UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

 

FORM 10-K


For the fiscal year ended December 31, 2021

12-31

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2010

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. 333-161052


000-56253

SILVERHILL MANAGEMENT SERVICES, INC.

Fuel Doctor Holdings, Inc.

(Exact name of registrantRegistrant as specified in its charter)


Delaware

26-2274999

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

(I.R.S. Employer

Identification No.)Number)

20 Raul Wallenberg Street

Tel AvivIsrael69187

(Address of principal executive offices)


21 Merrimac Way, Unit B Tyngsboro, MA 01879

(Address of principal executive offices, zip code)


(978) 697-1180(647)558-5564

(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)


Securities to be registered pursuant to Section 12(b) of the Act:

None


Securities to be registered pursuant to sectionSection 12(g) of the Act:

Common Stock, $.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes     . No X.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes     . No X.

Common Shares, par value $0.0001

 

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 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 days. day.

Yes. No X.

 

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     . No X.

 

Yes No

 Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes Nox

Indicate by check mark if disclosure of delinquent filersthe registrant is not required to file reports pursuant to Item 405Section 13 or Section 15(d) of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     .Act.



Yes Nox


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer

.

Accelerated filer

.

Non-accelerated filer

.(Do not check if a smaller reporting company)

Smaller reporting company

 X.

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 X. No     .

 

At April 30, 2010, the last business day of the Registrant’s most recently completed second fiscal quarter, theYes☒   No 

The aggregate market value of the voting common stockregistrant's Common Stock held by non-affiliates was $11,505,016, based on the price of $0.069 per share of Common Stock on December 31, 2021.  Shares of Common Stock known by the registrant to be beneficially owned as of December 31, 2021, by the registrant's directors and the registrant's executive officers subject to Section 16 of the Registrant (without admitting that any person whose sharesSecurities Exchange Act of 1934 are not included in the computation. The registrant, however, has made no determination that such calculation is an affiliate) was approximately $63,396.  persons are "affiliates" within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934.

At March 30, 2011,April 15, 2022 there were 4,212,000256,739,363 shares of the Registrant’s common stock, $0.0001 par value per share, outstanding.  At December 31, 2010, the end of the Registrant’s most recently completed fiscal year, there were 4,212,000 shares of the Registrant’s common stock, par value $0.0001 per share,registrant's Common Stock issued and outstanding.



2



SILVERHILL MANAGEMENT SERVICES, INC.

TABLE OF CONTENTS


Page No.

PART I

Item 1.

Business

4

Item 1A.

Risk Factors

9

Item 1B.

Unresolved Staff Comments

9

Item 2.

Properties

9

Item 3.

Legal Proceedings

10

Item 4.

(Removed and Reserved)

10

PART II

Item 5.

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

10

Item 6.

Selected Financial Data

11

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

12

Item 8.

Financial Statements and Supplementary Data

F-1

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

13

Item 9A.

Controls and Procedures

13

Item 9B.

Other Information

14

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

14

Item 11.

Executive Compensation

15

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

17

Item 13.

Certain Relationships and Related Transactions, and Director Independence

17

Item 14.

Principal Accounting Fees and Services

17

Part IV

Item 15.

Exhibits and Financial Statement Schedules

18

Signatures

19

2




Explanatory Notes

3



FORWARD-LOOKING STATEMENTS


ThisIn 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 SilverhillDelaware on March 25, 2008 under the name Silver Hill Management Services, Inc., a Delaware corporation, contains “forward-looking statements,” as defined in On September 1, 2011, our name was changed to Fuel Doctor Holdings, Inc. to more accurately reflect the United States Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacynature of our available cash resources.  Although we believeoperations. at that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performancetime. On or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affectabout August 8, 2009, our actual results.


Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.


All references in this Form 10-K to the  “Company”, “Silverhill Management Services, Inc.”, “Silverhill Management Services,” “we”, “us,” or “our” are to Silverhill Management Services, Inc.


PART I


ITEM 1.

BUSINESS


Organization within the Last Five Years

On March 25, 2008, the Companyprimary business focus was incorporated under the laws of the State of Delaware. We are engaged in the business of business support services to proprietors, entrepreneurs, and small business owners.

Emily Lussier has served as our President and Chief Executive Officer, from March 25, 2008 until the current date.  Our board of directors is comprised of one person:  Ms. Lussier.


We are authorized to issue 50,000,000 shares of common stock, par value $.0001 per share, and 10,000,00 shares of preferred stock, par value $.0001 per share.  On March 25, 2008, 3,900,000 shares of our common stock were purchased by and issued to Ms. Lussier at a purchase price of $0.0001 per share, for aggregate proceeds of $390.00.  On March 25, 2008, 20,000 shares of our common stock were purchased by and issued to Robert Steele, our CFO, at a purchase price of $0.0001 per share, for aggregate proceeds of $2.00. Subsequently, an additional 252,000 shares of common stock were issued to 47 shareholders, at an offering price of $0.25 per share, for aggregate proceeds of $63,000.


Our Proposed Business


We intend to enter the business of offering business support services and outsourced business processes to proprietors, entrepreneurs and small businesses in the United States.  Our services will include project management, database and information storage, the creation of legally compliant business policies, document management services, and finance and accounting services.  The Company intends to initially fulfill these services by employing labor in the United States, and then increasingly by employing lower-cost labor in developing nations such as the Philippines and India.  We are not presently operational, but anticipate commencing operations provided we can raise additional financing of between $500,000 and $2,500,000. To date we have not been successful raising such funds but are currently seeking a source of financing.  Our primary focus will be to hire management personnel in both marketing and business support services areas.


Initial Rollout


The Company is seeking to raise between $500,000 and $2,500,000 by October 2011.  If raised, this capital will permit the Company to engage in its initial rollout (herein, the “Initial Rollout”). The Initial Rollout will entail the hiring of the initial employees and initiation of the Company’s early service offerings, such as project management, database and information storage, the creation of legally compliant business policies, book keeping and document management services. These services will be offered to clients in the United States, and will largely be fulfilled with employees and resources originating in the United States.



4



Secondary Rollout


After the Company completes its Initial Rollout, the Company will seek to raise additional capital in the equity and debt markets. If the Company is successful raising additional capital, it will initiate the next phase of its business plan (herein, the “Secondary Rollout”). In the Secondary Rollout, the will deploy new capital to continue to hire staff and improve its technology and operations, and will seek to offer additional services to its customers which are more capital intensive, such as finance and accounting services. The Company will also be in a better position to utilize overseas vendors for the fulfillment of its BPO services to its U.S. based customers, and so international fulfillment will be one component of the Secondary Rollout.


Overview


The Company intends to offer business support services to proprietors, entrepreneurs, and small business owners byowners. By offering a full suite of outsourced business processes including project management, database and information storage, legally compliant policy manual generation, document management services, and finance and accounting services to businesses inservices.  The Company discontinued the U.S. As partdevelopment of its Initial Rollout,business support services on August 24, 2011. On or about March 8, 2021, the Company will secure office space, hire necessary personnel, purchase equipment, further developfiled a Form 10-12g with the service offering,SEC and commence its marketing efforts. There is no assurance thatbecame once again subject to the Company will be successful in these endeavors or that if accomplishes all of these steps it will be able to operate profitably. Based on management’s personal experience, the Company believes that its product and service offerings constitute a legitimate business opportunity for the Company and its shareholders. As partreporting requirements of the Initial Rollout,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 fulfill the BPO needs of its customers by utilizing resourcesassist these portfolio companies with raising capital and employees in the United States, but the Company also believes that as it continuesoffer them substantial managerial assistance needed to grow and enters its Secondary Rollout , it can reduce costs and increase margins by utilizing BPO personnel in foreign countries, such as the Philippines and India, to fulfill the BPO services on behalf of its U.S. customers.


Through the Company’s services, clients will be able to gain the advantage of maintaining their growth goals without the need to sacrifice precious resources to address standard business bottlenecks. The Company therefore will allow firms to retain their entrepreneurial speed and agility, advantages they would otherwise sacrifice in dealing with logistics rather than the specific focus of the client’s business. The Company will also allow clients to grow at a faster pace as they will be less constrained by large capital expenditures for people, training, equipment, or mistakes made from lack of experience in areas which are unrelated to the client’s specific business purpose.


The field of business process outsourcing has shown dramatic growth in recent years. According to Deloitte, a global organization of member firms devoted to providing audit, tax, consulting, and financial advisory services, the key factors considered when selecting an off-shore outsourcing location are: 1) cost, 2) proficiency in language, 3) industry expertise, 4) technology infrastructure, 5) time zone, 6) political risk, and 7) climate (in that order). (Business Trends Quarterly, Q3 2006).


The Business Process Outsourcing (BPO for short) industry is one of the fastest-growing business sectors in the world. Although much of the demand for such services emanates from the United States and Europe, much of the fulfillment of BPO services occurs in developing nations, such as the Philippines and India. Strong demand for outsourcing services has long been fueled by voice-based services, but demand for back-office support services and high- value “knowledge processing” services is increasing rapidly according to the results of a recent Business Processing Association/Philippines survey conducted with Outsource2Philippines. Seventy percent of respondents - BPO executives in the Philippines - said services they provide to clients are high or very high value-added. As a result, analysts project positive growth for the outsourcing industry and forecast a global BPO market worth $220 billion to $280 billion by 2012. (International BPO conference to tackle global industry issues, Business World, August 6, 2009).


According to a report by Global Industry Analysts, Inc. released in April 2010, the global finance and accounting outsourcing market, just one subset of the overall BPO market, is set to reach $44.9 billion by 2015 (Global Finance & Accounting Outsourcing Market Set to Reach $44.9 Billion by 2015, According to New Report by Global Industry Analysts, Inc., Global Industry Analysts, Inc., April 2010). In fact, the report concludes that as a result of the global economic crisis, a growing number of firms are outsourcing their finance-related processes to third-party providers, thereby gaining exposure to new technologies, expanding market presence around the globe, achieving better cost efficiencies, and gaining best practices of the industry. The Company intends to leverage these cost efficiencies associated with the use of offshore BPO providers.


