Bioregenx, Inc 10-Q for FY2023 Q3
Bioregenx, Inc. (BRGX)
About this 10-Q
Bioregenx, Inc filed this 10-Q on November 20, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3690
- down 67.3% from $11.28K a year earlier
- Net loss
- $3691
- compared with a net loss of $2191 a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
OR
For the transition period from _____________to
Commission file number:
(Exact name of Company in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification) |
(Address of principal executive offices, including zip code)
Registrant's Telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g)
of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the part 90 days.
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (section 232.406 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant's only class of common stock, as of November 20, 2023 was shares of its $0.001 par value common stock.
No documents are incorporated into the text by reference.
PART I - FINANCIAL INFORMATION
This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934. These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
Item 1. Financial Statements
| 2 |
FINDIT, INC.
CONDENSED BALANCE SHEETS
| September 30, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| Non-Current Assets: | ||||||||
| Domain Name & Website, net of amortization of $55,958 and $51,509, respectively | ||||||||
| Investment in Chill N Out Chryotherapy – related party | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Current Portion Long-Term Debt | ||||||||
| Loans Payable – Related Party | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Debt | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Deficit: | ||||||||
| Preferred Stock, Series A, $ par value, shares authorized, shares issued and outstanding | ||||||||
| Preferred Stock, Series B, $ par value, shares authorized, shares issued and outstanding | ||||||||
| Common Stock, $ par value, shares authorized, and issued and outstanding, respectively | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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FINDIT, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues: | ||||||||||||||||
| Findit Services | $ | $ | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Advertising and Marketing Expenses | ||||||||||||||||
| Amortization Expense | ||||||||||||||||
| Consulting Services | ||||||||||||||||
| Content Writing | ||||||||||||||||
| General and Administrative Expense | ||||||||||||||||
| Professional Fees | ||||||||||||||||
| Programming Fees | ||||||||||||||||
| Web Design and Hosting Expense | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Expense: | ||||||||||||||||
| Loss on conversion of debt – related party | ( | ) | ||||||||||||||
| Interest Expense | ( | ) | ( | ) | ||||||||||||
| Total Other Expense | ( | ) | ( | ) | ||||||||||||
| Loss Before Provision for Income Tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Income Tax | ||||||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Comprehensive Income (Loss) | ||||||||||||||||
| Unrealized gain (loss) on available-for-sale securities | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Comprehensive Income (Loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Income (Loss) Per Share, Basic and Diluted | $ | ) | $ | $ | ) | $ | ) | |||||||||
| Weighted Average Shares Outstanding, Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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FINDIT, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
For the Three and Nine Months Ended September 30, 2023 and 2022
| Common Stock | Preferred Stock, Series A | Preferred Stock, Series B | Additional Paid in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||||||||||
| Shares issued for debt and services – related party | ||||||||||||||||||||||||||||||||||||
| Net Loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net Loss | – | – | – | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net Loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Common Stock | Preferred Stock, Series A | Preferred Stock, Series B | Additional Paid in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net Loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net Loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, June 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net income | – | – | – | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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FINDIT, INC.
CONDENSED STATEMENTS OF CASHFLOWS
(Unaudited)
| For the Nine Months Ended September 30, | ||||||||
| Cash Flow from Operating Activities: | 2023 | 2022 | ||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Amortization expense | ||||||||
| Investment in Chill N Out Cryotherapy – related party | ||||||||
| Common stock issued for services | ||||||||
| Common stock issued for expenses– related party | ||||||||
| Loss on conversion of debt – related party | ||||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts payable | ||||||||
| Deferred revenue | ||||||||
| Net Cash Used by Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Repayment of loans – related party | ( | ) | ||||||
| Proceeds from loans payable – related party | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Change in Cash | ( | ) | ||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Cash Paid During the Period for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
| Supplemental non-cash disclosure: | ||||||||
| Unrealized loss on available-for-sale securities | $ | ( | ) | $ | ( | ) | ||
| Common stock issued debt – related party | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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FINDIT, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
NOTE 1 – ORGANIZATION & NATURE OF OPERATIONS
FINDIT, Inc., “the Company”, was organized on December 23, 1998 as a Nevada Corporation. The Company offers online products and services that consists of content distribution, content creation, web development, Search Engine Optimization, Social Media, and Social Networking Marketing Campaigns. Products and services include news and press release distribution, Findit extension domains we call Vanity Keyword URLs, Findit Prime which is a bundled package of press release distribution, vanity URL, URL submissions into the Findit search engine and social media promoted posts.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Our unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in our financial statements for the fiscal year ended December 31, 2022. In the opinion of our management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position, as of September 30, 2023, and the results of our operations and cash flows for the three months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2023.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.
