UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended December 31, 20172022
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____ to ____
Commission file number: 333-202948
FUSE ENTERPRISESGROUP HOLDING INC.
(Exact name of registrant as specified in its charter)
Nevada | 47-1017473 | |
(State or other jurisdiction of | (I.R.S. Employer |
805 W. Duarte Rd., Suite 105
102
Arcadia, CA 91006
(Address of principal executive offices including zip code)
(626) 210-0000
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
None | N/A | N/A |
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. ☒ Yes ☐ No
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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitiondefinitions of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer | Smaller reporting company ☒ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☐ No ☒ No
The number of shares outstanding of each of the issuer’s classes of common stock, as of February 10, 2023 is as follows:
Class | Share Outstanding | |
Common Stock, $0.001 par value per share | 64,778,050 |
TABLE OF CONTENTS
PART I. | FINANCIAL INFORMATION | |
Item 1. | 3 | |
Item 2. | 18 | |
Item 3. | 21 | |
Item 4. | 22 | |
PART II. | OTHER INFORMATION | |
Item 1. | 23 | |
Item 1A. | 23 | |
Item 2. | 23 | |
Item 3. | 23 | |
Item 4. | 23 | |
Item 5. | 23 | |
Item 6. | 23 | |
24 | ||
PART I. FINANCIAL INFORMATION
Financial Statements |
FUSE ENTERPRISESGROUP HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2017 (UNAUDITED)2022 AND SEPTEMBER 30, 20172022
(UNAUDITED)
| DECEMBER 31, 2017 | SEPTEMBER 30, 2017 | |||||||
| (UNAUDITED) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and equivalents | $ | 4,102,537 | $ | 419,093 | ||||
| Deposit | 1,000,000 | 1,000,000 | ||||||
| Notes receivable | - | 3,925,000 | ||||||
| Total current assets | 5,102,537 | 5,344,093 | ||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | 12,407 | 12,955 | ||||||
| Total non-current assets | 12,407 | 12,955 | ||||||
| TOTAL ASSETS | $ | 5,114,944 | $ | 5,357,048 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Other payables | $ | 6,750 | $ | 9,465 | ||||
| Note payable | 6,869,818 | 6,869,818 | ||||||
| Total current liabilities | 6,876,568 | 6,879,283 | ||||||
| CONTINGENCIES AND COMMITMENTS | ||||||||
| STOCKHOLDERS' DEFICIT | ||||||||
Common stock, par value $0.001 per share, 375,000,000 shares authorized; 45,150,000 shares issued and outstanding | 45,150 | 45,150 | ||||||
| Additional paid in capital | 47,432 | 47,432 | ||||||
| Accumulated deficit | (1,854,206 | ) | (1,614,817 | ) | ||||
| Total stockholders' deficit | (1,761,624 | ) | (1,522,235 | ) | ||||
| TOTAL LIABILITIES AND DEFICIT | $ | 5,114,944 | $ | 5,357,048 | ||||
DECEMBER 31, 2022 (UNAUDITED) | SEPTEMBER 30, 2022 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and equivalents | $ | 67,581 | $ | 32,996 | ||||
Prepaid expenses | 8,295 | 12,018 | ||||||
Total current assets | 75,876 | 45,014 | ||||||
NON-CURRENT ASSETS | ||||||||
| Prepaid expense, net of allowance | - | - | ||||||
Property and equipment, net | 1,821 | 2,276 | ||||||
Right-of-use asset, net | 52,372 | 58,835 | ||||||
Total non-current assets | 54,193 | 61,111 | ||||||
TOTAL ASSETS | $ | 130,069 | $ | 106,125 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Other payables | $ | 3,932 | $ | 4,670 | ||||
Accrued interest on convertible notes | 7,750 | 4,466 | ||||||
Loan payable | 2,251 | 2,230 | ||||||
Lease liability | 27,000 | 26,207 | ||||||
Total current liabilities | 40,933 | 37,573 | ||||||
NON-CURRENT LIABILITIES | ||||||||
Convertible notes | 500,000 | 350,000 | ||||||
Lease Liability | 27,200 | 34,167 | ||||||
Loan payable | 103,537 | 104,107 | ||||||
Total non-current liabilities | 630,737 | 488,274 | ||||||
TOTAL LIABILITIES | 671,670 | 525,847 | ||||||
CONTINGENCIES AND COMMITMENTS | ||||||||