NelsonHall’s BPO Index for 2007 showed that the BPO market was prospering with year-on-year total contract value (TCV) growth of 147 percent and that the leading indicators for future BPO growth were strong. The defense sector is becoming an increasing source of “white-collar” BPO and two U.S. military contracts worth a combined total of $17.4 billion made a major contribution to 2007 BPO TCV growth. Removing these contracts to show the underlying level of BPO TCV growth in the commercial sector and civil government agencies gives global BPO TCV growth of 28 percent.


In addition, BPO is consistently increasing in strength in all regions. By region, 2007 BPO TCV growth across the commercial sector and civil government agencies was 34 percent in North America, 26 percent in Europe, and 19 percent in the rest of the world.



5



In addition to a strengthening of BPO in 2007 overall, there was a relative strengthening in BPO contract signings as the year progressed, which bode well for prospects for BPO growth in the future. Although the first half of the year tends to be the stronger in terms of contract activity, BPO TCV in the second half of 2007 matched that in the first half of 2007, with the level of H2 BPO signings in Europe at record levels, indicating that BPO signings remain on an upward trend. Overall BPO contract activity in H2 2007 was over 20 percent stronger than would have been predicted on the basis of H1 signings. (Nelson Hall BPO Index Identifies 147% Growth in BPO TCV in 2007: Indicators are Strong, January 10, 2008).


More recent data only validates this growth trend. Growth in employment in the BPO industry has risen at a compounded annual growth rate of 26% since 2002. Going forward, the BPO industry is expected to grow 15-17% in fiscal year 2011 (The Financial Express, July 25, 2010). According to a June 2010 prediction by the National Association of Software and Service Companies (Nasscom), the addressable market from the sector has a strong future, Information Week reports. The report suggests the BPO industry will increase to reach between $890 billion and $980 billion in 2020, tripling in size from its current $200 billion.


We expect over time and as part of the Secondary Rollout to expand the fulfillment of our operations to some foreign countries, for both the benefit of our clients, and to generate greater profits as a result of lower operational costs. As an example, such operational costs would consist of lower average wages for workers. Expansion to overseas markets in business process outsourcing has been commonplace for the last decade. The Company believes that by pairing its U.S. customer base with lower-cost fulfillment overseas, it can achieve a cost-competitive offering and expand more rapidly.


The industry employed about 372 thousand workers as of year-end 2008 and generated 6 billion US dollars of export revenue for the year. In 2008, the creative BPO sector generated total revenue of $150 million. The Philippines currently is getting 15 percent of the total creative outsourcing market, while India is getting 37 percent. (CICT executive confident RP to hit BPO growth target, Ehda M. Dagooc (The Freeman), September 15, 2009).


A decade ago, McKinsey and India’s powerful information technology and outsourcing trade group, Nasscom, predicted that revenue from outsourcing by foreign companies would reach $50 billion in India in 2010. (Wall Street Journal, Heather Timmons, June 2, 2009) According to the findings of NASSCOM, the sector BPO sector in India has reached USD 58.8 billion in Fiscal Year 2008-2009 up from USD 52 billion in Fiscal Year 2007-2008. Export revenues for the Indian IT-BPO industry recorded growth of 16.3 percent and clocked revenues of $46.3 billion in Fiscal Year 2008-2009 up from USD 40.4 billion in Fiscal Year 2007-2008. The domestic segment grew by 21% to register revenues of INR 570 billion in Fiscal Year 2008-2009 from INR 470 billion in Fiscal Year 2007-2008. (Indian IT-BPO industry shows resilience; to grow by 4-7 percent in FY09-10, ENP Newswire, July 29, 2009).


Other locations like Eastern Europe, Philippines, Morocco, Egypt and South Africa have emerged to take a share of the market. China is also trying to grow from a very small base in this industry. However, while the business process outsourcing industry is expected to continue to grow in India, its market share of the offshore piece is expected to decline. Important centers in India are Bangalore, Hyderabad, Kolkata, Mumbai, Pune, Chennai and New Delhi. This international growth of BPO is relevant to the Company’s business prospects, because (a) the Company believes it can maximize its margins and growth potential by outsourcing BPO processes to these growing foreign markets, and (b) the growth of BPO services in such foreign markets demonstrates the overall growth in the underlying demand for such services.


The World BPO/ITO Summit of 2010 reported that on the topic of work going offshore, there is broad agreement that the efficiency enhancements will permit more effective use of skilled US workers to increase productivity, quality and operational enhancements, which will fuel top-line growth.


Proposed Products and Services


The Company will market its “Virtual Admin” brand to businesses to help optimize their management’s time and allow them to focus on their core business activities. Although we have not conducted any formal studies, we believe that the small business community will be receptive to our services. We will seek to obtain referrals through word-of-mouth from our relationships and utilize our initial performance record in our marketing strategy to commence building a larger customer base. Among the services that we propose to offer customers as part of the Initial Rollout are :


(i)

overall analysis of the customer’s various logistical systems and functions, such as customer service, purchasing, inventory control, transportation and warehousing;


(ii)succeed.

 recommendations for and/or implementation of improvements, modifications, cost reductions and/or other efficiencies in the performance of various of these systems and functions;


(iii)Employees

 recommendations for and/or implementation of outsourcing of functions to third parties where appropriate;



6



(iv)

consulting in areas such as technology, feasibility and cost analysis, sales and management training, business, planning, website strategy, post training support, corporate training and development;


(v)

review of the customers policies and procedures to ensure compliance with various laws and regulations relating to employment practices, including procedural or training manuals with adherence to ISO or other quality standards of business. File storage of documentation is provided via CD or on-line. May include layout, design, scanning, and insertion of clip art, general input, formatting, printing, photocopying, and binding of the manuals created;


(vi)

specific problem-solving, such as creating timelines and plans, budget development, deliverables management, communications planning, and documentation. Project tracking and notification of past due tasks, generating reports, and maintenance of the project plan from initiation through completion of the project, contract negotiation, administration, reporting and control;


(vii)

office management, which includes faxing, research, book keeping, bill payment and invoicing, travel requirements, meeting and event planning, transcriptions, translations, correspondence, mail merge set-up of personalized form letters, flyers, and general mail outs; and


Among the services that we propose to offer customers as part of the Secondary Rollout are:


(i)

finance and accounting outsourcing (FAO), which we describe in more detail below.


(ii)

client business expansion, which would include compilation of new or revisions to existing proposals, presentations, bids, or other forms of documentation and correspondence, and PowerPoint presentations to prospective clientele.


(iii)

As we have indicated in the “Risk Factors” section and throughout this prospectus, the Company is not yet operational and will require substantial additional funds.The exact array of services we will offer will be affected by our ability to raise additional capital to secure the office space, personnel and equipment required to provide these services. The greater amount of capital we raise, the greater our services will be both in the quantity of different services we offer and the number of clients we might serve. We will need to raise additional funds of $500,000 to $2,500,000 to further develop our product and additional funds to truly become operational, implement our business plan, bring our product to market, respond to competitive pressures or acquire complementary businesses or technologies.


The Company intends to begin offering FAO services as part of its Secondary Rollout.  Finance departments are under more pressure than ever to deliver timely and accurate financial information while improving strategic value. Today’s CFOs are voicing ongoing frustration about being too consumed with non-value adding transactional activities and regulatory compliance and not having enough time to focus on corporate strategy and being a partner to business. Increased turnover in finance departments, increased demands on financial reporting and legacy IT is compounding the pressure on time and management of finance and accounting departments. The Company’s FAO services will help reduce the pressure on a finance and accounting department and provide an effective solution to some of these challenges. The Company will partner with clients to redefine their finance operations by bringing technology capabilities, domain expertise, value add management, operational excellence and relentless focus on process improvement and predictability. The Company intends to provide a wide range of finance, accounting, and tax outsourcing services. Clients will be able to choose to outsource one or two discrete processes, such as accounts payable/ receivable or choose to outsource their entire accounting function.


We will not, like some logistics firms, specialize in any one area of the logistics industry. Rather, our executive officer will seek to use her expertise and experience to make available to, and customize to the business and operations of, each customer all of the services aforementioned, including, but not limited to, overall analysis, recommendations, implementation and specific problem-solving.


We will charge each customer a fee for our services based upon, among other factors, the time necessitated in the performance of, and the difficulty of the services. We intend, depending upon the success of our initial operations and depending upon our ability to raise additional capital over the next twelve months, to employ limited additional personnel with experience in the logistics business. While our working capital is extremely limited at the present time, provided that we can raise additional capital through the sales of our common stock over the next twelve months, we would like to employ a limited number of additional employees in addition to our executive officers, including a marketing specialist and a part-time bookkeeper. Our continuation in business after the expiration of one year from the date of this offering and the employment of significant additional staff, will be dependent upon our achievement of significant profits from operations and/or obtaining significant capital from third party investors. Eventually, assuming our initial success in generating operating profits and raising capital from third party investors, management plansForm 10-K filing, we have no employees.

Item 1A. Risk Factors.

Not applicable to expand the scope of our services and to begin to utilize foreign workers to fulfill our customer’s BPO needs. We have also engaged Touchstone Advisors, Inc., a company controlled by Jonathan Destler, to assist us with general business consulting which has included identifying and recruiting our present CFO. We have paid that consultant $29,000 in consulting fees pursuant to an oral agreement. The oral agreement is month to month, and can be terminated by either party at any time. We do not intend to offer that consultant any stock as compensation.smaller reporting companies.



