Realloys Inc 10-K for FY2021

Realloys Inc. (ALOY)

10-K 2022-03-31 For: 2021-12-31

Added on April 12, 2026

About this 10-K

Realloys Inc filed this 10-K on March 31, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $6.11M; up 81.5% from $3.37M a year earlier
Net loss: $2.62M; compared with a net loss of $354.91K a year earlier

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5430 LBJ Freeway, Suite 1485, Dallas, Texas	75240
(Address of principal executive offices)	(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	BLBX	NASDAQ

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

		Page
INTRODUCTORY COMMENT		1
FORWARD LOOKING STATEMENTS		1

PART I		2
Item 1.	Business	2
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties	21
Item 3.	Legal Proceedings	22
Item 4.	Mine Safety Disclosures	22

PART II		23
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matter and Issuer Purchases of Equity Securities	23
Item 6.	Selected Financial Data	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	28
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	28
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	30
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	30

PART III		31
Item 10.	Directors, Executive Officers and Corporate Governance	31
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	31
Item 14.	Principal Accountant Fees and Services	31

PART IV		32
Item 15.	Exhibits and Financial Statement Schedules	32
Item 16.	Form 10-K Summary	33

SIGNATURES		34

	Year ended December 31,
	2021			2020
Net loss	$	(2,615,736	)	$	(354,911	)
Adjustments:
Interest expense		135,492			174,083
Depreciation and amortization expense		19,721			12,884
Convertible note financing		-			500,469
Gain on derivative liability		-			(1,155,718	)
Default expense		-			24,750
Amortization of debt discount		247,522			398,629
Gain on forgiveness of note payable		(33,405	)		-
Stock based compensation		1,353,020			100,100
Total Adjustments		1,722,350			55,197
EBITDA	$	(893,386	)	$	(299,714	)

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID #76)	F-1
Balance Sheets as of December 31, 2021 and 2020	F-2
Statements of Operations for the years ended December 31, 2021 and 2020	F-3
Statements of Stockholders’ Deficit for the years ended December 31, 2021 and 2020	F-4
Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-5
Notes to Financial Statements	F-6 – F-15

Exhibit	Description
2.1	Form of Share Exchange Agreement dated December 1, 2015, by and among SMSA Ballinger Acquisition Corp., Tiger Trade Technologies, Inc. and the stockholders of Tiger Trade (incorporated by reference to Exhibit 2.1 of the Company’s Information Statement on Form 8-K filed with the Commission on December 7, 2015).
3.1	Articles of Incorporation of SMSA Ballinger Acquisition Corp. (incorporated by reference to Exhibit 3.4 of the Company's Registration Statement on Form 10-12G filed with the Commission on August 5, 2014).
3.2	Certificate of Designation of Series A Preferred Stock dated December 1, 2015 (incorporated by reference to Exhibit 3.1 of the Company’s Information Statement on Form 8-K filed with the Commission on December 7, 2015).
3.3	Certificate of Amendment to Articles of Incorporation dated effective March 9, 2016. (incorporated by reference to Exhibit 3.9 of the Company’s Annual Report on Form 10-K filed with the Commission on April 14, 2016).
3.4	Certificate of Amendment to Articles of Incorporation dated effective as of July 15, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 15, 2019)
3.5	Bylaws of SMSA Ballinger Acquisition Corp. (incorporated by reference to Exhibit 3.5 of the Company's Registration Statement on Form 10-12G filed with the Commission on November 27, 2013).
4.1	Description of Securities (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed with the Commission on April 16, 2020)
4.2	Form of 8% Fixed Convertible Promissory Note of Blackboxstocks, Inc. dated May 21, 2019 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)
4.3	Form of Warrant for the Purchase of Common Stock (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)
4.4	Form of 8% Fixed Convertible Promissory Note of Blackboxstocks, Inc. dated July 17, 2019 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 30, 2019)
4.5	Form of First Amendment to 8% Fixed Convertible Promissory Note of Blackboxstocks, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Commission on July 30, 2019)

