Charging Robotics Inc 10-K for FY2022
Charging Robotics Inc. (CHEV)
About this 10-K
Charging Robotics Inc filed this 10-K on February 22, 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.
- Net loss
- $102.22K
- compared with a net loss of $17.54K a year earlier
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
(Mark One)
| OR | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | |
Commission File No.
(Exact name of Registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
|
| ||
| (Address of principal executive offices) | ||
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
| Common Shares, par value $0.0001 |
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day.
☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 ☐
Yes
Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| 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 ☒
The aggregate market value of the registrant's Common Stock held
by non-affiliates was $
At February 21, 2023 there were shares of the registrant's Common Stock issued and outstanding.
| 2 |
Explanatory Notes
In this Annual Report on Form 10-K, Fuel Doctor Holdings, Inc is sometimes referred to as the "Company", "we", "our", "us" or "registrant" and U.S. Securities and Exchange Commission is sometimes referred to as the "SEC".
PART I
Item 1. Business.
Organizational History.
Fuel Doctor Holdings, Inc. (“Fuel Doctor”, “We”, or the “Company”) was incorporated in the State of Delaware on March 25, 2008 under the name Silver Hill Management Services, Inc. On September 1, 2011, our name was changed to Fuel Doctor Holdings, Inc. to more accurately reflect the nature of our operations. at that time. On or about August 8, 2009, our primary business focus was to offer business support services to proprietors, entrepreneurs, and small business owners. By offering a full suite of outsourced business processes including project management, database and information storage, document management services, and finance and accounting services. The Company discontinued the development of its business support services on August 24, 2011. On or about March 8, 2021, the Company filed a Form 10-12g with the SEC and became once again subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
The Company has since been seeking a merger target and has been evaluating various opportunities.
Our Business
The Company is currently attempting to locate and negotiate with eligible portfolio companies to acquire an interest in them. In addition to acquiring an interest in them, the Company intends to assist these portfolio companies with raising capital and offer them substantial managerial assistance needed to succeed.
On January 6, 2022, Amitay Weiss, Asaf Itzhaik and Moshe Revach were appointed to fill existing vacancies on the Company’s Board of Directors in accordance with the written consent of majority of directors dated January 6, 2022. None of the newly appointed Directors had a prior relationship with the Company. In addition, on January 6, 2022, Amitay Weiss was appointed as the Chief Executive Officer of the Company and on January 26, 2022, Gadi Levin was appointed Chief Financial Officer of the Company.
On January 7, 2022, Deanna Johnson resigned as an officer and as a director of the Company.
On March 11, 2022, Medigus Ltd, an Israeli company traded on NASDAQ (“Medigus”), Charging Robotics Ltd, a wholly owned subsidiary of Medigus (“Charging Robotics”) and the Company signed a non-binding letter of intent for a planned securities exchange agreement with the Company. The transaction, if executed, will result in Charging Robotics becoming a wholly owned subsidiary of the Company, and in exchange, Medigus will receive 80% of the issued and outstanding share capital of the Company. Upon closing, Medigus will appoint nominees as officers and directors of the Company. As of the closing, the Company shall have net cash in an amount of no less than $1.0 million, excluding the Company’s expenses in connection with the contemplated transaction.
Charging Robotics is a pre-revenue start-up Israeli private company and has set out to change the way electric vehicles are charged. They are developing a robotic platform for charging vehicles in a wireless and automatic manner. At the heart of the technology is a wireless power transfer module that uses resonance coils to transfer energy wirelessly from the robot to the vehicle. The robotic platform is small enough to fit under the vehicle, it automatically positions itself for maximum efficiency charging and returns to its docking station at the end of the charging operation.
On January 26, 2023, the Company granted Charging Robotics a loan in the amount of $75,000 (“Loan”). The Loan bears interest at 5% per annum and is repayable at any time by Charging Robotics through to December 31, 2023.
From April 1, 2022 and through to December 31, 2022, the Company received $173,000 from investors to purchase shares of common stock in a proposed private placement of up to $270,000 at a price of $0.003 per share. On December 29, 2022 the Company issued 57,666,667 shares in respect of this offering.
Employees
As of the date of this Form 10-K filing, we have no employees.
Item 1A. Risk Factors.
Not applicable to smaller reporting companies.
| 3 |
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Company neither rents nor owns any properties. The Company currently utilizes the office space of a related party in Tel Aviv, Israel at no cost. Given the limited need of the Company, management believes that the office space is more than suitable and adequate. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
Item 3. Legal Proceedings.