7Item 1B. Unresolved Staff Comments.



In order to ensure the performance of high quality, state-of-the-art, customized services, we will endeavor to follow specific procedures ourselves, double-checking crucial steps and benchmarking our services with those of competitors. Certain of the procedures that we intend to follow include: (i) prompt response to customers during, and availability to customers for emergencies after, business hours; (ii) provision of free, written estimates within approximately 72 hours; (iii) commencement of work within seven days following the receipt of a signed contract; (iv) completion of services undertaken without interruption; (v) use of the highest quality products and materials available; (vi) follow-up subsequent to the completion of each job to ensure customer satisfaction; and (vii) guarantee of satisfaction of the services performed. Additionally, we intend to evaluate and assess the nature, quality and timeliness of our services from time-to-time through surveys and other means in order to be responsive to changes in market conditions and customer demands and to be competitive with the services offered by competitors.


None.

Operating Plan and Cost Analysis


Item 2. Properties.

After we complete our initial funding after the effectiveness of this Registration Statement, as part of its Initial Rollout the Company will hire sales manager, marketing manager, accounting manager and delivery manager. The sales and marketing managers will design the web site and the sales tools necessary to introduce prospective customers to our service offering.


The service offering will include a suite of services including:


·

Graphics, Animation, Presentations, Logo Creation

·

Brochure Creation, Illustrations, Banners

·

Customer Service, Web Research, Word Processing

·

Email Handling, Translation, Data Entry, Transcription


Services will be offered on a monthly contract basis with four packages; Tier One – 10 hours a month, Tier Two – 20 hours a month, Tier Three – 30 hours a month, Tier Four – 40 hours a month.


The accounting manager will purchase and configure the accounting system and establish accounting procedures. The delivery manager will establish the training program to train new employees on delivering the services. The delivery manager will design and implement the work ordering, scheduling and billing software that will administrate the identification and delegation of client services.


The sales manager will hire sales people for each geographical region. The marketing manager will develop a webinar that prospective customers can attend. The marketing manager will purchase keywords like “virtual admin” on Google adwords to drive traffic to the webinar. The marketing manager will purchase email lists and send bulk email to small and medium sized businesses to generate interest in the webinar. Sales staff will call leads generated from people who attend the webinar, review the services and sign contracts with new customers.


Customers will be given a main contact. They will be able to assign work and communicate with their main contact via email and Skype with or without video. If the customer requests a service that is not the core competency of the main contact, the main contract will receive the work request and enter it into the system. The delivery manager will review these contacts in real-time and assign the proper resource to accomplish the task.


We estimate that it will take 12 months to complete the Initial Rollout and become cash flow positive. We believe that if the Company can raise an additional $2.5 million in capital (see “Recent Activities of the Company” below), that amount of capital will get the Company to cash flow positive. We estimate operating expenses to be approximately $150,000 per month. We estimate our gross margin to be 28% to 30%. In 2004, according to the US Census Bureau, there were 1.2 million businesses in the United States with between 10 and 500 employees. To break even, we will need to make $600,000 a month in sales, the equivalent of 1,500 Tier Four contracts which is 0.1% of the market.


Firms with 10 to 19 employees

632,682

Firms with 20 to 99 employees

526,355

Firms with 100 to 499 employees

86,538

Total

1,245,575




8



The Company will take care to phase in its various offerings based upon the amount of capital it is able to raise (see “Recent Activities of the Company” below). To that end, theneither rents nor owns any properties. The Company intends to offer some of the lower-cost services as part of the Initial Rollout, such as outsourcing recommendations, compliance and document storage, and office management including research, book keeping and bill management. When the Company generates positive cash flow and is able to raise additional financing from the capital markets, the Company will initiate its Secondary Rollout and will begin offering some of the higher-cost and more robust outsourced services such as finance and accounting services and will tap the international markets for lower-cost labor fulfillment. As stated in the initial paragraph in the “Risk Factors” section, the exact array of services we will offer will be affected by our ability to raise additional capital to securecurrently utilizes the office space personnel and equipment required to provide these services. The greater amount of capital we raise,a related party in Tel Aviv, Israel at no cost. Given the greater our services will be both in the quantity of different services we offer and the number of clients we might serve.


Planned Sales and Marketing


Our marketing effort will be a vital part of our operation. We will market direct to our customers and have allocated a significant portion of our operating budget to this marketing effort that may include hiring marketing personnel, advertising in trade publications and, if required, advertising in the general media. We have not conducted any studies to determine the optimal price points for our proposed product.


Competition


Competition in all aspectslimited need of the outsourced servicesCompany, management believes that the office space is more than suitable and business services industry is intense. We will compete against established outsourced business services companiesadequate. The Company currently has no policy with name familiarity and greater financial resources. We intendrespect to use our relatively small size to our advantage by focusing on customer service and by deploying unique marketing strategies. A large partinvestments or interests in real estate, real estate mortgages or securities of, our effort to compete against our other companiesor interests in, our field will be directed to being recognizedpersons primarily engaged in this market of large players and, as a small company, to gain the trust of purchasing decision makers at our potential customers. In an effort to effectively compete, we will focus heavily on providing excellent service to our customers. We also intend to compete by running cutting edge marketing campaigns that use the internet and other technologies to educate the market about our services. Competitors may seek to duplicate the benefits of our services in ways that do not infringe on any benefits that our services offer. As a result we could find that our entire marketing plan and business model is undercut or made irrelevant by actions of other companies under which we have no control. We cannot promise that we can accomplish our marketing goals and as a result may experience negative impact upon our operating results.real estate activities.


Employees


As of December 31, 2010 and March 31, 2011 and currently we have no employees. Our officers serve us on a part time basis and are compensated minimally. If we become fully operational, we foresee the need for five technical employees, at least two clerical employees, and marketing and sales personnel as determined by management’s judgment of our business’ needs.


Legal Proceedings


We are not party to any legal proceeding and are unaware of any threatened legal proceeding to which we may become subject.


OUR EXECUTIVE OFFICES

Our executive offices are located at 21 Merrimac Way, Unit B, Tyngsboro, MA 01879.

ITEM 1A.

RISK FACTORS


As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.


ITEM 1B.Item 3. Legal Proceedings.

UNRESOLVED STAFF COMMENTS


None.


ITEM 2.

PROPERTIES


Our current business address is 21 Merrimac Way, Unit B, Carson City, Delaware 8970.  Our telephone number is (978) 697-1180.   


We currently operate out of the residence of our CEO and president Emily Lussier and will not pay any rent to Ms. Lussier until such time as we generate cash flow from our fund raising activities or operations. When we receive additional funding and need space beyond our present facility, we believe that we will be able to find ample suitable space within our projected budget as set forth above.



9



ITEM 3.

LEGAL PROCEEDINGS


We are not currently involved ina party to any legal proceedings, andnor are we are not aware of any pending or potential legal actions.


threatened litigation.

ITEM

Item 4. (REMOVED AND RESERVED).Mine Safety Disclosures


None.


Not applicable to smaller reporting companies.

3

PART II


ITEM

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

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION


Market Information

Our shares of common stock do not trade on an exchange or on any over-the-counter market.


We intend to have our common stock be quoted on the OTC Bulletin Board.  If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it:


(i) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and


(ii) securities admitted to quotation are offered by one or more broker-dealers rather than the “specialist” common to stock exchanges.


To qualifylisted for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known asMarkets under the market maker, willing to list bid or sale quotations and to sponsor the company listing. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the Company listing. If the Company meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board until a future time, if at all, that we apply and qualify for admission to quotation on the NASDAQ Capital Market. We may not now and it may never qualify for quotation on the OTC Bulletin Board or be accepted for listing of our securities on the NASDAQ Capital Market.


TRANSFER AGENT


ticker symbol “FDOC,”

The transfer agentfollowing table sets forth, for the periods indicated, the high and low closing sales prices of our common stock is Colonial Stock Transfer Company, Inc., 66 Exchange Place - Suite 100, Salt Lake City, UT 84111,(where the end of the quarter was on a weekend or holiday and their telephone number is: (801) 355-5740.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, 2020: HIGH    LOW 
March 31, 2020 $0.020  $0.0050 
June 30, 2020 $0.200  $0.0035 
September 30, 2020 $0.085  $0.0297 
December 31, 2020 $0.004  $0.0155 
         
FISCAL YEAR ENDED DECEMBER 31, 2021:        
March 31, 2021 $0.120  $0.0171 
June 30, 2021 $0.139  $0.0310 
September 30, 2021 $0.100  $0.0455 
December 31, 2021 $0.140  $0.0680 

HOLDERS(b) Holders


As of December 31, 2010, the Company had 4,212,000 shares2021, there were approximately 107 holders of record of our common stock, issuednot including holders who hold their shares in street name and outstandingas of the same date 540,596 shares are held by 50 holders of record.in “street name,” largely from the Company’s initial registration.


DIVIDENDS


(c) Dividends

Historically, we have not

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 to the holders of our common stock and we do not expect to pay any such dividendson its Common Stock in the foreseeable future as we expectfuture.

(d) Equity Compensation Plan Information

The Company does not currently have an equity compensation plan but intends to retain our future earnings for useadopt one in the operation and expansionfuture. In lieu of our business.


RECENT SALES OF UNREGISTERED SECURITIES


None.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


We have not established anyan equity compensation plans under which equity securities are authorized for issuance.


PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS


We did not purchase any of ourplan the Company intends to grant shares of commonrestricted 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 other securities during the year ended December 31, 2010.



others.

10


Item 6. Selected Financial Data.


Not applicable to smaller reporting companies.

ITEM 6.

