Balance Labs, Inc 10-K for FY2022

Balance Labs, Inc. (BLNC)

10-K 2023-04-17 For: 2022-12-31

Added on April 06, 2026

About this 10-K

Balance Labs, Inc filed this 10-K on April 17, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $247.5K; down 60.4% from $624.59K a year earlier
Net loss: $768.35K; compared with a net loss of $796.7K a year earlier
Diluted EPS: $0.04; unchanged from $0.04 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		47-1146785
(State or other jurisdiction of Identification No.)		(I.R.S. Employer incorporation or organization)

407 Lincoln Road, Suite 701, Miami Beach, FL		33139
(Address of principal executive offices)		(Zip Code)

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

		Page
	PART I

Item 1.	Business	4

Item 1A.	Risk Factors	6

Item 1B.	Unresolved Staff Comments	11

Item 2.	Properties	11

Item 3.	Legal Proceedings	11

Item 4.	Mine Safety Disclosures	11

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12

Item 6.	Selected Financial Data	12

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	16

Item 8.	Financial Statements and Supplementary Data	16

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	17

Item 9A.	Controls and Procedures	17

Item 9B.	Other Information	18

Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	18

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	18

Item 11.	Executive Compensation	21

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22

Item 13.	Certain Relationships and Related Transactions, and Director Independence	22

Item 14.	Principal Accountant Fees and Services	24

	PART IV

Item 15.	Exhibits, Financial Statement Schedules	25

Item 16.	Form 10-K Summary	25

SIGNATURES		26

●	Business model development, including marketing research, naming and branding
●	Business plan writing
●	Financial modeling
●	Website & mobile app development
●	Employee and board member recruitment
●	Patent/trademark filing assistance
●	Professional introductions
●	Product or service development
●	Product production
●	Develop marketing material
●	Product or service placement
●	Celebrity endorsements
●	Introductions to professional services such as legal & accounting
●	In the future we plan to offer executive office sharing and additional ancillary services

	Common Stock
	High		Low
Fiscal Year Ended December 31, 2021:
Fiscal Quarter Ended March 31, 2021	$	1.25	$	0.75
Fiscal Quarter Ended June 30, 2021	$	1.25	$	0.51
Fiscal Quarter Ended September 30, 2021	$	1.00	$	1.00
Fiscal Quarter Ended December 31, 2021	$	0.72	$	0.72

Fiscal Year Ended December 31, 2022:
Fiscal Quarter Ended March 31, 2022	$	0.86	$	0.72
Fiscal Quarter Ended June 30, 2022	$	1.00	$	0.73
Fiscal Quarter Ended September 30, 2022	$	0.73	$	0.47
Fiscal Quarter Ended December 31, 2022	$	1.00	$	0.23

	December 31, 2022			December 31, 2021

Cash	$	235,311		$	227,558
Working capital (deficiency)	$	(3,681,157	)	$	(2,962,958	)

	December 31, 2022			December 31, 2021

Assets

Current Assets
Cash and cash equivalents	$	235,311		$	227,558
Accounts receivable		45,000			22,500
Interest receivable, net of allowance of $10,714		-			12,932
Marketable securities		148,808			550,057
Note receivable, net of discount of $0 and $3,308 as of December 31, 2022, and December 31, 2021 and allowance of $141,000 and $0		-			162,692
Total Current Assets		429,119			975,739

Other Assets
Due from related party		-			20,000
Investment at fair value		-			18,812
Total Other Assets		-			38,812

Total Assets	$	429,119		$	1,014,551

Liabilities and Stockholders’ Deficit

Current Liabilities
Accounts payable and accrued expenses	$	1,220,017		$	1,010,028
Accounts payable - related party		911,659			851,659
Short -term advances - related party		1,673,558			1,673,558
Convertible note payable		25,000			25,000
Convertible notes payable - related party, net of debt discount of $0 and $3,428 as of December 31, 2022, and December 31, 2021		173,192			169,764
Notes payable - related party		106,850			106,850
Accumulated losses of unconsolidated investees in excess of investment		-			101,838
Total Current Liabilities		4,110,276			3,938,697

Long Term Liabilities
Convertible note payable, net of debt discount of $19,845 and $31,185 as of December 31, 2022, and December 31, 2021		480,155			468,815
Total Long Term Liabilities		480,155			468,815