STOCKHOLDERS' DEFICIT | ||||||||
Common stock, par value $0.001 per share, 375,000,000 shares authorized; 64,778,050 shares issued and outstanding as of December 31, 2022 and September 30, 2022 | 64,778 | 64,778 | ||||||
Additional paid-in capital | 6,949,717 | 6,949,717 | ||||||
Accumulated deficit | (7,556,096 | ) | (7,434,217 | ) | ||||
Total stockholders' deficit | (541,601 | ) | (419,722 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 130,069 | $ | 106,125 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
FUSE ENTERPRISESGROUP HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, | ||||||||
| 2017 | 2016 | |||||||
| Revenue | $ | - | $ | - | ||||
| Cost of revenue | - | - | ||||||
| Gross profit | - | - | ||||||
| Operating expenses | ||||||||
| General and administrative | 227,791 | 37,370 | ||||||
| Total operating expenses | 227,791 | 37,370 | ||||||
| Loss from operations | (227,791 | ) | (37,370 | ) | ||||
| Non-operating expenses | ||||||||
| Interest income | 41,410 | - | ||||||
| Interest expense | (52,668 | ) | - | |||||
| Financial expense | (340 | ) | (181 | ) | ||||
| Total non-operating loss, net | (11,598 | ) | (181 | ) | ||||
| Loss before income tax | (239,389 | ) | (37,551 | ) | ||||
| Income tax provision | - | - | ||||||
| Net loss | $ | (239,389 | ) | $ | (37,551 | ) | ||
| Basic and diluted weighted average shares outstanding | 45,150,000 | 45,150,000 | ||||||
| Basic and diluted net loss per share | $ | (0.01 | ) | $ | (0.001 | ) | ||
FOR THE THREE MONTHS ENDED DECEMBER 31, | ||||||||
2022 | 2021 | |||||||
Revenue | $ | - | $ | 200,000 | ||||
Cost of revenue | - | 10,015 | ||||||
Gross profit | - | 189,985 | ||||||
Operating expenses | ||||||||
General and administrative | 99,701 | 161,438 | ||||||
Consulting | 15,500 | 18,384 | ||||||
Total operating expenses | 115,201 | 179,822 | ||||||
Income (loss) from operations | (115,201 | ) | 10,163 | |||||
Non-operating expenses | ||||||||
Interest expense | (4,278 | ) | (1,015 | ) | ||||
Other expense | - | (844 | ) | |||||
Total non-operating expenses, net | (4,278 | ) | (1,859 | ) | ||||
Income (loss) before income tax | (119,479 | ) | 8,304 | |||||
Income tax | 2,400 | 2,400 | ||||||
Net income (loss) | $ | (121,879 | ) | $ | 5,904 | |||
Basic weighted average shares outstanding | 64,778,050 | 64,778,050 | ||||||
Basic loss per share | $ | (0.00 | ) | $ | 0.00 | |||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
FUSE ENTERPRISESGROUP HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, | ||||||||
| 2017 | 2016 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (239,389 | ) | $ | (37,551 | ) | ||
Adjustments to reconcile loss including noncontrolling interest to net cash used in operating activities: | ||||||||
| Depreciation | 548 | 189 | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts payable and accrued liabilities | - | (4,539 | ) | |||||
| Other payables | (2,715 | ) | - | |||||
| Net cash used in operating activities | (241,556 | ) | (41,901 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Repayment from notes receivable | 3,925,000 | - | ||||||
| Net cash provided by investing activities | 3,925,000 | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Capital contribution | - | 11,645 | ||||||
| Proceeds from issuance of note | - | 6,869,818 | ||||||
| Net cash provided by financing activities | - | 6,881,463 | ||||||
| NET INCREASE IN CASH AND EQUIVALENTS | 3,683,444 | 6,839,562 | ||||||
| CASH AND EQUIVALENTS, BEGINNING OF PERIOD | 419,093 | 8,165 | ||||||
| CASH AND EQUIVALENTS, END OF PERIOD | $ | 4,102,537 | $ | 6,847,727 | ||||
| Supplemental cash flow data: | ||||||||
| Income tax paid | $ | - | $ | - | ||||
| Interest paid | $ | - | $ | - | ||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Liabilities assumed by shareholders | $ | - | $ | 23,470 | ||||