SELECTED FINANCIAL DATAItem 7. Management's Discussion and Analysis Of Financial Condition And Results Of Operations


As a “smaller reporting company,” as definedThe following discussion and analysis of our financial condition and results of operations should be read in Rule 12b-2conjunction 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 Exchange Act, wereported 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 required to provide the information called for by this Item.readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions

4


ITEM 7.Background

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


OVERVIEW


We are not currently engaged in a developmental stage. Implementing our plannedany 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, 2021. 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 dependent onto 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 abilitypotential candidate target companies to raise between $500,000any specific business, industry or geographical location and, $2,500,000thus, may acquire any type of additional capital after all offering expenses paid to a placement agent, attorneys, accountants and the like.business.


Our plan is to utilize such capital we raise as follows:


 

 

If a Net of

$500,000 is Raised

 

If a Net of

$2,500,000 is Raised

 

 

 

 

 

Renting and Furnishing Offices

$

100,000

$

250,000

 

 

 

 

 

Equipment

$

80,000

$

300,000

 

 

 

 

 

Officer Salaries

$

100,000

$

350,000

 

 

 

 

 

Marketing Expense

$

120,000

$

850,000

 

 

 

 

 

Working Capital

$

100,000

$

750,000


The foregoing are estimates onlyCompany does not currently engage in any business activities that provide cash flow. The costs of investigating and anyanalyzing business combinations for the next 12 months and beyond such time will be paid with funds mayto be reallocated based upon management’s evaluation of then existing conditions.  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 have no current plans on how to raise the additional funding.  We cannot provide any assurance thatbelieve we will be able to raise sufficientmeet these costs through use of funds to proceedbe 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 foregoing plans.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.


RESULTS OF OPERATIONS


Results of Operations

Working Capital December 31 December 31
  2021 2020
     
Current Assets $—    $—   
Current Liabilities  18,857   12,568 
Working Capital (Deficit) $(18,857) $(12,568)
         

Cash Flows December 31 December 31
  2021 2020
     
Cash Flows from (used in) Operating Activities $—    $(5,677)
Cash Flows from (used in) Financing Activities  —     5,677 
Net Increase (decrease) in Cash During Period $—    $—   

5

Years Ended December 31, 2021 compared to Year Ended December 31, 2020

Revenues

We have generated no revenues since inceptionof $0 and have incurred $104,552 in expenses from inception through December 31, 2010.  These expenses were comprised of $94,948 in professional fees, $7,500 in management fees and $2,104 in general and administrative costs.  We incurred expenses of $27,345 and $28,644$0 for the years ended December 31, 20102021 and 2009,2020, respectively.  Our net loss since inception (March 25, 2008) through December 31, 2010 was $104,552.  The following table provides selected financial data about our company

Operating and Administrative Expenses

Operating expenses for the yearsyear ended December 31, 20102021 were $28,785 compared with $5,089 for the year ended December 31, 2020.  The increase in operating expenses were attributable to an increase in audit and 2009.


Balance Sheet Data

December 31, 2010

 

December 31, 2009

Cash and Cash Equivalents

$

242

 

$

280

Total Assets

$

242

 

$

280

Total Liabilities

$

20,663

 

$

14,091

Shareholders’ Equity (Deficit)

$

(20,421)

 

$

(13,811)

GOING CONCERNother consulting fees for the year ended December 31, 2021.

 

Silverhill Management Services, Inc.During the year ended December 31, 2021, the Company recorded a net loss of $17,537, compared with net income of $5,764 for the year ended December 31, 2020.

Liquidity and Capital Resources

As of December 31, 2021, the Company's cash balance was $0 compared to cash balance of $0 as of December 31, 2020. As of December 31, 2021, the Company's total assets were $0 compared to total assets of $0 as of December 31, 2020.

As of December 31, 2021, the Company had total liabilities of $18,857 compared with total liabilities of $12,568 as of December 31, 2020. The increase in total liabilities is attributed to an exploration stage companyincrease in accounts payable and currentlyaccrued liabilities from $4,940 as of December 31, 2020 to $18,857 as of December 31, 2021.

As of December 31, 2021, the Company has no operations.  Our independent auditor has issueda working capital deficit of $18,857 compared with working capital deficit of $12,568 at December 31, 2020 with the increase in the working capital deficit attributed to an audit opinionincrease in accounts payable from $4,940 on December 31, 2020 to $18,857 as of December 31, 2021, a decrease in due to related party, Joseph Passaalqua from $2,628 as of December 31, 2020 to $0 as of December 31, 2021 and a decrease in notes payable, due a related party, Stanley Wilson from $5,000 as of December 31, 2020 to $0 as of December 31, 2021.

As of December 31, 2021 and December 31, 2020, all related parties waived their rights to amounts owed by the Company in the amount of $10,752 , and $10,853, respectively. The Company recorded these amounts as a gain on debt forgiveness in these amounts in the accompanying financial statements.

Cashflows from Operating Activities

During the year ended December 31, 2021, the Company did not used any cash for Silverhill Management Services which includes a statement raisingoperating activities, during the year ended December 31, 2020 the Company used $5,677 for operating activities.

Cashflows from Financing Activities

During the year ended December 31, 2021, the Company did not receive any cash from financing activities, during the year ended December 31, 2020 the Company $5,677 was provided by financing activities.

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 as toregarding our ability to continue as a going concern.


LIQUIDITY AND CAPITAL RESOURCESconcern.

 

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 $0 in cash balance atand has not earned any revenues from operations to date. In the previous two fiscal years our operating expenses were $28,785 and $5,089 in the years ended December 31, 2010 was $242 with $20,663 in outstanding liabilities. Total expenditures over2021 and December 31, 2020, 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 $20,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the Company’s Exchange Act filing requirements. The costs related to the acquisition of a business combination target company vary widely and are expecteddependent on a variety of factors including, but not limited to, be approximately $25,000.  If we experiencethe amount of time it takes to complete a shortagebusiness combination, the location of fundsthe target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to generating revenuesthe 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 is currently devoting its efforts to locating merger candidates. 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.

Our officers and directors have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. 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 utilizeeffect 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.

We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses.

We have not established a specific timeline nor have we created a specific plan to identify an acquisition target and consummate a business combination. We expect that our management and the Company, through its various contacts and affiliations with other entities will locate a business combination target. We expect that funds from our directors, whoin the amount of approximately $20,000 will be required in order for the Company to satisfy its Exchange Act reporting requirements during the next 12 months, in addition to any other funds that will be required in order to complete a business combination. Such funds can only be estimated upon identifying a business combination target. Our management and stockholders have informally agreedindicated an intent to advance funds on behalf of the Company as needed in order to allow us to pay for operating costs,accomplish its business plan and comply with its Exchange Act reporting requirements, however, there are no agreements in effect between the Company and our management or stockholders specifically requiring they have no formal commitment, arrangement or legal obligation to advance or loanprovide any funds to us.  Management believesthe Company. Therefore, there are no assurances that the Company will be able to obtain the required financing as needed in order to consummate a business combination transaction.

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 currentfinancial 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, 2021 and December 31, 2020, 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 sheet of Fuel Doctor Holdings, Inc. (the “Company”) as of December 31, 2021 and the related statements of operations, stockholders’ deficit, and cash balance will not be sufficient to fund our operationsflows for the next twelve months.



11



Management’s Discussionyear then ended, and Analysis containsthe related notes (collectively referred to as the financial statements). In our opinion, the financial statements that are forward-looking. These statements are based on current expectationspresent fairly, in all material respects, the financial position of the Company as of December 31, 2021, and assumptions that are subject to risksthe results of its operations and uncertainties. Actual results could differ materially because of factors discussed in the “Risk Factor” section.


Cash flow activitiesits cash flows for the fiscal year ended December 31, 20102021, 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

Net Cash Used

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Operating Activities. Net cash used in operating activities were $20,773 which includes net lossNote 3 to the financial statements, based on its projections, the Company anticipates that during 2022, 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 $27,345, offset by increasesthis uncertainty.

Basis for Opinion

These financial statements are the responsibility of $6,575 in accrued expenses.


Net Cash Provided by Financing Activities. We had no net cash provided by financing activities through sale of common stock.


Over the next twelve months our existing capital may not be sufficientCompany’s management. Our responsibility is to sustain our operations. Management plans to seek additional capital to fund operations through additional equity financing. No assurance can be made that such financing would be available. Even ifexpress an opinion on the equity financing is successful, it could have a negative impactCompany’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 conditionstatements 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 dilute our existing shareholders’ equity interestperforming procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the Company.


We had minimal capital expenditures forfinancial statements. Our audits also included evaluating the fiscal year ended December 31, 2010accounting principles used and we do not anticipatesignificant estimates made by management, as well as evaluating the need for any significant capital expenditures duringoverall presentation of the next twelve (12) months.


INFLATION


Inflation can be expected to have an impact on our operating costs. A prolonged period of inflation could cause a general economic downturn and negatively impact our results. However, the effect of inflation has been minimal over the past three years.


SEASONALITY


financial statements. We do not believe that our business willaudits 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 seasonalcommunicated to anythe audit committee and that: (1) relate to accounts or disclosures that are material degree.to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.


OFF BALANCE SHEET ARRANGEMENTS


Liebman Goldberg & Hymowitz, LLP

We have no off-balance sheet arrangements.served as the Company’s auditor since
February 8, 2022.