We are not a party to any legal proceedings, nor are we aware of any threatened litigation.
Item 4. Mine Safety Disclosures
Not applicable to smaller reporting companies.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is listed for quotation on the OTC Markets under the ticker symbol “FDOC,”.
The following table sets forth, for the periods indicated, the high and low closing sales prices of our common stock (where the end of the quarter was on a weekend or holiday and in cases where there was otherwise no trading activity, the high and low prices nearest and prior to the date have been used):
| FISCAL YEAR ENDED DECEMBER 31, 2021: | HIGH | LOW | ||||||
| March 31, 2021 | $ | 0.120 | $ | 0.017 | ||||
| June 30, 2021 | $ | 0.139 | $ | 0.031 | ||||
| September 30, 2021 | $ | 0.100 | $ | 0.046 | ||||
| December 31, 2021 | $ | 0.140 | $ | 0.068 | ||||
| FISCAL YEAR ENDED DECEMBER 31, 2022: | ||||||||
| March 31, 2022 | $ | 0.488 | $ | 0.130 | ||||
| June 30, 2022 | $ | 0.480 | $ | 0.251 | ||||
| September 30, 2022 | $ | 0.370 | $ | 0.274 | ||||
| December 31, 2022 | $ | 0.339 | $ | 0.198 | ||||
(b) Holders
As of December 31, 2022, there were approximately 128 holders of record of our common stock, not including holders who hold their shares in street name and as of the same date 2.876.817 shares are held in “street name,” largely from the Company’s initial registration.
(c) Dividends
The Company has never declared or paid any cash dividends. It is the present policy of the Company to retain earnings to finance the growth and development of the business and, therefore, the Company does not anticipate paying dividends on its Common Stock in the foreseeable future.
(d) Equity Compensation Plan Information
The Company does not currently have an equity compensation plan but intends to adopt one in the future. In lieu of an equity compensation plan the Company intends to grant shares of restricted stock to its officers, directors and others for services periodically and as part of some of the officers’ employment agreements. There are currently no employment agreements between the Company and any officer, director or others.
| 4 |
Item 6. Selected Financial Data.
Not applicable to smaller reporting companies.
Item 7. Management's Discussion and Analysis Of Financial Condition And Results Of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the accompanying notes to the financial statements included in this Form 10-K.
This Management Discussion and Analysis (“MD&A”) is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Background
We are not currently engaged in any business operations other than the process of attempting to identify, locate, and if warranted, acquire new commercial opportunities.
The Company did not generate any revenue in the year ended December 31, 2022. It is unlikely the Company will have any revenues until it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. The Company’s plan of operation is to continue its efforts to locate suitable acquisition candidates. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with funds to be loaned to or invested in us by our stockholders, management or other investors.
During the next 12 months we anticipate incurring costs related to:
| (i) | filing of Exchange Act reports, | |
| (ii) | Professional fees (legal, audit and accounting); and | |
| (iii) |
investigating, analyzing and consummating an acquisition.
|
We believe we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management or other investors. There can be no assurances that such funds will be advanced to us or that the Company will be able to secure any additional funding as needed.
On December 30, 2021, Friction and Heat, LLC, the majority stockholder of the Company, entered into a Stock Purchase Agreement with a total of 16 purchasers (the “Purchasers”) to sell a total of 241,960,000 shares of the Company’s common stock to the Purchasers for a total purchase price of $435,000.00. The shares of the Company’s common stock purchased represent 94.2% of the total number of shares issued and outstanding as of the date hereof and thus, represent a chance of control of the Company. None of the Purchasers acquired more than 36% of the total number of shares of the Company’s common stock issued and outstanding and therefore, none of the Purchasers control the Company. There are no arrangements or understandings among members of both the former and any of the Purchasers and their associates with respect to election of directors or other matters. Each of the Purchasers utilized their own funds to purchase their shares.
From April 1, 2022 and through to December 31, 2022, the Company received $173,000 from investors to purchase shares of common stock in a private placement of up to $270,000 at a price of $0.003 per share. On December 29, 2022 the Company issued 57,666,667 shares in respect of this offering.
| 5 |
Results of Operations
| Working Capital | December 31 | December 31 | ||||||
| 2022 | 2021 | |||||||
| Current Assets | $ | 107,064 | $ | — | ||||
| Current Liabilities | 55,144 | 18,857 | ||||||
| Working Capital (Deficit) | $ | 51,920 | $ | (18,857 | ) | |||
| Cash Flows | December 31 | December 31 | ||||||
| 2022 | 2021 | |||||||
| Cash Flows (used in) Operating Activities | $ | (65,936) | $ | — | ||||
| Cash Flows from Financing Activities | 173,000 | — | ||||||
| Net Increase in Cash During Year | $ | 107,064 | $ | — | ||||
Years Ended December 31, 2022 compared to Year Ended December 31, 2021
Revenues
We have generated revenues of $0 and $0 for the years ended December 31, 2022 and 2021, respectively.