10.1	Second Amendment to Office Lease dated September 19, 2017 between Teachers Insurance and Annuity Association of America and Blackboxstocks, Inc. (incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K filed with the Commission on April 17, 2018).
10.2	Loan Agreement dated November 12, 2020 between FPV Servicing LLC and Blackboxstocks, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2020)
10.3	Securities Purchase Agreement dated April 10, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)
10.4	Securities Purchase Agreement dated May 3, 2019 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)
10.5	Securities Purchase Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)
10.6	Note dated November 12, 2020 payable to Feenix Venture Partners Opportunity Fund II LP (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2020)
10.7	Security Agreement dated November 12, 2020 between FPV Servicing LLC and Blackboxstocks, Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2020)
10.8	Blackboxstocks, Inc. 2021 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed on August 11, 2021)
10.9	Amendment No. 1 to Loan Agreement dated March 9, 2022 between FPV Servicing LLC and Blackboxstocks, Inc.*
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350*
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350*
101.1	Inline Interactive data files pursuant to Rule 405 of Regulation S-T*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

Date: March 31, 2022	BLACKBOXSTOCKS INC.

	By:	/s/ Gust Kepler
		Gust Kepler
		President, Chief Executive Officer and Director

Name		Title

/s/ Gust Kepler		President and Chief Executive Officer and Director
Gust Kepler		(Principal Executive Officer)

/s/ Robert Winspear		Chief Financial Officer, Secretary and Director
Robert Winspear		(Principal Accounting and Financial Officer)

/s/ Andrew Malloy		Director
Andrew Malloy

/s/ Ray Balestri		Director
Ray Balestri

/s/ Dalya Sulaiman		Director
Dalya Sulaiman

	December 31,
	2021			2020

Assets
Current assets:
Cash	$	2,426,497		$	972,825
Accounts receivable, net of allowance for doubtful accounts of $68,589 at December 31, 2021 and 2020, respectively		18,585			17,990
Inventory		13,567			17,661
Marketable securities		8,015,882			-
Prepaid expenses and other current assets		227,440			44,643
Prepaid expenses, related party (Note 7)		-			36,700
Total current assets		10,701,971			1,089,819

Property and equipment:
Office, computer and related equipment, net of depreciation of $81,682 and $61,961 at December 31, 2021 and 2020, respectively		49,873			5,682
Right of use lease, net of amortization of $150,829 and $97,725 at December 31, 2021 and 2020, respectively		398,270			62,348
Total property and equipment		448,143			68,030

Total assets	$	11,150,114		$	1,157,849

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
Accounts payable	$	585,615		$	352,545
Accrued interest		6,544			10,425
Unearned subscriptions		1,302,036			1,016,157
Lease liability right of use, current		62,630			40,473
Other liabilities		-			180,000
Senior secured note payable, net of debt issuance costs of $46,597 and $-0- at December 31, 2021 and 2020, respectively (Note 8)		943,403			10,000
Convertible notes payable, net of discount of $-0- and $194,267 at December 31, 2021 and 2020, respectively (Note 8)		-			257,150
Note payable, current portion (Note 8)		28,448			131,605
Notes payable, related party (Note 8)		-			859
Total current liabilities		2,928,676			1,999,214

Long term liabilities:
Senior secured note payable, long term, net of debt issuance costs of $-0- and $99,852 at December 31, 2021 and 2020, respectively (Note 8)		-			890,148
Note payable (Note 8)		68,347			-
Lease liability right of use, long term		335,641			26,241
Total long term liabilities		403,988			916,389

Commitments and contingencies (Note 9)

Stockholders' equity (deficit)
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and 2020, respectively		-			-
Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 3,269,998 and 5,000,000 issued and outstanding at December 31, 2021 and 2020, respectively		3,270			5,000
Common stock, $0.001 par value, 100,000,000 shares authorized: 13,099,272 and 8,410,386 issued and outstanding at December 31, 2021 and 2020, respectively		13,099			8,410
Common stock subscribed		-			12,500
Common stock payable		15,000			-
Additional paid in capital		17,586,635			5,401,154
Accumulated deficit		(9,800,554	)		(7,184,818	)
Total stockholders' equity (deficit)		7,817,450			(1,757,754	)

Total liabilities and stockholders' equity (deficit)	$	11,150,114		$	1,157,849

	Preferred Stock				Series A						Common Stock				Common Stock			Common Stock		Additional Paid in			Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Subscribed			Payable		Capital			Deficit			Total