FOR THE THREE MONTHS ENDED DECEMBER 31 | ||||||||
2022 | 2021 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income (loss) | $ | (121,879 | ) | $ | 5,904 | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Depreciation | 455 | 548 | ||||||
Operating lease expense | 7,193 | 2,478 | ||||||
Changes in assets and liabilities: | ||||||||
Prepaid expenses | 3,723 | 11,912 | ||||||
Accounts receivable | - | (50,000 | ) | |||||
Other payables | (738 | ) | (20,332 | ) | ||||
Accrued interest | 3,284 | - | ||||||
Payment of lease liability | (6,903 | ) | (4,488 | ) | ||||
Net cash used in operating activities | (114,865 | ) | (53,978 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from convertible notes | 150,000 | - | ||||||
Repayment of loan payable | (550 | ) | (530 | ) | ||||
Net cash provided by (used in) financing activities | 149,450 | (530 | ) | |||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 34,585 | (54,508 | ) | |||||
CASH AND EQUIVALENTS, BEGINNING OF PERIOD | 32,996 | 135,503 | ||||||
CASH AND EQUIVALENTS, END OF PERIOD | $ | 67,581 | $ | 80,995 | ||||
Supplemental cash flow data: | ||||||||
Income tax paid | $ | 2,400 | $ | 2,400 | ||||
Interest paid | $ | 995 | $ | 1,015 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
FUSE ENTERPRISESGROUP HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021
(UNAUDITED)
Common Stock | ||||||||||||||||||||
Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
Balance at October 1, 2022 | 64,778,050 | $ | 64,778 | $ | 6,949,717 | $ | (7,434,217 | ) | $ | (419,722 | ) | |||||||||
Net loss | - | - | - | (121,879 | ) | (121,879 | ) | |||||||||||||
Balance at December 31, 2022 | 64,778,050 | $ | 64,778 | $ | 6,949,717 | $ | (7,556,096 | ) | $ | (541,601 | ) | |||||||||
Balance at October 1, 2021 | 64,778,050 | $ | 64,778 | $ | 6,949,717 | $ | (6,989,725 | ) | $ | 24,770 | ||||||||||
Net income | - | - | - | 5,904 | 5,904 | |||||||||||||||
Balance at December 31, 2021 | 64,778,050 | $ | 64,778 | $ | 6,949,717 | $ | (6,983,821 | ) | $ | 30,674 | ||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
FUSE GROUP HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017 (UNAUDITED)2022 AND SEPTEMBER 30, 20172022
(UNAUDITED)
Note 1 – Organization and Operations
Fuse EnterprisesGroup Holding Inc. (the “Company” or “Enterprises”“Fuse Group” or “We”) was incorporated under the laws of the State of Nevada on December 24, 2013. Enterprises isFuse Group currently a full service online marketing agency, but is exploringdevelops business opportunities in the mining industry.and biotech areas. On December 6, 2016, the Company incorporated Fuse Processing, Inc. (“Processing”) in the State of California. Processing seeks business opportunities in the mining industry and is currently investigating potential mining targets in Asia and North America. EnterprisesFuse Group is the sole shareholder of Processing. On November 28, 2016, 5,500,000 shares
Fuse Group and Processing provide consulting services to mining industry clients to find mine acquisition targets within the parameters set by the clients, when the mine owner is considering selling its mining rights. The services of Fuse Group and Processing include due diligence on the common stock of Enterprises, potential mine seller and mine, such as ownership and whether the mine meets all operational requirements and/or 60.91% of the Company’s issued and outstanding shares of common stock, were sold by Pavel Mikhalkov and Aleksandr Kriukovis currently in a series of private transactions to a new shareholder for an aggregate purchase price of $55,000 (collectively, the “Stock Sales”). In connection with the Stock Sales, Messrs. Mikhalkov and Kriukov released the Company from certain liabilities and obligations arising out of their service as directors and officers of the Company. operation.