Total Liabilities		4,590,431			4,407,512

Commitments and Contingencies (Note 8)		-			-

Stockholders’ Deficit
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding as of December 31, 2022, and December 31, 2021		-			-
Common stock, $0.0001 par value: authorized 500,000,000, 21,674,000 and 21,674,000 shares issued and outstanding as of December 31, 2022, and December 31, 2021, respectively		2,167			2,167
Additional paid-in capital		810,048			810,048
Accumulated deficit		(4,973,527	)		(4,205,176	)
Stockholders’ Deficit		(4,161,312	)		(3,392,961	)

Total Stockholders’ Deficit		(4,161,312	)		(3,392,961	)

Total Liabilities and Stockholders’ Deficit	$	429,119		$	1,014,551

	2022			2021
	For the Years Ended December 31,
	2022			2021

Revenues - related party	$	247,500		$	624,590

Costs and expenses
General and administrative expenses		21,236			29,963
Professional fees		139,263			104,729
Salaries and wages		49,837			145,472
General and administrative expenses - related party		60,000			120,000
Total operating expenses		270,336			400,164

Income (Loss) from operations		(22,836	)		224,426

Other income (expense)
Unrealized loss on marketable securities		(401,250	)		(822,533	)
Bad debt on note receivable and related accrual interest		(151,714	)		-
Net loss allocated from equity method investee		(47,255	)		(13,591)
Accreted interest income and interest income on note receivable		3,311			52,919
Gain on disposal of non-controlling investment		83,064			-
Interest expense (includes amortization of debt discount)		(231,671	)		(244,291	)
Impairment of an investment		-			(195,000	)
Gain on forgiveness of PPP loan		-			34,759
Gain on deconsolidation of Krypto Ventures, Inc.		-			153,907
Total other expense – net		(745,515	)		(1,033,830	)

Net loss	$	(768,351	)	$	(809,404	)

Net loss attributable to non-controlling interest	$	-		$	12,708

Net Loss attributable to the Company	$	(768,351	)	$	(796,696	)

Net Loss per share – basic	$	0.04		$	0.04

Net Loss per share – diluted	$	0.04		$	0.04

Weighted average number of shares – basic		21,674,000			21,674,000

Weighted average number of shares - diluted		21,674,000			21,674,000

	2022			2021
	For the Years December 31,
	2022			2021
Operating activities
Net loss - including non-controlling interest	$	(768,351	)	$	(809,404	)
Adjustments to reconcile net loss to net cash (used) provided by operations
Amortization of debt discount		14,768			14,903
Amortization of expense on note receivable		(3,308	)		(39,692	)
Depreciation expense		-			80
Amortization of website development costs		-			1,336
Bad debt on note receivable and related interest receivable		151,714			-
Impairment of an investment		-			195,000
Net loss from equity method investment		43,812			24,188
Investment received in exchange for consulting services		-			(352,090	)
Unrealized (gain) on available - for - sale securities		401,249			822,533
Gain on deconsolidation of subsidiary (Krypto Ventures, Inc.)		-			(153,907	)
Gain on forgiveness of PPP loan		-			(34,500	)
Gain on disposal of non-controlling investment		(83,064	)		-
Changes in operating assets and liabilities
(Increase) decrease in
Accounts receivable		(22,500	)		(22,500	)
Interest receivable		2,218			(12,168	)
Prepaids		-			25,000
Increase (decrease) in
Accounts payable and accrued expenses		209,989			180,065
Accounts payable and accrued expenses - related party		60,000			120,000
Accumulated losses on unconsolidated investees in excess of investment		1,226			(15,740	)
Net cash from (used in) operating activities		7,753			(56,896	)

Investing activities
Notes receivable		-			(141,000	)
Website development cost		-			(9,500	)
Cash disposed in deconsolidation of subsidiary		-			(53,178	)
Net cash used in investing activities		-			(203,678	)

Financing activities
Proceeds from issuance of note payable, related party		-			25,000
Proceeds from issuance of convertible note payable, related party, net		-			50,000
Proceeds from short term advances, related parties		-			407,500
Net cash provided by financing activities		-			482,500

Net increase in cash		7,753			221,926

Cash and cash equivalents - beginning of period		227,558			5,632

Cash and cash equivalents - end of period	$	235,311		$	227,558

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	900

Supplemental disclosure of non-cash investing and financing activities
Investment at fair value received from issuance of note receivable	$	-		$	43,000
Beneficial conversion features on convertible notes payable - related party	$	-		$	3,799

