On November 1, 2022, the Company purchased 75,512 preferred shares of Issuance Inc. for $100,000. The preferred stock has liquidation preferences over common stock.
	9.)	The Company made a $25,000 investment into Market Masher
	10.)	During the quarter ended May 31, 2022, the Company advanced $4,000,000 to Driven IQ under a SAFE (Simple Agreement for Future Equity. An additional $1,000,000 was advanced as a SAFE in July of 2022. During August of 2022, the accompany finalized a preferred stock purchase agreement that required the company to advance an additional $3,000,000. During the current quarter, the Company has advanced DrivenIQ an additional $1,000,000.