In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 (US$($0.13). Trading had no operations prior to the acquisition by Processing. Trading was seeking mining-related business opportunities in Asia. On April 22, 2022, Processing andentered into a Share Transfer Agreement to transfer 100% ownership of Trading expects to be engaged in mining-related businesses. an unrelated party for HKD1. There was no gain or loss recognized from the ownership transfer of Trading. Trading did not have any assets or business operations as of the date of transfer.
On May 26, 2017,3, 2018, the Company filed a Certificate of Change withincorporated Fuse Technology Inc. in the State of Nevada, which changed its name to (i) increaseFuse Biotech Inc. on November 30, 2020. Fuse Group is the sole shareholder of Fuse Biotech Inc. (“Fuse Biotech”). Fuse Biotech seeks business opportunities in the biotech area.
On April 29, 2019, the Board of Directors of the Company approved an amendment to the Company’s Articles of Incorporation (“Amendment”) to change its authorizedname from Fuse Enterprises Inc. to Fuse Group Holding Inc. Also on April 29, 2019, stockholders holding a majority of the Company’s outstanding capital stock approved the Amendment. The Amendment was filed with the Secretary of State for the State of Nevada on April 30, 2019 and became effective May 13, 2019. On May 29, 2019, the Company changed its trading symbol on OTC Markets from FNST to FUST.
On February 9, 2021, Fuse Group and Processing entered into a Share Exchange Agreement (the “Agreement”) with five individuals who own Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company (“Portafolio”). Pursuant to the Agreement, the Company agreed to issue 14,285,715 shares of Company’s common stock for all the shares of Portafolio they owned. Portafolio owns concessions rights to five mineral locations in Mexico. The five mines have not been explored and have no operations, no facilities or equipment, no existing contracts for the sale of output, and no permits or licenses to conduct mining operations other than five concessions to explore. There is no assurance that we will be able to obtain the surface rights and permits that are necessary to extract the minerals from 75,000,000the areas covered by the concessions. The transfer of shares of Portafolio to 375,000,000Processing are subject to Mexican government approval, which has not happened yet.
Stock certificates for 14,285,715 shares were prepared for the closing of the Agreement which was entered into by the Company and (ii) effectProcessing with the five individuals who own Portafolio on February 9, 2021. The stock certificates were prepared by the Company, but not delivered to the sellers. After reevaluation of the Agreement, the Company determined that the transaction was incorrectly recorded, as such stock certificates remained in the custody of the Company and not delivered (i.e. provided as consideration) to the sellers. On October 20, 2021, the Company cancelled these stock certificates.
On March 11, 2021, Fuse Group and Fuse Biotech entered into a corresponding 5-for-1 forwardShare Exchange Agreement with E-Mo Biotech Holding Inc., a company incorporated under the laws of Nevada (the “E-Mo Biotech”), Qiyi Xie, a resident of California (“Xie”), Quan Qinghua, a citizen and resident of China (“Quan”), Jing Li, a citizen and resident of China (“Li”) and HWG Capital Sdn Bhd, a company incorporated under laws of Malaysia (“HWG” and hereinafter collectively with Xie, Quan and Li, the “Sellers”). Pursuant to the agreement, the Company agreed to issue the Sellers 100,000,000 shares of Company’s common stock split of(the “Fuse Shares”) for all the issued and outstanding shares of E-Mo Biotech (the “E-Mo Shares”) owned by the Sellers. E-Mo Biotech Holding Inc. is a start-up, development-stage company involving in vaccine, immunological treatment and diagnostic product research and development and has no commercial sales of vaccines, treatments, or diagnostic products. The acquisition was not completed and the Fuse Shares were not issued. On September 30, 2021, the Company and Fuse Biotech entered into a Termination Agreement with E-Mo Biotech, Qiyi Xie, Quan Qinghua, Jing Li and HWG Capital Sdn Bhd, effective on September 30, 2021. Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement, which was originally entered into by and among the Company, Fuse Biotech, the Sellers and E-Mo Biotech on March 11, 2021.