Operating and Administrative Expenses
Operating expenses for the year ended December 31, 2022 were $102,169 compared with $28,785 for the year ended December 31, 2021. The increase in operating expenses were attributable to an increase in legal and other consulting fees incurred in finding eligible portfolio companies to acquire.
During the year ended December 31, 2022, the Company recorded a net loss of $102,223, compared with net loss of $17,537 for the year ended December 31, 2021.
Liquidity and Capital Resources
As of December 31, 2022, the Company’s cash balance was $107,064 compared to cash balance of $0 as of December 31, 2021. As of December 31, 2022, the Company’s total assets were $107,064 compared to total assets of $0 as of December 31, 2021.
As of December 31, 2022, the Company had total liabilities of $55,144 compared with total liabilities of $18,857 as of December 31, 2021. The increase in total liabilities is primarily attributed to an increase in accounts payable and accrued liabilities from $18,857 as of December 31, 2021 to $52,144 as of December 31, 2022.
As of December 31, 2022, the Company has a working capital of $51,920 compared with working capital deficit of $18,857 at December 31, 2021 with the increase in the working capital is attributed to an increase in cash from $0 as of December 31, 2021 to $107,064 as of December 31, 2022, off-set by the increase in liabilities of $18,857 as of December 31, 2021 to $55,144 as of December 31, 2022.
Cashflows from Operating Activities
During the year ended December 31, 2022, the Company used $65,936 for operating activities, compared to $0 during the year ended December 31, 2021. The increase in case used is in line with the increase operating activities of the company.
Cashflows from Financing Activities
During the year ended December 31, 2022, the cash provided by financing activities was $173,000, compared to $0 for the year ended December 31, 2021. The amount in 2022 relates to a private placement that was completed during the year.
| 6 |
Going Concern
We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.
Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no assurance of additional funding being available.
The Company, as of the date of this filing had approximately $12 thousand in cash and has not earned any revenues from operations to date. Operating expenses were $102,169 and $28,785 in the years ended December 31, 2022 and December 31, 2021, respectively, consisting primarily of professional fees, administrative expenses and filing fees. The ongoing expenses of the Company will be related to seeking out a suitable acquisition as well as mandatory filing requirements including our reporting requirements under the Securities Exchange Act of 1934 upon effectiveness of this registration statement.
The Company continues to rely on borrowings and financings. In the next 12 months we expect to incur expenses equal to approximately $100,000 related to legal, accounting, audit, and other professional service fees. The costs related to the acquisition of a business combination target company vary widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete a business combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable until the Company identifies a business combination target. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.
The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. There is no assurance that we will in fact have access to additional capital or financing as a public company. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
| 7 |
The Company anticipates that the selection of a business combination will be complex and extremely risky. While the Company is in a competitive market with a small number of business opportunities, through information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, our management believes that there are opportunities for a business combination with firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Off-Balance Sheet Arrangements
We have not entered into 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 of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
Default on Notes
There are currently no notes in default.
Other Contractual Obligations
As of the years December 31, 2022 and December 31, 2021, we did not have any contractual obligations.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data.