Garden City, New York

April 18, 2022

473

F-2

FUEL DOCTOR HOLDINGS, INC.
BALANCE SHEETS

     
     
  December 31, 2021 December 31, 2020
ASSETS    
Current assets $    $   
 Total current assets  —     —   
     
TOTAL ASSETS $0    $0   
     
 LIABILITIES & STOCKHOLDERS’ DEFICIT        
 Current liabilities:        
 Accounts payable and accrued liabilities $18,857  $4,940 
 Accounts payable - related party       2,628 
 Note payable - related party       5,000 
         
 Total current liabilities  18,857   12,568 
         
 Total liabilities  18,857   12,568 
         
 Stockholders’ deficit        
 Preferred stock, par value $0.0001,        
     10,000,000 shares authorized; 0 shares issued        
     Preferred stock, par value $0.0001, 10,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2021 and December 31, 2020  0     0   
 Common stock, par value $0.0001,        
     290,000,000 shares authorized; 256,739,363 shares issued        
      and outstanding at December 31, 2021 and 36,739,363        
   Common stock, par value $0.0001,  290,000,000 shares authorized; 256,739,363 shares issued and outstanding at December 31, 2021 and 36,739,363  issued and outstanding at December 31, 2020  25,674   3,674 
 Additional paid-in capital  1,512,994   1,523,746 
 Accumulated deficit  (1,557,525)  (1,539,988)
         
 Total stockholders’ deficit  (18,857)  (12,568)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $0    $0   
         
        

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,
  2021 2020
     
Revenues: $    $   
         
Operating expenses:        
General and administrative expenses  5,496   1,800 
Professional fees  23,289   3,289 
Total operating expenses  28,785   5,089 
         
Operating loss  (28,785)  (5,089)
         
Other income:        
Gain on debt forgiveness  11,248   10,853 
         
Net (loss) income $(17,537) $5,764 
         
Basic & diluted (loss) income per common share $(0.00) $0.00 
         
Weighted average common shares        
Weighted average common shares Outstanding  143,424,295   27,052,897 
         
The accompanying notes are an integral part of these audited financial statements

F-4

FUEL DOCTOR HOLDINGS, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT

                   
  Common Stock  
  Common Stock Shares Par Value Additional Paid-In Capital Accumulated Deficit Total Stockholders'  Deficit
Balance at December 31, 2019  14,779,363  $1,478  $1,523,746  $(1,545,752) $(20,528))
                 
Common stock issued in exchange for debt forgiveness  21,960,000   2,196            2,196)
                 
Net profit  —               5,764  5,764
                 
Balance at December 31, 2020  36,739,363  $3,674  $1,523,746  $(1,539,988) $(12,568)
                 
Common stock issued in exchange for debt forgiveness  220,000,000   22,000   (10,752      11,248
                 
Net loss  —               (17,537) (17,537)
                 
Balance at December 31, 2021  256,739,363  $25,674  $1,512,994  $(1,557,525) $(18,857))
                 

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,
  2021 2020
CASH FLOWS FROM OPERATING        
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net (loss) income $(17,537) $5,764 
Adjustments to reconcile net (loss) income to net cash        
         
Used in operating activities:        
Gain of debt forgiveness  11,248   10,853 
Changes In:        
Accounts payable and accrual liabilities  13,917   (13,069)
Accounts payable - related party  (2,628)  (9,225)
Note payable - related party  (5,000)     
Net cash used in operating activities       (5,677)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
  Loan from related party       5,677 
Net cash provided by financing activities       5,677 
         
Net (decrease) increase in cash          
Cash at beginning of period          
         
Cash at end of period $    $   
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the year for:        
Cash paid during the year for: Interest $    $   
Cash paid during the year for: Franchise taxes $    $   
         
SUPPLEMENTAL DISCLOSURE OF        
    NON-CASH INVESTING AND FINANCING ACTIVITIES        
Issuance of 21,960,000 shares of common stock        
   Issuance of 21,960,000 shares of common stock in exchange for debt forgiveness $    $2,196 
Issuance of 220,000,000 shares of common stock        
Issuance of 220,000,000 shares of common stock in exchange for debt forgiveness $22,000     
         
 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, 2021 and 2020

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 entered into an Agreement and Plan of Reorganization (the “Plan”) with Fuel Doctor, LLC, a California Limited Liability company. Pursuant to the terms of the Plan, the members of Fuel Doctor, LLC agreed to transfer all of the issued and outstanding limited units in Fuel Doctor, LLC to the Company in exchange for the issuance of an aggregate of 9,367,500 shares of the Company’s stock, thereby causing Fuel Doctor, LLC to become a wholly owned subsidiary of the Company. Immediately following the closing of the Plan, the Company changed its name to Fuel Doctor Holdings, Inc.

On January 6, 2022, Amitai 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, Amitai 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.


ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.





ITEM 8.

FINANCIAL STATEMENTS


Silverhill Management Services, Inc.


(A Development Stage Company)


December 31, 2010 and 2009


Index to Financial Statements


Contents

Page(s)

Report of Independent Registered Public Accounting Firm

F-2

Balance Sheets at December 31, 2010 and 2009

F-3

Statements of Operations for the Years Ended December 31, 2010 and 2009 and for the Period from March 25, 2008 (Inception) through December 31, 2010

F-4

Statement of Stockholders’ Deficit for the Period from March 25, 2008 (Inception) through December 31, 2010

F-5

Statements of Cash Flows for the Years Ended  December 31, 2010 and 2009 and for the Period from March 25, 2008 (Inception) through December 31, 2010

F-6

Notes to the Financial Statements

F-7



F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Silverhill Management Services, Inc.

(A development stage company)

Tyngsboro, Massachusetts


We have audited the accompanying balance sheets of Silverhill Management Services, Inc. (a development stage company) (the “Company”) as of December 31, 2010 and 2009 and the related statements of operations, stockholders’ deficit and cash flowsfor the years then ended, and for the period from March 25, 2008 (inception) through December 31, 2010.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended, and for the period from March 25, 2008 (inception) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.


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, the Company had a deficit accumulated during the development stage at December 31, 2010 and had a net loss and net cash used in operating activities for the year then ended, with no revenues earned since inception.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regards 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.




/s/ Li & Company, PC

Li & Company, PC



Skillman, New Jersey

March 31, 2011




SILVERHILL MANAGEMENT SERVICES, INC.

 (A DEVELOPMENT STAGE COMPANY)

 BALANCE SHEETS


 

 

 

 

December 31,

2010

 

December 31,

2009

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash

$

242

 

$

280

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

242

 

 

280

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

242

 

$

280

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accrued expenses

$

20,663

 

$

14,091

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

20,663

 

 

14,091

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

 

 

 

Preferred stock at $0.0001 par value: 10,000,000 shares authorized,

 

 

 

 

 

 

 

none issued or outstanding

 

-

 

 

-

 

Common stock at $0.0001 par value: 50,000,000 shares authorized,

 

 

 

 

 

 

 

4,212,000 shares issued and outstanding

 

421

 

 

421

 

Additional paid-in capital

 

83,710

 

 

62,975

 

Deficit accumulated during the development stage

 

(104,552)

 

 

(77,207)

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

(20,421)

 

 

(13,811)

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

$

242

 

$

280


See accompanying notes to the financial statements.




SILVERHILL MANAGEMENT SERVICES, INC.

 (A DEVELOPMENT STAGE COMPANY)

 STATEMENTS OF OPERATIONS


 

 

 

 

 

 

 

For the Period from

 

 

 

For the Year

 

For the Year

 

March 25, 2008

 

 

 

ended

 

ended

 

(Inception) through

 

 

 

December 31,

2010

 

December 31,

2009

 

December 31,

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Professional fees

$

26,307

 

$

26,441

 

$

94,948

 

Officer compensation

 

1,000

 

 

1,500

 

 

7,500

 

General and administrative expenses

 

38

 

 

703

 

 

2,104

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

27,345

 

 

28,644

 

 

104,552

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

(27,345)

 

 

(28,644)

 

 

(104,552)

 

 

 

 

 

 

 

 

 

 

 

INCOME TAXES

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(27,345)

 

$

(28,644)

 

$

(104,552)

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE -

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED:

$

(0.01)

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Common Shares Outstanding -

 

 

 

 

 

 

 

 

 

 

basic and diluted

 

4,212,000

 

 

4,188,196

 

 

 


See accompanying notes to the financial statements.




SILVERHILL MANAGEMENT SERVICES, INC.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' DEFICIT

For the Period from March 25, 2008 (Inception) through September 30, 2010


 

 

Common Stock,

$0.0001 Par Value

 

 

 

Deficit

accumulated

 

 

 

 

 

 

 

 

 

Additional

 

During the

 

Total

 

 

Number of

Shares

 

Amount

 

Paid-in

Capital

 

Development

Stage

 

Stockholders'

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 25, 2008 (Inception)

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for cash at $0.0001 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

upon formation of the Company

3,960,000

 

 

396

 

 

-

 

 

-

 

 

396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for cash at $0.25 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

on May 7, 2008

4,000

 

 

1

 

 

999

 

 

-

 

 

1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for cash at $0.25 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

between July 15, 2008 and September 25, 2008

92,000

 

 

9

 

 

22,991

 

 

-

 

 

23,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for cash at $0.25 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

between October 3, 2008 and December 15, 2008

80,000

 

 

8

 

 

19,992

 

 

-

 

 

20,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

 

-

 

 

-

 

 

(48,563)

 

 

(48,563)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2008

4,136,000

 

 

414

 

 

43,982

 

 

(48,563)

 

 

(4,167)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for cash at $0.25 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

between January 12, 2009 and January 27, 2009

28,000

 

 

3

 

 

6,997

 

 

-

 

 

7,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for cash at $0.25 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

between May 29, 2009 and June 18, 2009

24,000

 

 

2

 

 

5,998

 

 

-

 

 

6,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for cash at $0.25 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

on July 2, 2009

24,000

 

 

2

 

 

5,998

 

 

-

 

 

6,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

 

-

 

 

-

 

 

(28,644)

 

 

(28,644)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2009

4,212,000

 

 

421

 

 

62,975

 

 

(77,207)

 

 

(13,811)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital for the quarter ending June 30, 2010

-

 

 

-

 

 

7,000

 

 

-

 

 

7,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital for the quarter ending September 30, 2010

-

 

 

-

 

 

5,000

 

 

-

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital for the quarter ending December 31, 2010

-

 

 

-

 

 

8,735

 

 

-

 

 

8,735

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

 

-

 

 

-

 

 

(27,345)

 

 

(27,345)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2010

4,212,000

 

$

421

 

$

83,710

 

$

(104,552)

 

$

(20,421)


See accompanying notes to the financial statements.




