VisitIQ Corp S-1, filed May 3, 2022

VisitIQ Corp. (VIIQ)

S-1 2022-05-03

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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		1,000,000	$	2.50	$	0	$	2,500,000
50% of Offering sold		2,000,000	$	2.50	$	0	$	5,000,000
75% of Offering Sold		3,000,000	$	2.50	$	0	$	7,500,000
Maximum Offering sold		4,000,000	$	2.50	$	0	$	10,000,000

	Page

OFFERING SUMMARY, PERKS AND RISK FACTORS	5
OFFERING SUMMARY	5
The Offering	5
Investment Analysis	6
RISK FACTORS	6
DILUTION	17
USE OF PROCEEDS TO ISSUER	19
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
Results of Operations	23
Off-Balance Sheet Arrangements	24
Critical Accounting Policies	24
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	29
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	30
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	32
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	33
SECURITIES BEING OFFERED	34
DISQUALIFYING EVENTS DISCLOSURE	35
ERISA CONSIDERATIONS	35
SECTION F/S FINANCIAL STATEMENTS	38
SIGNATURES	39

Type of Stock Offering:		Common Stock

Price Per Share:		$2.50

Minimum Investment:		$50,000.00 per investor (20,000 Shares of Common Stock)

Maximum Offering:		$10,000,000.00. The Company will not accept investments greater than the Maximum Offering amount.

Maximum Shares Offered:		4,000,000 Shares of Common Stock.

Use of Proceeds:		See the description in section entitled “USE OF PROCEEDS TO ISSUER” on page 19 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			4,000,000 Shares
Stock to be outstanding after the offering (1)			9,466,570 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	$	2.50		$	2.50		$	2.50		$	2.50
Historical net tangible book value per share as of February 28, 2022 (1)	$	(0.0508	)	$	(0.0508	)	$	(0.0508	)	$	(0.0508	)
Increase in net tangible book value per share attributable to new investors in this offering (2)	$	1.0754		$	0.9011		$	0.6802		$	0.3909
Net tangible book value per share, after this offering	$	1.0246		$	0.8503		$	0.6294		$	0.3401
Dilution per share to new investors	$	1.4754		$	1.6497		$	1.8706		$	2.1599

	4,000,000		3,000,000		2,000,000		1,000,000
	Shares Sold		Shares Sold		Shares Sold		Shares Sold
Shares Offered(% Sold)	-100%		-75%		-50%		-25%
Gross Offering Proceeds	$	10,000,000.00	$	7,500,000.00	$	5,000,000.00	$	2,500,000.00
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		9,977,000.00		7,477,000.00		4,977,000.00		2,477,000.00
Principal Uses of Net Proceeds (2 )
Equity and Debt Investments in Target Companies		9,322,000		6,822,000		4,322,000		1,822,000
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		9,977,000		7,477,000		4,977,000		2,477,000
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		2021	$	22,846		0		0		0		0		0		0	$	22,846
		2020	$	0		0		0		0		0		0		0	$	0

Condensed Consolidated Balance Sheets for the years ended August 31, 2021 and 2020	F-2
Condensed Consolidated Statements of Operations for the years ended August 31, 2021 and 2020	F-3
Condensed Consolidated Statements of Cash Flows for the years ended August 31, 2021 and 2020	F-4
Condensed Consolidated Statement of Stockholders’ Deficit for the years ended August 31, 2021 and 2020	F-5
Notes to Condensed Consolidated Financial Statements for the years ended August 31, 2021 and 2020	F-6

Condensed Consolidated Balance Sheets for the period ended February 28, 2022 and 2021	F-9
Condensed Consolidated Statements of Operations for the six months ended February 28, 2022 and 2021	F-10
Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2022 and 2021	F-11
Condensed Consolidated Statement of Stockholders’ Deficit for the six months ended February 28, 2022 and 2021	F-12
Notes to Condensed Consolidated Financial Statements for the six months ended February 28, 2022 and 2021	F-13