| 8 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Fuel Doctor Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Fuel Doctor Holdings, Inc. (the “Company”) as of December 31, 2022 and December 31, 2021 and the related statements of operations, stockholders’ deficit, and cash flows for the two years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, based on its projections, the Company anticipates that during 2023, it will not have sufficient capital. Furthermore, the Company’s losses from operations and working capital deficiency raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| F-1 |
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
We have served as the Company’s auditor since
February 8, 2022
February 21, 2023
| F-2 |
| FUEL DOCTOR HOLDINGS, INC. |
| BALANCE SHEETS |
| December 31, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets | $ | $ | ||||||
| Total current assets | 107,064 | — | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accounts payable - related party | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity (deficit) | ||||||||
| Preferred stock, par value $, | ||||||||
| shares authorized; shares issued | ||||||||
| Preferred stock, par value $0.0001, 10,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2022 and December 31, 2021 | ||||||||
| Common stock, par value $, | ||||||||
| shares authorized; shares issued | ||||||||
| and outstanding at December 31, 2022 and | ||||||||
| Common stock, par value $0.0001, 2,990,000,000 shares authorized; 314,406,030 shares issued and outstanding at December 31, 2022 and 256,739,363 issued and outstanding at December 31, 2021 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these audited financial statements
| F-3 |
|
|
| FUEL DOCTOR HOLDINGS, INC. |
| STATEMENTS OF OPERATIONS |
| For the Year Ended | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenues: | $ | $ | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | ||||||||
| Professional fees | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Financial expenses | ( | ) | ||||||
| Other income: | ||||||||
| Gain on debt forgiveness | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per common share | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares | ||||||||
| Weighted average common shares outstanding | ||||||||
| The accompanying notes are an integral part of these audited financial statements | ||||||||
| F-4 |
|
|
| FUEL DOCTOR HOLDINGS, INC. |
| STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) |
| Common Stock | ||||||||||||||||||||
| Common Stock Shares | Par Value | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | ||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Sale of common stock to investors | ||||||||||||||||||||
| Sale of common stock to investors, shares | ||||||||||||||||||||
| Common stock issued in exchange for debt forgiveness | ( | ) | ||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | ( | ) | $ | ( | )) | ||||||||||||
| Sale of common stock to investors | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these audited financial statements
| F-5 |
|
|
| FUEL DOCTOR HOLDINGS, INC. |
| STATEMENTS OF CASH FLOWS |
| For the Year Ended | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash | ||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Gain of debt forgiveness | ||||||||
| Changes In: | ||||||||
| Increase in accounts payable and accrual liabilities | ||||||||
| Increase (decrease) in accounts payable - related party | ( | ) | ||||||
| (Decrease) in note payable - related party | ( | ) | ||||||
| Net cash (used) in operating activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from private placement | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ||||||||
| Cash at beginning of year | ||||||||
| Cash at end of year | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Franchise taxes | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF | ||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Issuance of shares of common stock | ||||||||
| Issuance of 220,000,000 shares of common stock in exchange for debt forgiveness | $ | $ | ||||||
| The accompanying notes are an integral part of these audited financial statements | ||||||||
| F-6 |
FUEL DOCTOR HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2022 and 2021
NOTE 1 – NATURE OF OPERATIONS
Fuel Doctor Holdings, Inc. (“Fuel Doctor” or the “Company”) was incorporated in the state of Delaware on March 25, 2008 as Silver Hill Management Services, inc. On August 24, 2011, the Company changed its name to Fuel Doctor Holdings, Inc.
On January 6, 2022, Amitay Weiss, Asaf Itzhaik and Moshe Revach were appointed to fill existing vacancies on the Company’s Board of Directors in accordance with the written consent of majority of directors dated January 6, 2022. None of the newly appointed Directors had a prior relationship with the Company. In addition, on January 6, 2022, Amitay Weiss was appointed as the Chief Executive Officer of the Company and on January 26, 2022, Gadi Levin was appointed Chief Financial Officer of the Company.
On January 7, 2022, Deanna Johnson resigned as an officer and as a director of the Company.
On March 11, 2022, Medigus Ltd, an Israeli company traded on NASDAQ (“Medigus”), Charging Robotics Ltd, a wholly owned subsidiary of Medigus (“Charging Robotics”) and the Company signed a non-binding letter of intent for a planned securities exchange agreement. The transaction, if executed, will result in Charging Robotics becoming a wholly owned subsidiary of the Company, and in exchange, Medigus will receive 80% of the issued and outstanding shares of common stock of the Company. Upon closing, Medigus will appoint nominees as officers and directors of the Company. As of the closing, the Company is required to have net cash in an amount of no less than $1.0 million, excluding the Company’s expenses in connection with the contemplated transaction. As of the date of these financial statements this transaction has not been consummated.
Charging Robotics is a pre-revenue start-up Israeli private company and has set out to change the way electric vehicles are charged. They are developing a robotic platform for charging vehicles in a wireless and automatic manner. At the heart of the technology is a wireless power transfer module that uses resonance coils to transfer energy wirelessly from the robot to the vehicle. The robotic platform is small enough to fit under the vehicle, it automatically positions itself for maximum efficiency charging and returns to its docking station at the end of the charging operation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
.
2.2 Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP 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.