SILVERHILL MANAGEMENT SERVICES, INC.

 (A DEVELOPMENT STAGE COMPANY)

 STATEMENTS OF CASH FLOWS


 

 

 

 

 

 

 

For the

Period from

 

 

 

 

 

 

 

March 25,

2008

 

 

 

For the Year

ended

 

For the Year

ended

 

(Inception)

through

 

 

 

December 31,

2010

 

December 31,

2009

 

December 31,

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net loss

$

(27,345)

 

$

(28,644)

 

$

(104,552)

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in

 

 

 

 

 

 

 

 

 

operating activities

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Accrued expenses

 

6,572

 

 

4,491

 

 

20,663

 

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

(20,773)

 

 

(24,153)

 

 

(83,889)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Sale of common stock

 

-

 

 

19,000

 

 

63,396

 

Contribution to capital

 

20,735

 

 

-

 

 

20,735

 

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

20,735

 

 

19,000

 

 

84,131

 

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

(38)

 

 

(5,153)

 

 

242

 

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

280

 

 

5,433

 

 

-

 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

$

242

 

$

280

 

$

242

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

Interest paid

$

-

 

$

-

 

$

-

 

Taxes paid

$

-

 

$

-

 

$

-


See accompanying notes to the financial statements.



F-6



Silverhill Management Services, Inc.

(A Development Stage Company)

December 31, 2010 and 2009

Notes to the Financial Statements


NOTE 1 – ORGANIZATION AND OPERATIONS


Silverhill Management Services, Inc. (a development stage company) (the “Company”) was incorporated on March 25, 2008 under the laws of the State of Delaware.  A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace.  The Company plans to offer business support services to proprietors, entrepreneurs, and small business owners.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


2.1 Basis of presentation


Presentation

The Company’s financial statements of the Company have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“U.S. GAAP”).


Development stage company


The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inceptionCertain prior year amounts have been considered as part ofreclassified for consistency with the Company’s development stage activities.current year presentation.


2.2 Use of estimates


Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principlesU.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.


Due to

F-7

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

For the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.Years Ended December 31, 2021 and 2020


Cash equivalents


The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Fair value of financial instruments


2.3 Income Taxes

The Company follows paragraph 825-10-50-10the asset and liability method of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.


The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.



F-7



The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2010 or 2009, no gains or losses are reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the year ended December 31, 2010 or 2009.


Revenue recognition


The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.


Income taxes


The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferredtaxes. Under this method, deferred income tax assets and liabilities are determined based uponrecognized for the estimated tax consequences attributable to differences between the financial reportingstatement carrying values and their respective income tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the statements of operationsincome in the period that includes the enactment date.


2.4 Basic Income (Loss) Per Share

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.


Netcomputes income (loss) per common share


Net income (loss) in accordance with “ASC-260”, “Earnings per commonShare” which requires presentation of both basic and diluted earnings per share is computed pursuant to section 260-10-45on the face of the FASB Accounting Standards Codification.  statement of operations.

Basic net income (loss)loss per common share is computed by dividing net income (loss)loss available to common shareholders by the weighted average number of outstanding common shares ofduring the period. Diluted loss per share gives effect to all dilutive potential common stockshares outstanding during the period. Diluted net income (loss)Dilutive loss per share excludes all potential common shareshares if their effect is computed by dividing net income (loss) byanti-dilutive.

For the weighted average number of shares of common stockyears ended December 31, 2020 and potentially dilutive outstanding shares of common stock during the period. There2021 there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares outstandingwould have been excluded from the computation because they would have been anti-dilutive as of December 31, 2010 or 2009.the Company incurred losses in this period.


2.5 Commitments and contingencies


Contingencies 

The Company follows ASC 440 "Commitments" and ASC 450 "Contingencies", subtopic 450-20 "Loss Contingencies" of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities forcontingencies 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 arising fromrelated to legal proceedings that are pending against the Company or un-asserted claims assessments, litigation, finesthat 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.

F-8

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and penalties2020

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.5 Commitments and other sources are recorded whenContingencies (Continued)

If the assessment of a contingency indicates that it is probable that a liabilitymaterial loss has been incurred and the amount of the assessmentliability 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 estimated.


Cash flows reporting


The Company adopted paragraph 230-10-45-24possible, or is probable but cannot be estimated, then the nature of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receiptscontingent liability, and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25an estimate of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effectsrange of (a) all deferrals of past operating cash receiptspossible losses, if determinable and payments and all accruals of expected future operating cash receipts and payments and (b) all items thatmaterial, would be disclosed.

Loss contingencies considered remote are included in net income that dogenerally not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.



F-8



Subsequent events


The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued whendisclosed unless they are widely distributed to users, such as through filing them on EDGAR.


Recently issued accounting pronouncements


In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06“Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:


1.

Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.

2.

Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).


This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:


1.

Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.

2.

Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.


This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology frommajor categoriesof assets toclassesof assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.


In April 2010, the FASB issued ASU No. 2010-13, “Compensation—Stock Compensation (Topic 718):Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”).This update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a marketinvolve guarantees, in which a substantial portion ofcase the entity’s equity securities trades should notguarantees would be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. 


In August 2010, the FASB issued ASU 2010-21,“Accounting for Technical Amendments to Various SEC Rules and Schedules:Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”),was issued to conform the SEC’s reporting requirements to the terminology and provisions inASC 805, Business Combinations, and inASC 810-10, Consolidation. ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.


In August 2010, the FASB issued ASU 2010-22,“Accounting for Various Topics: Technical Corrections to SEC Paragraphs” (“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics.  The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of  stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers. 



F-9



In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350):When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”(“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.


In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805):Disclosure of Supplementary Pro Forma Information for Business Combinations”(“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.


disclosed. Management does not believe, based upon information available at this time, that any other recently issued, but not yet effective accounting pronouncements, if adopted, wouldthese matters will have a material adverse effect on the accompanyingCompany’s consolidated financial statements.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


As reflectedThe 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 accompanying financial statements,normal course of business for the foreseeable future. The Company has incurred a loss since inception (March 25, 2008) resulting in an accumulated deficit of $1,557,525 as of December 31, 2021 and further losses are anticipated in the development of its business. Further, the Company hadhas current liabilities in excess of current assets and has a stockholders’ deficit accumulated during the development stage of $104,552 at December 31, 2010 with a net loss2021. The Company has no financing arrangements as of $27,345 and net cash usedDecember 31, 2021. The Company will seek to raise addition al funds through the sale of its common stock, through debt financing or funds loaned to or invested in operating activities of $20,773 for the year then ended, respectively, with no revenues earned since inception.


While theus by our stockholders, management or other investors. The Company is attempting to commence operations and generate revenues,does not know whether additional financing will be available on favorable terms, or at all. These factors raise substantial doubt about the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to implement its business plan and generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements.

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 dependent uponevolving 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-9

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

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 in Fuel Doctor Holdings, Inc. to 300,000,000 with a par value of $0.0001 of which 290,000,000 shares shall be common stock with a par value of $0.0001 and 10,000,000 shares shall be preferred stock with a par value of $0.0001. There were 256,739,363 and 36,739,363 shares of common stock outstanding at December 31, 2021 and December 31, 2020, respectively. There were no shares of preferred stock outstanding at December 31, 2021 and December 31, 2020.

Common Stock:

On June 10, 2020, the Company issued 21,960,000 shares of common stock at $0.0001 per share to Stanley Wilson, a previous officer of the Company and a related party in exchange for $2,196 payment to a related party debt.

On July 7, 2021, the Company issued 220,000,000 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 $22,000.

Preferred Stock

As of December 31, 2021 and December 31, 2020 there are no preferences assigned to the preferred stock.

NOTE 5 – RELATED PARTY TRANSACTIONS

In support of the Company’s abilityefforts 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 and December 31, 2020, all related parties waived their rights to further implement its business planamounts owed by the Company in the amount of $10,752, and generate revenues.$2,196, respectively. The Company recorded these amounts as a gain on debt forgiveness in these amounts in the accompanying financial statements. See also note 7.


During the years ended December 31, 2021 and December 31, 2020, Joseph Passalaqua, a previous officer of the Company and a related party, provided internal accounting services to the Company in the amounts of $2,200 and $1,000, respectively.

During the years ended December 31, 2021 and December 31, 2020, Joseph Passalaqua, funded certain expenses in the Company, in the amount of $2,197 and $628 respectively.

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, 2021 and 2020

NOTE 6 – INCOME TAXES

As of December 31, 2020, the Company had net operating loss carry forwards of approximately $1,540,000 that may be available to reduce future years' taxable income in varying amounts through 2040.

As of December 31, 2021, the Company had net operating loss carry forwards of approximately $1,558,000 that may be available to reduce future years' taxable income in varying amounts through 2041.

Future tax benefits which arise as a result of these losses have not been recognized in these financial statements, doas their realization is determined not include any adjustments that might be necessary iflikely 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,
2021
 December 31,
2020
Federal income tax benefit attributable to:        
Current operations $327,080  $323,398 
Less: change in valuation allowance  (327,080)  (323,398)
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 unableas follows:

  

December 31,

2021

 

December 31,

2020

Deferred tax asset attributable to:        
Net operating loss carry over $545,300  $538,996 
Less: valuation allowance  (545,134)  (538,996)
Net deferred tax asset $    $   

F-11

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

NOTE 6 – INCOME TAXES (Continued)

Due to continuethe change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $1,558,000 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 a going concern.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 4 – RELATED PARTY TRANSACTIONS7 - SUBSEQUENT EVENTS


Free office space from its majority stockholderSubsequent events were reviewed through April 18, 2022, the date these financial statements were available for issuance.