	31-Aug-21			31-Aug-20

ASSETS
Current Assets
Cash	$	126,622		$	-
Due from related parties		30,052			-
Total Current Assets		156,674			-

TOTAL ASSETS	$	156,674		$	-


LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable	$	-		$	550
Accrued Payroll		1,580
Accrued Liabilities		26,327
Current Portion -Note Payable		250,000			-
Due to related parties		-			17,254
Total Current Liabilities		277,907			17,804

STOCKHOLDERS’ DEFICIT
Common stock, $.001 par value; 500,000,000 shares authorized; 4,466,570 shares issued and outstanding at August 31, 2021 and 84,980,740 sharea issued and outstanding at August 31, 2020, repectively		4,466			84,981
Additional paid-in capital		284,039			183,997
Accumulated deficit		(409,738	)		(286,782	)
Total Stockholders’ Deficit		(121,233	)		(17,804	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	156,674		$	-

	For the twelve months ended August 31, 2021			For the twelve months ended August 31, 2020

Revenue	$	-		$	-
Total Revenue		-			-

Expenses
Professional fees		69,965			12,737
Payroll related		36,867
Office Expenses		6,042
Total Operating Expenses		112,874			12,737

Interest Expense		10,082			-

Net Loss	$	(122,956	)	$	(12,737	)

PER SHARE AMOUNTS
Basic and diluted earnings per share		-			-

Weighted average number of common shares outstanding - basic and diluted		309,064,304			84,980,740

	For the twelve months ended August 31, 2021			For the twelve months ended August 31, 2020

Cash Flow from Operating Activities
Net loss for the twelve months	$	(122,956	)	$	(12,737	)

Adjustments to reconcile net loss to net cash used in operating activities:
Increase (Decrease) in operating assets and liabilities:
Increase (Decrease) in accrued liabilities		27,907
Increase (Decrease) in related party payable		(16,302	)		12,187
Increase (Decrease) in accounts payable		(550	)		550
Net Cash Used in Operating Activities		(111,901	)		-

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

Cash Flows from Financing Activities
Conversion of related party payable		3,225			-
Increase in notes payable to related party		250,000
Increase in advance to related party		(30,052	)
Forgivness of related party payable		16,302
Received from related parties		(952	)		-
Net Cash Provided by Financing Activities		238,523			-

Net increase (decrease) in cash, cash equivalents, and restricted cash		126,622			-
Cash, cash equivalents, and restricted cash at beginning of the year		-			-
Cash, cash equivalents, and restricted cash at end of the period	$	126,622		$	-

Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	-		$	-
Inncome 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		$	-

							Additional			Accumulated					Total
	Common Stock						Paid-in			Other		Accumulated			Stockholders’
	Shares			Amount			Capital			Comprehensive		Deficit			Deficit

Balance at August 31, 2019		84,980,740		$	84,981		$	163,389		$	-	$	(274,045	)	$	(25,675	)

Foregiveness of accounts payable by vendor								20,608								20,608
Net loss for the year ended August 31, 2020													(12,737	)		(12,737	)

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
Foregiveness 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 twelve months ended August 31, 2021												$	(122,956	)	$	(122,956	)

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

	For the twelve months ended August 31, 2021			For the twelve months ended August 31, 2020

Income tax expense (benefit) at statutory rate		(25,821	)		(2,675	)
Change in valuation allowance		25,821			2,675
Income tax expense		-			-

	31-Aug-21			31-Aug-20

Gross deferred tax asset		86,045			60,224
Valuation allowance		(86,045	)		(60,224	)
Net deferred tax asset		-			-

	31-Aug-21			31-Aug-20

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

	28-Feb-22			31-Aug-21

ASSETS
Current Assets
Cash	$	23,390		$	126,622
Interest Receivable		5,984			-
Prepaid Expense		2,427
Due from related parties		2,526			30,052
Total Current Assets		34,327			156,674