2.3 Income Taxes
The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company computes income (loss) per share in accordance with “ASC-260, Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
For the years ended December 31, 2021 and 2022 there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in this period.
| F-7 |
FUEL DOCTOR HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2022 and 2021
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.5 Commitments and Contingencies
The Company follows “ASC 440” - "Commitments" and “ASC 450” - "Contingencies", subtopic 450-20 "Loss Contingencies" of the Financial Accounting Standard Board Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur.
The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
2.6 Recent Accounting Pronouncements
A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether the implementation of such proposed standards would be material to the financial statements of the Company.
NOTE 3 – GOING CONCERN
The 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 (March 25, 2008) resulting in an accumulated
deficit of $
The effects of Covid -19 could impact our ability to operate under the going concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company’s ability to operate under the going concern. It is possible that our company will have issues relating to the current situation that will need to be considered by management in the future. There will be a wide range of factors to take into account in going concern judgments and financial projections including travel bans, restrictions, government assistance and potential sources of replacement financing, financial health of suppliers and customers and their effect on expected profitability and other key financial performance ratios including information that shows whether there will be sufficient liquidity to continue to meet obligations when they are due.
| F-8 |
|
|
FUEL DOCTOR HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2022 and 2021
NOTE 4 – COMMON STOCK AND PREFERRED STOCK
On February 18, 2021, the Company
Amended the Articles of Incorporation and increased the number of authorized shares to
There were and shares of common stock outstanding at December 31, 2022 and December 31, 2021, respectively.
There were no shares of preferred stock outstanding at December 31, 2022 and December 31, 2021.
Common Stock:
On July 7, 2021, the Company issued
shares of common stock with a $0.0001 par value, to Joseph Passalaqua in the name of Friction & Heat LLC, in exchange
for related party debt of $
From April 1, 2022 and through to December
29, 2022, the Company received $
Preferred Stock
As of December 31, 2022 and December 31, 2021 there are no preferences assigned to the preferred stock.
NOTE 5 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts
and cash requirements, the Company may rely on advances from related parties until such time that the Company can support its operations
or attains adequate financing through sales of stock or traditional debt financing. There is no formal written commitment for continued
support by related parties. As of December 31, 2021, all related parties waived their rights to amounts owed by the Company in the amount
of $
| (i) | The compensation to key management personnel for employment services they provide to the Company is as follows: |
| Year ended | Year ended | |||||||
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Officers: | ||||||||
| Consulting Fees - CFO | $ | $ | ||||||
| $ | 30,000 | $ | 4,397 | |||||
No director fees paid during the years ended December 31, 2022 and 2021.
(ii) Balances with related parties
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Consulting Fees - CFO | $ | $ | ||||||
| $ | 3,000 | $ | — | |||||
On March 8, 2022, a shareholder
advanced the Company a loan in the amount of $
The Company currently operates out of an office of a related party free of rent.
| F-10 |
FUEL DOCTOR HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2022 and 2021
NOTE 6 – INCOME TAXES
As of December 31, 2022, the Company
had net operating loss carry forwards of approximately $
Future tax benefits which arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
| December 31, 2022 | December 31, 2021 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current operations | $ | $ | ||||||
| Less: change in valuation allowance | ( | ) | ( | ) | ||||
| Net provision for Federal income taxes | $ | $ | ||||||
The cumulative tax effect at the expected rate of 35% of significant items comprising our net deferred tax amount is as follows:
December 31, 2022 | December 31, 2021 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carry over | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
| F-11 |
|
|
FUEL DOCTOR HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2022 and 2021
NOTE 6 – INCOME TAXES (Continued)
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $1,660,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. The Company’s returns are open to examination by the Internal Revenue Services for all tax years since inception. The Company has not filed any tax returns to date.
NOTE 7 - SUBSEQUENT EVENTS
Subsequent events were reviewed through February 21, 2023, the date these financial statements were available for issuance.
On January 26, 2023, the Company granted Charging
Robotics a loan in the amount of $
| F-12 |
|
|
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
On February 8, 2022, we engaged Liebman Goldberg & Hymowitz, LLP ("LGH") as the Company's independent registered public accounting firm to replace Zia Masood Kiani ("ZMK") who resigned as the Company's independent registered public accounting firm.
Item 9A. Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our fourth fiscal quarter covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level. It should be noted that the design of any system of controls is based in part upon 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, regardless of how remote.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and financial officers and effected by the Company's board of directors, management and other personnel, 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 and includes those policies and procedures that:
| · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| · | 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 Company are being made only in accordance with authorizations of management and directors of the Company; and |
| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
| 9 |
|
|
As of December 31, 2022, management has not completed an effective assessment of the Company's internal controls over financial reporting based upon the 2013 Committee on Sponsoring Organizations (COSO) framework. Management has concluded that during the period covered by this report, our internal controls and procedures were not effective to detect the inappropriate application of U.S. GAAP. Management identified the following material weaknesses set forth below in our internal control over financial reporting.