In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the pandemic has resulted in quarantines, travel restrictions, and the temporary closure of office buildings and facilities in the US. The state of California, where the Company is headquartered, has been affected by COVID-19.
Our business and services and results of operations have been adversely affected and could continue to be adversely affected by the COVID-19 pandemic. The pandemic impacted the Company’s common stock (the “Stock Split”). The consolidated financial statements (“CFS”) were retroactively restatedbusiness development, and disrupted or delayed the Company’s current mine projects and services to reflectits clients, the Stock Splitmagnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on the Company’s ability to conduct its business in the ordinary course. Quarantines, travel restrictions, shelter-in-place and other restrictions related to COVID-19 have impacted the Company’s abilities to visit mines in Mexico and in Asian counties as well as to meet with potential clients and mine owners for the periods presented.Company’s consulting business and for the Company’s own investment in mine projects. The Company’s clients that are negatively impacted by the outbreak of COVID-19 may cancel or suspend their mine acquisition projects, which in turn will reduce their demands for the Company’s services and materially adversely impact the Company’s revenue. Potential impact to our results of operations will also depend on future developments and new information that may emerge regarding COVID-19 and new variants, the efficacy and distribution of COVID-19 vaccines and the actions taken by governmental authorities and other entities to contain COVID-19 and/or mitigate its impact, almost all of which are beyond our control.
The global economy was also negatively affected by COVID-19 and there is continued uncertainty about the duration and intensity of its impacts. The U.S. and global growth forecast is extremely uncertain, which could seriously affect people’s investment desires in mines in Mexico, Asia and internationally. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could negatively affect the Company’s liquidity.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The Company’s CFSaccompanying consolidated financial statements were prepared in accordanceconformity with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP”).GAAP were not included. The CFSinterim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, previously filed with the SEC on December 29, 2022.
In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of December 31, 2022, its consolidated results of operations and cash flows for the three months ended December 31, 2022 and 2021, as applicable, were made.
Basis of Consolidation
The consolidated financial statements include the financial statementsaccounts of the CompanyFuse Group and its subsidiaries.subsidiaries, Processing, Trading, and Biotech. All significant inter-company accounts and transactions and balances were eliminated in consolidation.
Reclassification
Certain prior period’s accounts have been reclassified in conformity with current period’s presentation. These reclassifications had no effect on the reported results of operations.
Cash
The Company considers all highly liquid instruments with an original maturity of three months or less to be considered cash equivalents. The carrying value of these investments approximates fair value. The Company had $67,581 and $32,996 in cash at December 31, 2022 and September 30, 2022, respectively.
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions
The preparation of consolidated financial statements in conformity with U.S.US 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(s)date of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).
Fair Value Measurements and Disclosures
The carrying amounts of Financial Instruments
FASB ASC (“Paragraph 820-10-35-37”) to measure the FV of its financial instruments. Paragraph 820-10-35-37Topic 820, “Fair Value Measurements,” defines fair value, and establishes a frameworkthree-level valuation hierarchy for measuring FV in U.S. GAAP, and expands disclosures about FV measurements.
● | Level 1 |
● | Level 2 inputs to the | |
● | Level 3 |
Financial assets are considered Level 3 when their FVsfair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The FVfair 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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the FVfair value measurement of the instrument.
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payableother payables and accrued expenses, approximate their FVfair value because of the short maturity of those instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Accounts Receivable
The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company had no$0 accounts receivable or bad debt allowances at December 31, 2017 or2022 and September 30, 2017.2022.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets and estimated lives as follows:
Computer and office equipment | 5 years |
Office furniture | 7 years |
Leasehold decoration and renovation | 10 years |
Related Parties
The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: a.(a) affiliates of the Company; b.(b) entities for which investments in their equity securities would be required, absent the election of the FVfair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.(c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.(d) principal owners of the Company; e.(e) management of the Company; f.(f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.(g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.