On March 8, 2022, a shareholder advanced the Company a loan in the amount of $20,000. The loan bears interest at 1% per annum and is repayable at the request of the shareholder.

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.

During the two most recent fiscal years, there were (i) no disagreements between the Company and ZMK on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of ZMK would have caused ZMK to make reference thereto in their reports on the financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

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.


The Company has been provided office spaceAs required by its majority stockholderSEC 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 cost.  Theassurance 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 determinedis 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 such cost is nominalcontrols 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, 2021, 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 recognizeperform an effective risk assessment or monitor internal controls over financial reporting.

4. We lack the rent expensenecessary corporate resources to conduct adequate review of related party transactions.

Changes in itsInternal Control Over Financial Reporting

There were no changes in our internal controls over financial statements.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.


NOTE 5 – STOCKHOLDERS’ DEFICIT


Common stock


The CompanyThis 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 incorporated on March 25, 2008 at which time 3,960,000 sharesnot subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of common stock were issued to the Company’s founders at $0.0001 per share for $396.


On May 7, 2008,SEC that permit the Company sold 4,000 shares of its common stockto provide only management's report in a private placement at $0.25 per share to one (1) individual for $1,000.this annual report.


For the period from July 15, 2008 through September 25, 2008, the Company sold 92,000 shares of its common stock in a private placement at $0.25 per share to sixteen (16) individuals for $23,000.



F-10



For the period from October 3, 2008 through December 15, 2008, the Company sold 80,000 shares of its common stock in a private placement at $0.25 per share to fifteen (15) individuals for $20,000.


For the period from January 12, 2009 through January 27, 2009, the Company sold 28,000 shares of its common stock at $0.25 per share to seven (7) individuals for $7,000.


For the period from May 29, 2009 through June 18, 2009, the Company sold 24,000 shares of its common stock at $0.25 per share to five (5) individuals for $6,000.


On July 2, 2009, the Company sold 24,000 shares of its common stock at $0.25 per share to three (3) individuals for $6,000.


Additional paid-in capital


During the year ended December 31, 2010, the majority stockholder of the Company paid professional fees of $20,735 in aggregate on behalf of the Company.  Such payments have been shown as a contribution to capital and included in additional paid-in capital.


NOTE 6 – INCOME TAXES


Deferred tax assets


At December 31, 2010, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $104,552 that may be offset against future taxable income through 2030.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $35,548 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $35,548.


Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $9,298 and $9,737 for the years ended December 31, 2010 and 2009, respectively.


Components of deferred tax assets at December 31, 2010 and 2009 are as follows:


 

 

December 31, 2010

 

 

December 31, 2009

 

 

 

 

 

 

 

 

 

 

Net deferred tax assets – Non-current:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected income tax benefit from NOL carry-forwards

 

$

35,548

 

 

$

26,250

 

Less valuation allowance

 

 

(35,548

)

 

 

(26,250

)

Deferred tax assets, net of valuation allowance

 

$

-

 

 

$

-

 


Income taxes in the statements of operations


A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:


 

 

For the Year Ended

December 31,

2010

 

For the Year Ended

December 31,

2009

 

 

 

 

 

 

 

 

 

Federal statutory income tax rate

 

 

34.0

%

 

 

34.0

%

Change in valuation allowance on net operating loss carry-forwards

 

 

(34.0

)%

 

 

(34.0

)%

Effective income tax rate

 

 

0.0

%

 

 

0.0

%


NOTE 7 – SUBSEQUENT EVENTS


The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.



F-11



ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE


None.


ITEM 9A.Item 9B. Other Information.

CONTROLS AND PROCEDURES


None.

DISCLOSURE CONTROLS AND PROCEDURES


Item 10. Directors, Executive Officers and Corporate Governance.

Under

The following table sets forth the supervisionname, age and position of each of our executive officers and directors as of December 31, 2021.

Directors and Executive Officers

NameAgePosition

Amitay Weiss60Chief Executive Officer and Director
Gadi Levin49Chief Financial Officer
Asaf Itzhaik49Director
Moshe Revach82Director

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 age 49, 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 participationmunicipality 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 management,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, and the principal financial officer we are responsible for conducting an evaluationand 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 effectivenesscode. 

11

Involvement in Certain Legal Proceedings

None of our directors, executive officers or control persons has been involved in any of the designevents 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 operationdirectors, and persons who own more than ten percent (10%) of our internal controlsshares of common stock, to file reports of ownership and procedures, as definedchanges in Rules 13a-15(e)ownership with the SEC. Officers, directors and 15d-15(e) undergreater than ten percent (10%) stockholders are required by regulations promulgated by the Securities Exchange ActSEC to furnish us with copies of 1934, as of the end of the fiscal year covered by this report.  Disclosure controls and procedures meansall Section 16(a) forms that the material information requiredthey file. With reference to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularlytransactions during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were ineffective as of December 31, 2010.


MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


As of December 31, 2010, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. 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 amended, as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer 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 GAAP in the United States of America and includes those policies and procedures that:


·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;


·

Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and


·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.


In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, completed by Emily Lussier, our President and Chief Executive Officer, and Robert Steele, our Chief Financial Officer who also serves as our principal accounting officer, Ms. Lussier and Mr. Steele concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.


This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.


The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our President and Chief Executive Officer, and our Chief Financial Officer, who also serves as our principal accounting officer, in connection with the review of our financial statements as of December 31, 2010.


Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.



13



CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.


There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of thefiscal year ended December 31, 2010 that2021, to our knowledge, all Section 16(a) forms required to be filed with the SEC have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.not yet been filed.


ITEM 9B.

OTHER INFORMATION.


None.


PART III


ITEM 10.Item 11. Executive Compensation.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
None of the Company's Executive Officers or Directors received any compensation for services to the Company during the years ended December 31, 2020 and December 31, 2021


OurEmployment Agreements

 The Company does not have employment agreements with any of its officers or directors and there are no other 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 officer’sofficers, 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, 2020
and director’sDecember 31, 2021.


Nonqualified Deferred Compensation


No nonqualified deferred compensation was offered or issued to any executive officer during the years ended December 31, 2020
and their respective agesDecember 31, 2021for services to the Company.

  
Grants of Plan-Based Awards


During the years ended December 31, 2020 and December 31, 2021, 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, 2010 are as follows:2020 or December 31, 2021. No equity awards were made during the years ended December 31, 2020 and December 31, 2021.



Option Exercises and Stock Vested

Name

Age

Positions and Offices

Emily Lussier

32

President and Chief Executive Officer, and Director

Robert Steele

43

Chief Financial Officer

The directors named above will serve until
During
the next annual meeting of the stockholders or until their respective resignation or removal from office.  Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.

Set forth below is a brief description of the backgroundyears ended December 31, 2020 and business experience ofDecember 31, 2021, our executive officers and directors forhave neither been granted any options, nor did any unvested stock or options granted to executive officers vest. As of the past five years.


EMILY LUSSIER, AGE 32date of this report, our executive officers do not have any stock options or unvested shares of stock of the Company.

 

Ms. Lussier was elected president, CEO and a director upon our formation in March, 2008. She has been employed by Financial Advisors Network (“FAN”) as Office Manager and Executive Assistant to the CEO since 2005. In her capacity as an Executive Assistant, Ms. Lussier was responsible for providing administrative support to the Chief Executive Officer by conducting research, preparing statistical reports, handling information requests, and performing clerical functions such as preparing correspondence, receiving visitors, arranging conference calls, and scheduling meetings. FAN is a registered investment advisor organized in the state of Massachusetts, employs four (4) individuals and in 2008 had revenues of approximately $600,000. From 2002 -2005 she was Executive Assistant to the CEO at Caritas St. Elizabeth’s Medical Center in Boston, MA. She holds a Bachelor of Science in Management, Human Resources Minor from Plymouth State College.Equity Incentive Plan


ROBERT STEELE, AGE 43

Mr. Steele has more than twenty years experience as an entrepreneur and corporate officer of public and private companies. He has been the President of Steele Consulting since April 2007. Steele Consulting is a Nevada corporation, has one employee and generated approximately $100,000 in revenues in 2008. Prior to that, beginning in February 2003, Mr. Steele joined Quintek Technologies, Inc., serving in the role as CEO and Chairman of the Board of Directors. Quintek was a publicly traded company that provided Business Process Outsourcing services to Fortune 500 companies. While at Quintek, Mr. Steele grew the company’s revenues and supervised a two year contract with GMAC to process 35 million pages of loan documents. Mr. Steele resigned from Quintek in 2007 to pursue other interests. Quintek never achieved profitability and ceased operations in 2008. Prior to Quintek, in 1999, Mr. Steele founded iBrite, a wireless information software company in Reston, Virginia, and from May 1999 through June 2001 served as its Chief Executive Officer. The company established contractual partnerships with AOL and Global Knowledge to provide technology for delivering sophisticated content to mobile devices. From 1988 through 1998, Mr. Steele served as Corporate Vice President & Chief Technology Officer for CADD Microsystems, Inc. (CMI), currently a provider of Autodesk Computer Aided Design software, consulting, training, and integration services in the Washington, DC metropolitan area. During his time at CMI, the company grew from $50,000 in annual sales to more than $3,000,000. Mr. Steele sold and supervised significant systems integration contracts with clients such as Lucent Technologies, Long Airdox Mining (Division of the Fortune 500 Marmon Group), ABB, GSA (General Services Administration), FAA (Federal Aviation Administration), and NRO (National Reconnaissance Office). Mr. Steele received a Bachelor of Science in Electronic and Computer Engineering from George Mason University in 1988.



