VisitIQ Corp S-1/A, filed Aug 12, 2022

VisitIQ Corp. (VIIQ)

S-1/A 2022-08-12

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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	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:		$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 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			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, 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)	$	1.4552		$	1.2388		$	0.9545		$	0.5644
Net tangible book value per share, after this offering	$	1.4044		$	1.1880		$	0.9037		$	0.51354
Dilution per share to new investors	$	1.5956		$	1.8120		$	2.0963		$	2.4865

	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		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 May 31, 2022 and August 31, 2021	F-9
Condensed Consolidated Statements of Operations for the nine months ended May 31, 2022 and 2021	F-10
Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 2022 and 2021	F-11
Condensed Consolidated Statement of Stockholders’ Deficit for the nine months ended May 31, 2022 and 2021	F-12
Notes to Condensed Consolidated Financial Statements for the nine months ended May 31, 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	)
Forgiveness 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	$	-		$	-
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		$	-

							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	%

	31-May-22			31-Aug-21

ASSETS
Current Assets
Cash	$	10,128,672		$	126,622
Interest Receivable		8,015			-
Due from related parties		6,190			30,052
Total Current Assets		10,142,877			156,674

Investments
Notes Receivable		845,000
Equity Investments		4,485,000			-
Total Investments		5,330,000			-

TOTAL ASSETS	$	15,472,877		$	156,674

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and Other Accrued Liabilities	$	60,391		$	16,245
Accrued Payroll		3,907			1,580
Accrued Interest		186,376			10,082
Current Portion -Convertible Notes Payable		1,550,000			250,000
Total Current Liabilities		1,800,674			277,907

Long Term Liabilities
Non-Current Portion -Convertible Notes Payable		6,626,804			-

Total Liabilities		8,427,478			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 May 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 May 31, 2022 and 4,466,570 sharea issued and outstanding at August 31, 2021, repectively		5,466			4,466
Additional paid-in capital		2,700,726			284,039
Accumulated deficit		(1,035,793	)		(409,738	)
Total Stockholders’ Equity		7,045,399			(121,233	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	15,472,877		$	156,674

	For the nine months ended 5/31/22			For the nine months ended 5/31/21

Revenue	$	-		$	-
Total Revenue		-			-

Expenses
Professional fees		180,965			21,957
Payroll related		62,301			17,622
Office Expenses		17,841			3,113
Total Operating Expenses		261,107			42,692

Interest Expense		(387,027	)		(5,041	)
Interest Income		26,558			-

Series B Preferred Stock Dividend		(4,479	)		-

Net Loss Attributable to Common Stockholders	$	(626,055	)	$	(47,733	)

PER SHARE AMOUNTS
Basic and diluted earnings per share	$	(0.13	)		-

Weighted average number of common shares outstanding - basic and diluted		4,843,859			332,233,487

	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
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 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							$	(1,909,792	)				$	3,465,208
Issuance of warrants											$	4,326,479					$	4,326,479
Net loss for the nine months ended May 31, 2022														$	(626,055	)	$	(626,055	)

Balance at May 31, 2022		5,375,000	$	5,375,000		5,466,570		$	5,466		$	2,700,726		$	(1,035,793	)	$	7,045,399

	Number of		Exercise		Expiration
Date Issued	Warrants		Price		Date
1-Mar-22		1,075,000	$	1.00	1-Mar-27
4-Mar-22		1,075,000	$	1.00	4-Mar-27
4-Apr-22		134,375	$	1.00	4-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 nine months ended 5/31/22			For the nine months ended 5/31/21

Income tax expense (benefit) at statutory rate		(131,472	)		(10,024	)
Change in valuation allowance		131,472			10,024
Income tax expense		-			-

Investments:	31-May-22		31-Aug-21
Notes Receivable:
DrivenIQ (1)	$	790,000	$	-
F&B Social LLC (2)	$	55,000	$	-
Total Notes Receivable	$	845,000	$	-

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

Total Investments	$	5,330,000	$	-

	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.

Convertible Notes:	31-May-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)	$	3,316,946	$	-
Total Convertible Notes, net of discount	$	8,176,804	$	250,000

Current portion of long-term debt and notes payable	$	1,550,000	$	250,000
Total notes payable less current portion	$	6,626,804	$	-

	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.

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

10.3		Secured Convertible Promissory Note with New York Farms Group, Inc. dated March 1, 2022

10.4		Secured Convertible Promissory Note with Seacor Capital, Inc. dated March 4, 2022

10.5		Convertible Promissory Note with Sky Direct LLC. dated March 1, 2021

10.6		Convertible Promissory Note Agreement with Seacor Capital, Inc. dated October 5, 2021

10.7		Secured Convertible Promissory Note Agreement with EROP Enterprises LLC dated July 1, 2022

10.8		Security Purchase Agreements with Arena, Inc. dated May 27, 2022

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.