The disclosures shall include: a.(a) the nature of the relationship(s) involved; b.(b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.(c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.(d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Contingencies
The Company follows subtopic 450-20 of the FASB ASC 450-20 to report accountingaccount for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.
In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates it is probable that a material loss has beenwas incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of thefollows FASB Accounting Standards Update (“ASC 606”), Revenue from Contracts with Customers.
The core principle underlying FASB ASC 606 is that the Company recognizes revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized when control of goods and services transfers to a customer, in an amount that reflects the consideration it expects to receive for revenue recognition. those goods.
The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all ofrevenues following the following criteria are met:five step model prescribed under ASC 606: (i) persuasive evidence of an arrangement exists,identify contract(s) with a customer; (ii) identify the product has been shipped orperformance obligations in the services have been rendered tocontract; (iii) determine the customer, (iii)transaction price; (iv) allocate the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Income Tax Provision
The Company accountsuses the asset and liability method of accounting for income taxes under Section 740-10-30 of thein accordance with FASB ASC which requires recognition of deferredTopic 740, “Income Taxes.” Under this method, income tax assets and liabilitiesexpense is recognized for the expected futureamount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of eventstemporary differences resulting from matters that have been includedrecognized in thean entity’s financial statements or tax returns.
The Company follows paragraph 740-10-25FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of the FASB ASC. Paragraph 740-10-25-13 addresses the determination of whethera tax benefits claimedposition taken or expected to be claimed ontaken in a tax return shouldreturn. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.
Under FASB ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be recordedsustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements. Under paragraph 740-10-25-13,statements in the Company may recognize the tax benefit from an uncertain tax position only ifperiod during which, based on all available evidence, management believes it is more likely than not that the tax position will be sustained onupon examination, byincluding the taxing authorities, based onresolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the technical merits of the position. The tax benefits recognized in the financial statements from such a position should bemore-likely-than-not recognition threshold are measured based onas the largest amount of tax benefit that has a greateris more than 50% likelihood50 percent likely of being realized upon ultimate settlement.settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits areis classified as interest expense and penalties are classified in selling, general and administrative expenses in the statementsstatement of income.
Earnings (Loss) per Share
Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).
Cash Flows Reporting
The Company follows paragraph 230-10-45-24 of the FASB ASC for cash flows reporting, classifies cash receipts 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”Method”) as defined by paragraph 230-10-45-25 of the FASB ASC 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 effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do 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 ASC.
Leases
The Company determines if an arrangement contains a lease at the inception of a contract under ASC Topic 842. At the commencement of each lease, management determines its classification as an operating or finance lease. For leases that qualify as operating leases, Right of Use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.
The Company leases premises for office under non-cancellable operating lease. Operating lease payments are expensed over the term of lease. The Company’s current lease does not include options to extend nor any restrictions or covenants. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease. Operating leases are included in operating lease ROU assets and operating lease liabilities (current and non-current), on the consolidated balance sheets.
A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option. Hence, the Company does not recognize any operating lease ROU assets and operating lease liabilities for short-term leases.
ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of December 31, 2022 and September 30, 2022.
Recently Issued Accounting Pronouncements
In FebruaryJune 2016, the FASB issued Accounting Standards Update (“ASU”)ASU No. 2016-02, Leases2016-13, Financial Instruments-Credit Losses (Topic 842). The326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted.2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the effect thisimpact that the standard will have on its CFS.consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basisbasis. As a smaller reporting company, the standard will be effective for the Company for interim and annual or any interim goodwill impairment testsreporting periods beginning after December 15, 2019. Early2022, with early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.permitted. The Company is currently evaluating the impact of adopting this standard on its CFS.consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur.
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including its Emerging Issues Task Force,interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the American Instituteguidance as of Certified Public Accountants,the beginning of the fiscal year of adoption and cannot adopt the SEC didguidance in an interim reporting period. The adoption of this ASU does not or are not believed by management to have a materialsignificant impact on the Company’s present or future CFS.consolidated financial statements.