	Shares		Amount		Capital		Deficit			(Deficit)
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			(Deficit)

December 31, 2020		21,674,000	$	2,167	$	806,249	$	(3,395,772	)	$	(2,587,356	)

Beneficial conversion						3,799					3,799
Net loss		-		-		-		(809,404	)		(809,404	)

December 31, 2021		21,674,000	$	2,167	$	810,048	$	(4,202,176	)	$	(3,392,961	)
Balance		21,674,000	$	2,167	$	810,048	$	(4,202,176	)	$	(3,392,961	)

Net loss		-		-		-		(768,351	)		(768,351	)
December 31, 2022		21,674,000	$	2,167	$	810,048	$	(4,973,527	)	$	(4,161,312	)
Balance		21,674,000	$	2,167	$	810,048	$	(4,973,527	)	$	(4,161,312	)

Consideration
Shares of common stock 119,584,736 - W Technologies, Inc.	$	-

Fair value of consideration received	$	-

Recognized amounts of identifiable assets sold and liabilities assumed by W Tech:

Cash	$	53,178
Trademark		2,835
Intangible assets – net		9,500
Total assets assigned to W Tech		65,513

Accounts payable and accrued expenses		56,489
Due to Related Party		25,764
Due to Lyons Capital, LLC		25,000
Note payable		112,167
Total liabilities assumed by W Tech		219,420

Total net liabilities assumed by W Tech		153,907

Gain on deconsolidation of Krypto Ventures, Inc.	$	153,907

	Total		(Level 1)		(Level 2)		(Level 3)
Fair-value – equity securities	$	148,808	$	148,808	$	-	$	-
Total Assets measured at fair value	$	148,808	$	148,808	$	-	$	-

Warrants
	December 31, 2022			December 31, 2021
Term		3			3
Volatility		30	%		30	%
Annual rate of Quarterly Dividends		0	%		0	%
Discount Rate - Bond Equivalent Yield		1.940	%		1.940	%

Number of Warrants	Weighted Average Exercise Price
Balance at December 31, 2020		640,000		$	1.00

Granted		-			-
Exercised		-			-
Expired		(600,000	)		-

Balance at December 31, 2021		40,000		$	1.00
Granted		-			-
Exercised		-			-
Expired		(40,000	)		-

Balance at December 31, 2022		0		$	1.00

	December 31, 2022			December 31, 2021
16^th Avenues Associates	$	500,000		$	500,000
Debt discount		(19,845	)		(31,185	)
Convertible note payable – long term	$	480,155		$	468,815

	December 31, 2022		December 31, 2021
Balance Group LLC	$	66,850	$	66,850
The Foundation		40,000		40,000
Note Payable – related party	$	106,850	$	106,850

	December 31, 2022			December 31, 2021
Newell Trading Group	$	500,000		$	500,000
Debt discount		(19,845	)		(31,185	)
Convertible note payable – long term	$	480,155		$	468,815

	As of December 31, 2022			As of December 31, 2021
Temporary Differences	$	247,534		$	232,327
Unrealized gains		120,135			84,399
Impairment losses on investment		324,364			208,471
Net operating loss carryforward		286,626			339,152
Total gross deferred tax assets		(978,659	)		(864,349	)

Net deferred tax assets	$	-		$	-

	For the Year ended December 31, 2022			For the Year ended December 31, 2021

Expected federal statutory rate		(21	)%		(21	)%
State Effect on tax rate, net of federal benefit		(4.35	)%		(4.35	)%
Permanent differences		(5.75	)%		(5.75	)%
Change in valuation allowance		31.1	%		31.1	%

Income tax provision (benefit)		-			-

(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and

(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Name	Age	Positions
Michael D. Farkas	50	President, Chief Executive Officer and Chairman of the Board
Ari Feldman	50	Chief Financial Officer
Carmen Villegas	35	Secretary and Director
Aviv Hillo	57	Director

●	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

●	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●	subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

●	found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

●	the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●	the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

										Non-
										Equity Incentive		Non- Qualified		All
Name and						Stock		Option		Plan		Deferred		Other
Principal		Salary		Bonus		Awards		Awards		Compensation		Compensation		Compensation		Totals
Position	Year	($)		($)		($)		($)		($)		Earnings ($)		($)		($)
Michael D. Farkas	2022	$	60,000	$	-	$	-	$	-	$	-	$	-	$	-	$	60,000
President and CEO (1)	2021	$	120,000	$	-	$	-	$	-	$	-	$	-	$	-	$	120,000
Ari Feldman	2022	$	21,000	$	-	$	-	$	-	$	-	$	-	$	-	$	21,000