Intangible Assets
Intangible assets are amortized over a period of fifteen years on a straight-line basis and consist principally of the cost to acquire the Company’s domain name.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been
prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal
course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of
$
| 7 |
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations as they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, and/or private placement of common stock.
In order to mitigate the conditions that raise substantial doubt about our ability to continue as a going concern, the company has exited the CBD oil business which consumed substantial capital and resources and has streamlined operational costs.
NOTE 4 – INVESTMENTS
On November 25, 2020, the Company purchased
shares of the common stock of Chill N Out Cryotherapy at $0.01 per share in exchange for technical services provided. This investment
meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities
as of the reporting date. As of September 30, 2023 and December 31, 2022, the shares of Chill N Out Cryotherapy have a reported market
value of $
NOTE 5 – DEBT
The Company borrowed $
The Company borrowed $
As of September 30, 2023, no payments towards the balance due and the loan may be considered in default.
| September 30, 2023 | December 31, 2022 | |||||||
| SBA Loan – July 20, 2020 | $ | $ | ||||||
| SBA Loan – July 17, 2021 | ||||||||
| Total | $ | $ | ||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Long term portion | $ | $ | ||||||
NOTE 6 – PREFERRED STOCK
Series A Preferred Stock
The Series A Preferred Stock holds a voting weight of 2,500 common shares, is not entitled to receive dividends and has no liquidation rights.
Series B Preferred Stock
The Series B Preferred Stock holds a voting weight of 1,000 common shares, is not entitled to receive dividends and has no liquidation rights.
NOTE 7 – COMMON STOCK TRANSACTIONS
During the nine months ended September 30, 2023,
the Company issued shares of common stock for services. The shares were valued at $0.0816, the closing stock price on the date
of grant, for total non-cash compensation expense of $
NOTE 8 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2022, the Company
received a total cash advance from Classworx Inc of $
During the year ended December 31, 2022, the Company
received a total cash advance from Thomas Powers, CEO of $
| 8 |
During the year ended December 31, 2022, the Company
received a total cash advance from TransworldNews, Inc. of $
During the nine months ended September 30, 2023,
Mr. Powers advanced the Company $
NOTE 9 - SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events that require disclosure in these financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview of Current Operations
Findit continues as a premium content management platform that enables members to post and manage status updates, podcasts and music, pictures, and video. All posted contented is optimized for SEO and sharing to social networks. Findit also indexes all content in its own search engine for easy retrieval and content discovery. Members can create their own, unique internet URL on Findit to further optimize indexing, search results placement and citation in internet search engines. Findit is an open platform meaning that all content is discoverable by search engines for indexing. Findit is focused on the development of monetized internet-based web products and content.
Results of Operations
For the three months ended September 30, 2023 and 2022
For the three months ended September 30, 2023, the Company received total revenues from Findit services of $3,690 with cost of goods sold of $0 resulting in a gross margin of $3,690. Comparatively, for the three months ended September 30, 2022, the Company received total revenues from Findit services of $11,283 with cost of goods sold of $0 resulting in a gross margin of $11,283.