1. We lack the necessary corporate accounting resources to maintain adequate segregation of duties.
2. We currently have inadequate resources due to the need to hire accounting personnel with the requisite knowledge of U.S. GAAP.
3. We did not perform an effective risk assessment or monitor internal controls over financial reporting.
4. We lack the necessary corporate resources to conduct adequate review of related party transactions.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company's registered independent public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.
Item 9B. Other Information.
None.
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth the name, age and position of each of our executive officers and directors as of December 31, 2022.
Directors and Executive Officers
| Name | Age | Position | ||
| Amitay Weiss | 61 | Chief Executive Officer and Director | ||
| Gadi Levin | 50 | Chief Financial Officer | ||
| Asaf Itzhaik | 50 | Director | ||
| Moshe Revach | 83 | Director |
| 10 |
|
|
The following describes the business experience of each of our directors and executive officers, including other directorships held in public reporting companies, if any:
Mr. Weiss was founder and Chief Executive Officer of Amitay Weiss Management Ltd. Prior to forming his company, he held several positions at Bank Poalei Agudat Israel Ltd., most recently as Vice President of Business Marketing & Development. He currently chairs and serves as director on the boards of several public companies. Mr. Weiss earned his B.A. in Economics from New England College, and his M.B.A. and LL.B from Ono Academic College in Israel.
Mr. Levin, serves as a director and CFO of various publicly listed companies in the US and Canada. He has over 15 years of experience working with public US, Canadian and multi-jurisdictional public companies. Previously, Mr. Levin also served as the Vice President of Finance and Chief Financial Officer for two Israeli investment firms specializing in private equity, hedge funds and real estate. Mr. Levin began his CPA career at the accounting firm Arthur Andersen, where he worked for nine years, specializing in U.S. listed companies involved in IPOs. Mr. Levin has a Bachelor of Commerce degree in Accounting and Information Systems from the University of the Cape Town, South Africa in 1993, and a post graduate diploma in Accounting from the University of South Africa in 1995. He received his Chartered Accountant designation in South Africa in 1998 and has an MBA from Bar Ilan University in Israel, which he received in 2006.
Mr. Itzhaik is the founder of Assi Glasses, an optical brand and has served as the Chief Executive Officer of the Company for more than 20 years. Mr. Itzhaik is a licensed Optician.
Mr. Revach is currently Deputy Mayor of the city of Ramat Gan, Israel, and has held the sports and government relations portfolios in the Ramat Gan municipality,and has served in various positions with the municipality since 2008. Mr. Revach serves as a director of L.L.N IT solutions, a wholly owned subsidiary of the Jewish Agency for Israel and of Biomedico Hadarim Ltd., and has served as a director of the RPG Economic Society and Jewish Experience Company on behalf of the Jewish Agency. Mr. Revach holds an LL.B from the Ono Academic College, Israel, and a B.A. in Management and Economics from the University of Derby.
Term of Office
All of our directors hold office until the next annual meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.
Family Relationships
There are no family relationships among any of the Company's directors and officers.
Board Composition and Committees
We do not have a standing nominating, compensation or audit committee. Rather, our full board of directors performs the functions of these
committee sand each financial transaction is approved by our officers or board of directors.
Code of Ethics
Our Board of Directors intends to adopt a code of ethics that applies to all of our directors, officers and employees, including our principal
executive officer, principal financial officer and principal accounting officer. The code will address, among other things, honesty and
ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal
securities laws, confidentiality, trading on inside information, and reporting of violations of the code.
| 11 |
|
|
Involvement in Certain Legal Proceedings
None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past ten years, including:
| 1. | any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; |
| 2. | any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities: |
| i. | acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; |
| ii. | engaging in any type of business practice; or |
| iii. | engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
| 4. | being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity; |
| 5. | being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | being subject to, 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: |
| i. | any Federal or State securities or commodities law or regulation; or |
| ii. | 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 |
| iii. | any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | being subject to, 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. |
| 12 |
|
|
Compliance with Section 16(a) of the Act
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent (10%) of our shares of common stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent (10%) stockholders are required by regulations promulgated by the SEC to furnish us with copies of all Section 16(a) forms that they file. With reference to transactions during the fiscal year ended December 31, 2022, to our knowledge, all Section 16(a) forms required to be filed with the SEC have not yet been filed.