14



TERM OF OFFICE


All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified.  The Company’s Bylaws provide that the Board of Directors will consist of no less than three members.  Officers are elected by and serve at the discretion of the Board of Directors.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of two members, neither of whom qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.


CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.


SIGNIFICANT EMPLOYEES AND CONSULTANTS

Other than our officers and directors, we currently have no other significant employees.


AUDIT COMMITTEE AND CONFLICTS OF INTEREST

Since we
We
do not have an audit orequity 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, 2020 and December 31, 2021, we did not have a standing
compensation committee comprisedcommittee. Our Board of independent directors,Directors was responsible for the functions that would have been performedotherwise be handled by such committees are performed by our directors.  The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominatingcompensation committee. The Board is of the opinion that such committees are not necessary since the Company is an early exploration stage company and has only twoAll directors and to date, suchparticipated in deliberations concerning executive officer compensation, including directors have been performing the functions of such committees.  Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.who were also executive officers.

13

 

There are no family relationships among our directors or officers. Other than as described above, we are not awareItem 12. Security Ownership of any other conflicts of interest with any of our executive officers or directors.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Securities Exchange Act of 1934 requires our executive officersCertain Beneficial Owners and directors,Management and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC.  Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file.  Based on our review of filings made on the SEC website, and the fact of us not receiving certain forms or written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended December 31, 2010, our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements.


CODE OF ETHICS


The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  The Company has not adopted a code of ethics because it has only commenced operations.


ITEM 11.

EXECUTIVE COMPENSATION


The following tables set forth certain information about compensation paid, earned or accrued for services by our Chief Executive Officer and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended December 31, 2010 and 2009:



15



SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us as of the year ended December 31, for the fiscal year ended as indicated.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

 

 

 

 

 

 

 

 

 

Name and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incentive

 

 

Nonqualified

 

 

 

 

 

 

 

Principal

 

 

 

 

 

 

 

 

 

Stock

 

 

Option

 

 

Plan

 

 

Deferred

 

 

All Other

 

 

 

 

Position

 

Year

 

Salary($)

 

 

Bonus($)

 

 

Awards($)

 

 

Awards($)

 

 

Compensation($)

 

 

Compensation($)

 

 

Compensation($)

 

 

Total($)

 

Emily Lussier (1)

 

2010

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

2009

 

 

1,500

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

1,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert Steele (2)

 

2010

 

 

1,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

1,000

 

 

 

2009

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

(1) President and Chief Executive Officer, and Director.  

(2) Chief Financial Officer.


None of our directors have received monetary compensation since our inception to the date of this prospectus. We currently do not pay any compensation to our directors serving on our board of directors.


STOCK OPTION GRANTS

We have not granted any stock options to the executive officers since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for junior mineral exploration companies.

EMPLOYMENT AGREEMENTS

None.

DIRECTOR COMPENSATIONRelated Stockholder Matters.

 

The following table sets forth certain information with respect to beneficial ownership of our common stock on December 31, 2021 based on 256,739,363 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 compensationnominees;

● 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, 2010:2021, 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.


 

 

Fees

 

 

 

 

 

 

 

 

Non-Equity

 

 

Nonqualified

 

 

 

 

 

 

 

 

 

Earned

 

 

 

 

 

 

 

 

Incentive

 

 

Deferred

 

 

 

 

 

 

 

 

 

Paid in

 

 

Stock

 

 

Option

 

 

Plan

 

 

Compensation

 

 

All Other

 

 

 

 

Name

 

Cash($)

 

 

Awards($)

 

 

Awards($)

 

 

Compensation($)

 

 

Earnings($)

 

 

Compensation($)

 

 

Total($)

 

Emily Lussier

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Beneficial OwnerNumber of Shares Beneficially OwnedPercent

Medigus Ltd

 

90,000,00035%

Amitai Weiss

 

--

Moshe Revach

 

--

Gadi Levin

 

--
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, 2021, through the exercise of any stock option, warrant or other right.

16


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., 410 Louisiana Street, Vallejo, CA 94590, or by telephone at (647) 558 5564.

14

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSItem 14. Principal Accountant Fees and Services.


The following table lists, as ofsets forth fees billed to us for principal accountant fees and services during the years ended December 31, 2010,2021 and December 31, 2020.

  

Year Ended

December 31, 2021

  

Year Ended

December 31, 2020

 
       
Audit Fees $17,500  $3,289 
Audit-Related Fees  -   - 
Tax Fees  -   - 
All Other Fees  -     
         
Total Audit and Audit-Related Fees $17,500  $3,289 

PART IV

Item 15. Exhibits.

Please see Exhibit List set forth below.

15

SIGNATURES

In accordance with Section 13 or 15(d) of the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our CompanyExchange Act, the registrant caused this report to be signed on its behalf by the beneficial ownerundersigned, thereunto duly authorized, on the 18st day of more than 5% ofApril 2022.

FUEL DOCTOR HOLDINGS, INC.

 By: /s/  Amitai Weiss

Amitai Weiss

                   Chief Executive Officer

Pursuant to the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rulesrequirements of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial ownerAct of a security if that person1934, as amended, this report has or shares voting power, which includesbeen signed below by the power to vote or direct the votingfollowing persons on behalf of the security, or investment power, which includesregistrant and in the power to vote or directcapacities and on the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.


dates indicated.

The percentages below are calculated based on 4,212,000 shares of our common stock issued and outstanding as of December 31, 2010.  We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.


 

 

Name and Address

 

Number of Shares

 

 

Percent of

 

Title of Class

 

of Beneficial Owner (1)

 

Owned Beneficially

 

 

Class Owned

 

 

 

 

 

 

 

 

 

 

Common Stock:

 

Emily Lussier, President, President, Chief  Executive Officer, Treasurer and Director

 

 

3,875,000

 

 

 

91.9

%

 

 

 

 

 

 

 

 

 

 

 

Common Stock:

 

Robert Steele,

 

 

 

 

 

 

 

 

 

 

Chief Financial Officer

 

 

20,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All executive officers and directors as a group (2 persons) 

 

 

3,895,000

 

 

 

91.9

%

SignatureTitleDate
/s/  Amitai Weiss Chief Executive Officer, Director April 18, 2022
/s/  Asaf ItzhaikDirectorApril 18, 2022
/s/  Moshe RevachDirectorApril 18, 2022

 

(1) Unless otherwise noted, the address of each person or entity listed is, c/o Silverhill Management Services,

Fuel Doctor Holdings, Inc., 21 Merrimac Way, Unit B, Tyngsboro, MA 01879.

*Less than 1%


Index to Exhibits

ITEM 13.

Exhibit No.Description
3.1Articles of Incorporation*
3.2Amendment of Articles-Changing Name*
3.3Restated Certificate of Incorporation*
3.4Bylaws, as currently*
4.1Specimen common stock certificate*
21.1List of Subsidiaries **
31.1Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a–14(a)/15d–14(a)**
31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a–14(a)/15d–14(a)**
32.1Section 1350 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2Section 1350 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INSXBRL Instance Document **
101.SCHXBRL Schema Document **
101.CALXBRL Calculation Linkbase Document **
101.DEFXBRL Definition Linkbase Dcoument **
101.LABXBRL Label Linkbase Document **
101.PREXBRL Presentation Linkbase Document **
*Included as an Exhibit to our Registration Statement on Form 10 filed ______
**Filed herewith

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Pursuant to a letter agreement, dated November 19, 2009, (i) the Company is obligated to pay Emily Lussier, the Company’s President and Chief Executive Officer, Treasurer and a Director, for a term of two years, $1,000 per month, as consideration for Ms. Wildmen serving and performing her duties as President of the Company, and (ii) Ms. Wildmen shall assign her right to such compensation of $1,000 per month to the Company, until such time as the Company closes on an equity or debt financing of not less than $100,000.


ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


Audit Fees


Li & Company, PC served as our independent registered public accounting firm for 2010 and 2009. The following table shows the fees that were billed for the audit and other services provided by such firm for 2010 and 2009.


 

 

 

2010

 

 

2009

 

 

 

 

 

 

 

 

 

Audit Fees

 

$

12,000

 

$

12,000

 

Audit-Related Fees

 

 

-

 

 

-

 

Tax Fees

 

 

-

 

 

-

 

All Other Fees

 

 $

-

 

 

-

 

Total

 

$

12,000

 

$

12,000

 




17



Audit Fees — This category includes the audit of our annual financial statements included in our Form 10-K Annual Report, review of financial statements included in our Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.


Audit-Related Fees — This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”. The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.


Tax Fees — This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.


All Other Fees — This category consists of fees for review of our registration statement included in our Form S-1 Registration Report.


Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:


·

approved by our audit committee; or

·

entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.


We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentages of the above fees were pre-approved.  However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.


PART IV


ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE


(a)  The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.


Number

Description

3.1

Certificate of Incorporation*

3.2

Bylaws*

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


* Incorporated by reference to the Registrant’s Form S-1 (File No. 333-161052), filed with the Commission on August 5, 2009.



18



SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


SILVERHILL MANAGEMENT SERVICES, INC.

(Name of Registrant)

Date: March 31, 2011

By:

/s/ Emily Lussier

Name:

Emily Lussier

Title:

President and Chief Executive Officer, Treasurer (and principal financial officer and principal accounting officer)


Date: March 31, 2011

By:

/s/ Robert Steele

Name:

Robert Steele

Title:

Chief Financial Officer (and principal accounting officer)


EXHIBIT INDEX


Number

Description

3.1

Certificate of Incorporation*

3.2

Bylaws*

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


* Incorporated by reference to the Registrant’s Form S-1 (file no. 333-161052), filed with the Commission on August 5, 2009.



19