For the three months ended September 30, 2023, the Company incurred total operating expenses of $5,335 which consisted of amortization expense of $1,483, web design and hosting expense of $2,849 and general and administrative expenses of $1,003. Comparatively, for the three months ended September 30, 2022, the Company incurred total operating expenses of $13,474 which consisted of amortization expense of $1,483, professional fees of $836, programming fees of $1,100, web design and hosting expense of $3,681 and general and administrative expenses of $6,374.
For the three months ended September 30, 2023 and 2022, the Company had a loss from operations of ($1,645) and $(2,191), respectively.
For the three months ended September 30, 2023 and 2022, the Company had interest expense of $(2,046) and $0, respectively resulting in total other expense of $(2,046) and $0 for the respective periods.
For the three months ended September 30, 2023 and 2022, the Company had a net loss of $(3,691) and $(2,191), respectively.
For the three months ended September 30, 2023 and 2022, the Company had an unrealized gain (loss) on available-for-sale securities of $(50,800) and $20,400, respectively resulting in total comprehensive income (loss) of $(54,491) and $18,209, respectively.
For the nine months ended September 30, 2023 and 2022
For the nine months ended September 30, 2023, the Company received total revenues from Findit services of $17,175 with cost of goods sold of $0 resulting in a gross margin of $17,175. Comparatively, for the nine months ended September 30, 2022, the Company received total revenues from Findit services of $33,245 with cost of goods sold of $0 resulting in a gross margin of $33,245.
For the nine months ended September 30, 2023, the Company incurred total operating expenses of $113,617 which consisted of advertising and marketing expenses of $245, amortization expense of $4,449, consulting services of $81,600, web design and hosting expense of $12,762, professional fees of $1,800, programming fees of $700 and general and administrative expenses of $12,061. Comparatively, for the nine months ended September 30, 2022, the Company incurred total operating expenses of $106,018 which consisted of advertising and marketing expenses of $6,043, amortization expense of $4,449, content writing of $21,750, professional fees of $27,613, programming fees of $9,150, web design and hosting expense of $16,129 and general and administrative expenses of $20,884.
For the nine months ended September 30, 2023 and 2022, the Company had a loss from operations of ($96,442) and $(72,773), respectively.
For the nine months ended September 30, 2023 and 2022, the Company had loss on conversion of debt-related party of $(453,232) and $0, respectively and interest expense of $(6,178) and $0, respectively resulting in total other expense of $(459,410) and $0 for the respective periods.
For the nine months ended September 30, 2023 and 2022, the Company had a net loss of $(555,852) and $(72,773), respectively.
For the nine months ended September 30, 2023 and 2022, the Company had an unrealized gain (loss) on available-for-sale securities of $(20,800) and $39,000, respectively resulting in total comprehensive income (loss) of $(576,652) and $(111,773), respectively.
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Liquidity and Capital Resources
For the nine months ended September 30, 2023 and 2022
For the nine months ended September 30, 2023, the Company had a net loss of $(576,652). For the nine months ended September 30, 2023, the Company incurred amortization expense of $4,449, investment in Chill N Out Cryotherapy-related party of $20,800, common stock issued for services of $81,600, common stock issued for expenses-related party of $8,539, loss on conversion of debt-related party of $453,232 and accounts payable of $6,424 resulting in net cash used by operating activities of $(1,608).
For the nine months ended September 30, 2022, the Company had a net loss of $(111,773). For nine months ended September 30, 2022, the Company incurred amortization expense of $4,449, investment in Chill N Out Cryotherapy-related party of $39,000, accounts payable of $5,369 and deferred revenue of $2,667 resulting in net cash used by operating activities of $(60,288).
For the nine months ended September 30, 2023 and 2022, the Company did not pursue any investing activities.
For the nine months ended September 30, 2023, the Company made repayment of loans-related party of $(110) and proceeds from loans payable-related party of $1,800 resulting in net cash used by financing activities of $(1,690).