Balances, December 31, 2019		-	$	-		5,000,000		$	5,000			7,908,231	$	7,908	$	35,060		$	-	$	3,443,640		$	(6,829,907	)	$	(3,338,299	)

Issuance of shares for cash, net of fees		-		-		-			-			346,533		347		-			-		430,195			-			430,542

Subscription shares cancelled		-		-		-			-			-		-		(22,560	)		-		-			-			(22,560	)

Issuance of shares pursuant to convertible note payables		-		-		-			-			51,283		51		-			-		145,472			-			145,523

Issuance of shares in settlement of expenses		-		-		-			-			56,339		56		-			-		112,294			-			112,350

Issuance of shares in exchange for services		-		-		-			-			48,000		48		-			-		93,552			-			93,600

Convertible note forbearance extinguishment of derivative liability		-		-		-			-			-		-		-			-		522,065			-			522,065

Warrants issued for amendment of convertible notes payable		-		-		-			-			-		-		-			-		653,936			-			653,936

Net loss		-		-		-			-			-		-		-			-		-			(354,911	)		(354,911	)

Balances, December 31, 2020		-	$	-		5,000,000		$	5,000			8,410,386	$	8,410	$	12,500		$	-	$	5,401,154		$	(7,184,818	)	$	(1,757,754	)

Issuance of shares and warrants for cash, net of fees		-		-		-			-			2,470,772		2,471		-			-		10,655,449			-			10,657,920

Issuance of subscribed shares		-		-		-			-			6,411		6		(12,500	)		-		12,494			-			-

Issuance of shares in settlement of liabilities		-		-		-			-			92,308		93		-			-		179,907			-			180,000

Issuance of shares for services		-		-		-			-			175,000		175		-			-		668,325			-			668,500

Issuance of shares from conversion of Series A preferred shares		-		-		(1,730,002	)		(1,730	)		1,730,002		1,730		-			-		-			-			-

Common stock payable for compensation		-		-		-			-			-		-		-			15,000		-			-			15,000

Issuance of shares for cashless exercise of warrants		-		-		-			-			214,393		214		-			-		(214	)		-			-

Issuance of warrants for compensation		-		-		-			-			-		-		-			-		165,431			-			165,431

Issuance of options for compensation		-		-		-			-			-		-		-			-		504,089			-			504,089

Other comprehensive income		-		-		-			-			-		-		-			-		-			-			-

Net loss		-		-		-			-			-		-		-			-		-			(2,615,736	)		(2,615,736	)

Balances, December 31, 2021		-	$	-		3,269,998		$	3,270			13,099,272	$	13,099	$	-		$	15,000	$	17,586,635		$	(9,800,554	)	$	7,817,450

	2021		2020

Series A Convertible Preferred Shares		3,269,998		5,000,000
Conversion rate		0.2		1.0
Common shares after conversion		654,000		5,000,000
Option shares		675,833		0
Warrant shares		558,336		479,554

	Level 1		Level 2		Level 3		Total

Balance at January 1, 2021	$	-	$	-	$	-	$	-

Additions		8,004,170		-		-		8,004,170

Change in fair value		11,712		-		-		11,712

Balance at December 31, 2021	$	8,015,882	$	-	$	-	$	8,015,882

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Warrants as of December 31, 2019		84,295		$	1.95		4.45
Issued		510,644		$	0.84		5.00
Exercised		(115,385	)	$	0.01		-
Warrants as of December 31, 2020		479,554		$	1.24		4.34
Issued		328,731		$	3.77		7.01
Exercised		(249,949	)	$	1.04		3.77
Warrants as of December 31, 2021		558,336		$	3.28		5.09

Year Ending December 31,	Amount
2022	$	88,786
2023		87,934
2024		89,948
2025		91,122
2026		93,136
Thereafter		167,645
	$	618,571

	2021			2020
Income tax benefit at statutory rate	$	549,000		$	75,000
Temporary differences		-			-
Permanent differences		(153,000	)		233,000
Valuation allowance		(396,000	)		(308,000	)
Provision for federal income taxes	$	-		$	-

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 31, 2022	/s/ Gust Kepler
	Gust Kepler
	Principal Executive Officer