Investments
Notes Receivable		830,000
Equity Investments		485,000			-
Total Investments		1,315,000			-

TOTAL ASSETS	$	1,349,327		$	156,674


LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and Other Accrued Liabilities	$	13,204		$	16,245
Accrued Payroll		1,582			1,580
Accrued Interest		62,301			10,082
Current Portion -Convertible Notes Payable		1,550,000			250,000
Due to related parties		-			-
Total Current Liabilities		1,627,087			277,907

STOCKHOLDERS’ DEFICIT
Common stock, $.001 par value; 500,000,000 shares authorized; 5,466,570 shares issued and outstanding at February 28, 2022 and 4,466,570 sharea issued and outstanding at August 31, 2021, repectively		5,466			4,466
Additional paid-in capital		284,039			284,039
Accumulated deficit		(567,265	)		(409,738	)
Total Stockholders’ Deficit		(277,760	)		(121,233	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,349,327		$	156,674

	For the six months ended 2/28/22			For the six months ended 2/28/21

Revenue	$	-		$	-
Total Revenue		-			-

Expenses
Professional fees		71,348			1,723
Payroll related		41,004
Office Expenses		8,815
Total Operating Expenses		121,167			1,723

Interest Expense		(52,219	)		-
Interest Income		15,859			-

Net Loss	$	(157,527	)	$	(1,723	)

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

Weighted average number of common shares outstanding - basic and diluted		4,527,343			330,837,094

Expense

Legal & Accounting fees and expenses:	$	23,000

Total:	$	23,000

Exhibit		Description
3.1		Articles of Incorporation

3.2		Amended and Restated Bylaws

5.1		Opinion of Matheau J. W. Stout Regarding Legality of the Securities Being Registered.

10.1		Proposed Subscription Agreement to Be Used By Purchasers of S-1 Stock

10.2		Securities Purchase Agreement, Promissory Note, Common Stock Purchase Agreement with Driven IQ dated September 30, 2021

23.1		Consent of Matheau J. W. Stout, Esq. (included in Exhibit 5.1)

23.2		Consent of BF Borgers CPA PC

107		Filing Fee Table

	i.	To include any prospectus required by Section 10(a) (3) of the Securities Act;

	ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

	iii.	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

	i.	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (Sec. 230-424);

	ii.	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the registrant;

	iii.	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)	That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(7)	That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof

(8)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	Capstone Technologies Group, Inc.

Date: May 3, 2022	/s/ Michael D. Pruitt
	By:	Michael D. Pruitt
	Its:	Chief Executive Officer; Director

Signature	Capacity in Which Signed	Date

/s/ Michael D. Pruitt	Chief Executive Officer	May 3, 2022
Michael D. Pruitt	(Principal Executive Officer Principal Accounting Officer and Director)

/s/ Michael D. Pruitt	Chief Financial Officer	May 3, 2022
Michael D. Pruitt	(Principal Accounting Officer and Director)

201 International circle	Tel (410) 429-7076
Suite 230
Hunt Valley, Maryland 21030

SUBSCRIBER **		CO-SUBSCRIBER **


Signature of Subscriber		Signature of Co-Subscriber


Name of Subscriber [please print]		Name of Co-Subscriber [please print]


Address of Subscriber		Address of Co-Subscriber


Social Security or Taxpayer Identification Number of Subscriber		Social Security or Taxpayer Identification Number of Co-Subscriber

(1)	For individuals, print full name of subscriber.
(2)	For joint, print full name of subscriber and all co-subscribers.
(3)	For corporations, partnerships, LLC, print full name of entity, including “&,” “Co.,” “Inc.,” “etc,” “LLC,” “LP,”etc.
(4)	For Trusts, print trust name (please contact your trustee for the exact name that should appear on the certificates.)

	Dollar Amount of
	Subscription Accepted: $___________________

	SUBSCRIPTION ACCEPTED BY THE COMPANY

	Capstone Technologies Group, Inc.

Date:	By:
		Michael D. Pruitt, CEO