For the nine months ended September 30, 2023, the Company had proceeds from loans payable – related party of $37,471.
Management intends to raise additional debt or equity financing to fund ongoing operations and for necessary working capital. However, there is no assurance that such financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs.
Notwithstanding, the Company anticipates generating losses and therefore may be unable to continue operations in the future. The Company anticipates it will require additional capital in order to develop its business. The Company may use a combination of equity and/or debt instruments or enter into a strategic arrangement with a third party. Management has yet to find a solution to its funding requirements.
Going Concern
Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.
Therefore, management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Summary of any product research and development that we will perform for the term of our plan of operation.
At this time, the Company has no product research, nor development taking place, pending funding. As such, research is not required at this time.
Significant changes in the number of employees
We currently have a total of five employees, two of which serve as our officers, one employee who serves as the Company controller and two employees who work in the engineering and design facility. We are dependent upon our officers for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.
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Critical Accounting Policies and Estimates
Revenue Recognition: The Company recognizes revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.
Recent Pronouncements
The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's current financial position and results of operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identification material weaknesses in our internal control over financial reporting as described below.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2023. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of September 30, 2023. Our CEO concluded we have material weaknesses due to lack of segregation of duties, a limited corporate governance structure, and a lack of a formal management review process over preparation of financial information. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
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Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported the following material weaknesses:
Certain reports that we prepare, and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review and are not submitted timely to the Board of Directors for review or approval; and
Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements.
Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures.
The Company lacks adequate financial reporting capabilities – Due to the minimal operations and small size of the Company we have not employed individuals that have the necessary accounting knowledge and expertise to ensure accurate financial reporting under US GAAP.
The Company lacks appropriate information technology controls – As of September 30, 2023, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We may not be able to fully remediate the material weaknesses until we expand operations at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting
During the nine months ended September 30, 2023, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 13 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Not applicable to smaller reporting companies
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the nine months ended September 30, 2023, the Company issued 6,005,400 shares of common stock to Mr. Powers, for $28,270 of debt and $8,539 for expense reimbursement. The shares were valued at $0.0816, the closing stock price on the date of grant, resulting in a loss on the issuance of $453,232.
The above shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
None
Item 6. Exhibits
| Exhibit No. | Description |
| 31 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.
| 3.1 | Articles of Incorporation, as currently in effect, incorporated by reference to Form S-1 filed on 09/21/2021. |
| 3.2 | Bylaws, as currently in effect, incorporated by reference to Form S-1 filed on 09/21/2021. |
| 3.3 | Amended Designation filed with the State of Nevada on 12/30/15, incorporated by reference to Form 10-K for the year ended 12/31/22 filed on 4/4/23. |
| 3.4 | Certificate of Amendment filed with the State of Nevada on 3/29/16, incorporated by reference to Form 10-K for the year ended 12/31/22 filed on 4/4/23. |
| 14 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Findit, Inc.
/s/ Thomas Powers
By: Thomas Powers
Chief Executive Officer, Principal Executive Officer, Director
Date: November 20, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| /s/Thomas Powers | CEO, Principal Executive, Director | November 20, 2023 | ||
|
/s/Raymond Firth |
CFO, President, Director | November 20, 2023 |
| 15 |
Exhibit 31.1
302 CERTIFICATION
I, Thomas Powers, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Findit, Inc.;
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 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 officers 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 my 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 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
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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.
Date: November 20, 2023
/s/Thomas Powers
Thomas Powers
Chief Executive Officer
Exhibit 31.2
302 CERTIFICATION
I, Raymond Firth, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Findit, Inc.;
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 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 officers 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 my 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 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
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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.
Date: November 20, 2023
/s/Raymond Firth
Raymond Firth
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Findit, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas Powers, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/Thomas Powers
Thomas Powers
Chief Executive Officer
November 20, 2023
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Findit, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Raymond Firth, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/Raymond Firth
Raymond Firth
Chief Financial Officer
November 20, 2023