Item 11. Executive Compensation.
The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years December
31, 2022 and December 31, 2021.
| Name and Principal Position | Year | Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||
| Amitay Wiess | 2022 | - | - | - | - | - | - | |||||||||||||||||||||
| Chief Executive Officer | 2021 | - | - | - | - | - | - | |||||||||||||||||||||
| Gadi Levin, CA, MBA | 2022 | - | - | - | - | 30,000 | 30,000 | |||||||||||||||||||||
| Chief Financial Officer | 2021 | - | - | - | - | - | - | |||||||||||||||||||||
Non-Employee Director Compensation
The following table presents the total compensation for each person who served as a non-employee member of our Board and received compensation for such service during the fiscal year ended December 31, 2022. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in 2022.
| Name |
Fees Earned or Paid in Cash |
Stock Awards ($) |
Option Awards ($) |
All Other Compensation |
Total ($) |
|||||||||||||||
| Asaf Itzhaik | - | - | - | - | - | |||||||||||||||
| Moshe Revach | - | - | - | - | - | |||||||||||||||
Employment Agreements
The Company does not have employment agreements with any of its officers or directors and there are no employees.
Potential Payments Upon Termination or Change in Control
As of the date of this report, there were no potential payments or benefits payable to our executive officers, upon their termination
or in connection with a change in control.
Pension Benefits
No executive officers received or held pension benefits during the years ended December 31, 2021 and December 31, 2022.
Nonqualified Deferred Compensation
No nonqualified deferred compensation was offered or issued to any executive officer during the years ended December 31, 2021 and December
31, 2022 for services to the Company.
Grants of Plan-Based Awards
During the years ended December 31, 2021 and December 31, 2022, we have not granted any plan-based awards to our executive officers.
Outstanding Equity Awards
No unexercised options or warrants were held by any of our named executive officers as of December 31, 2021 or December 31, 2022. No
equity awards were made during the years ended December 31, 2021 and December 31, 2022.
| 13 |
Option Exercises and Stock Vested
During the years ended December 31, 2021 and December 31, 2022, our executive officers have neither been granted any options, nor did
any unvested stock or options granted to executive officers vest. As of the date of this report, our executive officers do not have
any stock options or unvested shares of stock of the Company.
Equity Incentive Plan
We do not have an equity incentive plan. When we adopt an equity incentive plan, the purposes of the proposed equity incentive plan are
to attract and retain qualified persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to
achieve long-term company goals and to more closely align these persons' interests with those of our other shareholders by providing them
with a proprietary interest in our growth and performance. Our executive officers will be eligible to participate in the plan. We
have not determined the number of shares of our common stock to be reserved for issuance under the proposed equity incentive plan.
Compensation Committee Interlocks and Insider Participation
During the years ended December 31, 2021 and December 31, 2022, we did not have a standing compensation committee. Our Board of Directors
was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations
concerning executive officer compensation, including directors who were also executive officers.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information with respect to beneficial ownership of our common stock on December 31, 2022 based on 314,406,030 outstanding shares of common stock, by:
● each person or group known to us to beneficially own 5% or more of our common stock;
● each of our directors and director nominees;
● each of our named executive officers; and
● all of our executive officers and directors as a group.
Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.
Unless otherwise indicated below, each entity or person listed below maintains an address of c/o the Company at: 20 Raul Wallenberg Street, Tel Aviv, Israel.
The following table sets forth, as of December 31, 2022, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who beneficially own more than 5% of the outstanding shares of Common Stock of the Company.
| Beneficial Owner | Number of Shares Beneficially Owned | Percent |
|
Medigus Ltd
|
90,000,000 | 28.63% |
|
Amitay Weiss
|
- | - |
|
Moshe Revach
|
- | - |
|
Gadi Levin
|
3,333,333 | 1.06% |
| Asaf Itzhaik | - | - |
The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after December 31, 2022, through the exercise of any stock option, warrant or other right.
| 14 |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
There are no other transactions involving the Company and any of its officers, directors, majority shareholders or other related persons or control persons that require disclosure pursuant to Item 404(d) of Regulation S-K (§ 229.404(d)). We do not have an established policy regarding related transactions.
Director Independence
We do not have a standing nominating, compensation or audit committee. Rather, the board of directors performs the functions of these
committees. We do not believe it is necessary for the board of directors to appoint such committees, because the volume of matters that
come before the board of directors for consideration is not so substantial that our directors are usually allowed sufficient time and
attention to such matters.