Name	Number of Shares Beneficially Owned (3)(4)		Percent of Class (1)

Michael D. Farkas (2)		12,987,415		59.9	%

Carmen Villegas		150,000		*

Aviv Hillo		-		0	%

All Executive Officers and Directors as a group (3 individuals)		13,137,415		60.6	%

5% or Greater Shareholders
Balance Holdings LLC (2)		11,888,889		54.99	%

Shilo Holding Group LLC (2)		1,098,526		5.08	%

The Sammy Farkas Foundation		5,614,000		25.9	%

(1)	Based on 21,674,000 shares of common stock outstanding as of March 31, 2023.
(2)	Michael D. Farkas holds 11,888,889, 1,400 and 1,098,526 shares of common stock through Balance Holdings, LLC, Shilo Security Solutions, Inc, and Shilo Holding Group LLC, respectively.
(3)	Beneficial ownership is determined in accordance with Rule 13D-3(a) of the Exchange Act and generally includes voting or investment power with respect to securities.
(4)	The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

	2022		2021

Audit Fees (1)	$	15,000	$	38,129
Audit-Related Fees (2)		—		—
Tax Fees (3)		—		—
All Other Fees (4)		—		—
Total Accounting fees and Services	$	15,000	$	38,129

1)	Audit Fees. These are fees for professional services for the audit of our annual consolidated financial statements, and for the review of the consolidated financial statements included in our filings on Form 10-K and Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.
2)	Audit-Related Fees. These are fees for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s consolidated financial statements.
3)	Tax Fees. These are fees for professional services rendered by the principal accountant with respect to tax compliance, tax advice and tax planning.
4)	All Other Fees. These are fees for products and services provided by the principal accountant, other than the services reported above.

Exhibit No.		Title
3.1		Certificate of Incorporation (1)
3.2		By-laws (1)
4.2		10% Convertible Debenture by and between the Company and Newel dated April 1, 2016 (3)
4.3		Warrant to Purchase Common Stock by and between the Company and Newel dated April 1, 2016 (3)
4.4		Description of Securities (6)
4.5		Convertible Promissory Note dated June 28, 2021 (5)
10.1		Consulting Agreement between Michael Farkas and the Company dated February 6, 2015 (1)
10.2		Service Agreement between Bang Holdings Corp. and the Company dated August 22, 2014 (1)
10.3		Form of Securities Purchase Agreement dated September 17, 2015, by and between Balance Labs, Inc. and certain investors (2)
10.4		Investment Agreement by and between the Company and Newel dated April 1, 2016 (3)
10.5		Registration Rights Agreement by and between the Company and Newel dated April 1, 2016 (3)
10.6		Promissory Note between Four Acquisitions Tech LTD and Balance Labs, Inc. dated September 30, 2021 (6)
10.7		Promissory Note between Four Acquisitions Tech Ltd. and Balance Labs, Inc. dated January 29, 2021 (6)
10.8		Form of Promissory note (6)
21.1		Subsidiaries (4)
31.1		Certification of principal executive officer pursuant to Section 3.02 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith
(1)	Incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on March 24, 2015.
(2)	Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015.
(3)	Incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 8, 2016.
(4)	Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on Mary 28, 2020.
(5)	Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 19, 2021.
(6)	Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on March 31, 2022.

	BALANCE LABS, INC.

	By:	/s/ Michael D. Farkas
		Michael D. Farkas
		President, Chief Executive Officer and Chairman of the Board
		(Principal Executive Officer)

Signature	Title	Date

/s/ Michael D. Farkas	President, Chief Executive Officer	April 17, 2023
Michael D. Farkas	and Chairman of the Board
	(Principal Executive Officer and Principal Financial Officer)

/s/ Ari Feldman	Chief Financial Officer	April 17, 2023
Ari Feldman	(Principal Financial Officer)

/s/ Carmen Villegas	Secretary and Director	April 17, 2023
Carmen Villegas

/s/ Aviv Hillo	Director	April 17, 2023
Aviv Hillo

1.	I have reviewed this annual report on Form 10-K of Balance Labs, Inc. for the year ended December 31, 2022;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this interim report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	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;

	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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

	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 controls over financial reporting.