Annual Report on Form 10-K
Copies of our Annual Report on Form 10-K, without exhibits, can be obtained without charge from us at Fuel Doctor Holdings, Inc., 20 Raul Wallenberg Street, Tel Aviv, Israel, or by telephone at (647) 558 5564.
Item 14. Principal Accountant Fees and Services.
The following table sets forth fees billed to us for principal accountant fees and services during the years ended December 31, 2022 and December 31, 2021.
Year Ended December 31, 2022 | Year Ended December 31, 2021 | |||||||
| Audit Fees | $ | 29,500 | $ | 20,000 | ||||
| Audit-Related Fees | — | — | ||||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| Total Audit and Audit-Related Fees | $ | 29,500 | $ | 20,000 | ||||
Audit Fees: Audit fees consist of fees billed for professional services performed by Liebman Goldberg & Hymowitz, LLP for the audit of our annual financial statements, the review of interim financial statements, and related services that are normally provided in connection with registration statements. There were $29,500 and $20,000 of such fees incurred by the Company in the fiscal years ended December 31, 2022 and 2021, respectively.
Audit-Related Fees: Audit related fees may consist of fees billed by an independent registered public accounting firm for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. There were no such fees incurred by the Company in the fiscal years ended December 31, 2022 and 2021.
Tax Fees: Tax fees may consist of fees for professional services, including tax compliance performed by Liebman Goldberg & Hymowitz, LLP. There were no such fees incurred by the Company in the fiscal years ended December 31, 2022 and 2021, respectively.
All Other Fees: There were no such fees incurred by the Company in the fiscal years ended December 31, 2022 and 2021.
PART IV
Item 15. Exhibits.
Please see Exhibit List set forth below.
| 15 |
|
|
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 21st day of February 2023.
| FUEL DOCTOR HOLDINGS, INC. | |||
| By: | /s/ Amitay Weiss | ||
| Amitay Weiss | |||
|
Chief Executive Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Amitay Weiss | Chief Executive Officer, Director | February 21, 2023 | ||
| /s/ Asaf Itzhaik | Director | February 21, 2023 | ||
| /s/ Moshe Revach | Director | February 21, 2023 |
Fuel Doctor Holdings, Inc.
Index to Exhibits
Exhibit 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Amitai Weiss, Chief Executive Officer, of Fuel Doctor Holdings, Inc. (the "Company"), certify that:
| 1. | I have reviewed this annual report on Form 10-K of the Company for the year ended December 31, 2022; |
| 2. | Based on my knowledge, this annual 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 annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report; |
| 4. | The Company'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 control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the Company 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 Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is 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 Company's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and |
| d. | disclosed in this annual report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and |
| 5. | The Company's other certifying officer and I have disclosed, based on the Company's most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company'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 Company'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 Company's internal control over financial reporting. |
Date: February 21, 2023
| By: | /s/ Amitay Weiss | ||
| Amitay Weiss | |||
|
Chief Executive Officer |
Exhibit 31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Gadi Levin, Principal Accounting Officer of Fuel Doctor Holdings, Inc. (the "Company"), certify that:
| 1. | I have reviewed this annual report on Form 10-K of the Company for the year ended December 31, 2022; |
| 2. | Based on my knowledge, this annual 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 annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report; |
| 4. | The Company'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 control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the Company 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 Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is 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 Company's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and |
| d. | disclosed in this annual report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and |
| 5. | The Company's other certifying officer and I have disclosed, based on the Company's most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company'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 Company'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 Company's internal control over financial reporting. |
Date: February 21, 2023
By: /s/ Gadi Levin
Gadi Levin
Principal Accounting Officer
Exhibit 32.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002,
18 U.S.C. Section 1350
I, Amitai Weiss, Chief Executive Officer of Fuel Doctor Holdings, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge that:
1. the Annual Report on Form 10-K of the Company for the year ended December 31, 2022 (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 results of operations of the Company.
Date: February 21, 2023
By: /s/ Amitai Weiss
Amitai Weiss
Chief Executive Officer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002,
18 U.S.C. Section 1350
I, Gadi Levin, Principal Accounting Officer of Fuel Doctor Holdings, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge that:
1. the Annual Report on Form 10-K of the Company for the year ended December 31, 2022 (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 results of operations of the Company.
Date: February 21, 2023
By: /s/ Gadi Levin
Gadi Levin
Principal Accounting Officer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.