Note 3 – Going Concern
The accompanying CFSconsolidated financial statements were prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the accompanying CFS,consolidated financial statements, the Company had an accumulated deficit of $1,854,206$7,556,096 at December 31, 2017, working capital deficit of $1,774,031 and2022, the Company incurred net loss of $239,389$121,879 for the three months ended December 31, 2017, which2022, and the Company had cash outflow from operating activities of $114,865 for the three months ended December 31, 2022. In addition, the Company’s business and services and results of operations have been adversely affected and continue to be adversely affect by the COVID-19 (see Note 1). These raise substantial doubt about the Company’s ability to continue as a going concern.
Management intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.offering or loans from banks or others.
The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
Note 4 – Property and Equipment
Property and equipment at December 31, 2017,2022 and September 30, 20172022 consisted of the following:
Estimated Useful Lives (Years) | December 31, 2017 | September 30, 2017 | December 31, 2022 | September 30, 2022 | ||||||||||||||||
| Computer equipment | 5 | $ | 1,852 | $ | 1,825 | $ | 1,852 | $ | 1,852 | |||||||||||
| Less accumulated depreciation | (371 | ) | (278 | ) | (1,852 | ) | (1,852 | ) | ||||||||||||
| Computer equipment, net | 1,481 | 1,574 | - | - | ||||||||||||||||
| Office furniture | 7 | 12,746 | 12,746 | 12,746 | 12,746 | |||||||||||||||
| Less accumulated depreciation | (1,820 | ) | (1,365 | ) | (10,925 | ) | (10,470 | ) | ||||||||||||
| Office furniture, net | 10,926 | 11,381 | 1,821 | 2,276 | ||||||||||||||||
| Total property and equipment, net | $ | 12,407 | $ | 12,955 | $ | 1,821 | $ | 2,276 | ||||||||||||
Depreciation expense for the three months ended December 31, 20172022 and 20162021 was $455 and $548, and $189, respectively.
Note 5 – Deposit and prepaid expensesPrepaid Expenses
As of December 31, 2022 and September 30, 2017,2022, the Company had a depositcurrent prepaid OTC listing fee of $1,000,000. $8,295 and $12,018, respectively.
Note 6 – Convertible Notes
On January 4, 2017, Processing entered into a ConsultingFebruary 15, 2022, March 23, 2022, June 9, 2022, July 1, 2022, August 19, 2022, October 6, 2022, November 7, 2022 and Strategist Agreement with a consulting company for a six-month service term. On July 3, 2017,December 16, 2022, the Company signed eight convertible promissory notes purchase agreements with the principal of $100,000, $100,000, $50,000, $50,000, $50,000, $50,000, $50,000 and the consulting company extended the Consulting and Strategist Agreement until January 3, 2018 at no additional cost. The consultant will provide Processing market research findings, exploration and advise on business development opportunities in certain countries, and other general business advisory services. Processing paid a deposit$50,000, respectively, with conversion price of $1,325,000 for the consulting fee. If Processing does not make any investment or enter into a business relationship with a target located in Mexico by the end$0.45 per share of the serviceCompany’s common stock for each note; each convertible note had a two-year term, bears interest on the consultant will refund Processing $1,000,000unpaid principal thereof at the rate of the consulting fee. On January 3, 2018, the Company renewed the agreement3% per annum until July 3, 2018.
Note 7 – Other Payables
As of December 31, 2022 and September 30, 2017,2022, the Company had other payables of $6,750$3,932 and $9,465,$4,670, respectively. OtherAs of December 31, 2022, other payables mainly consisted of payroll tax payable of $2,202 and salary payable of $1,730. As of September 30, 2022, other payables mainly consisted of salary and payroll tax payables.payable of $4,670.
Note 8 – Note payable (related party)Loans Payable
On December 19, 2016,May 14, 2020, Processing received $49,600 from the Company entered into a Convertible Promissory Note Purchase Agreement (the “Original Agreement”Paycheck Protection Program loan (“PPP loan”) with one of its major shareholdersfrom U.S. Small Business Administration (“Purchaser”the SBA”). UnderThe loan was to be forgiven if the Agreement,funds are used for payroll costs, interest on mortgages, rent, and utilities (at least 60% of the Company sold a Convertible Promissory Noteforgiven amount must have been used for payroll). The loan amount not forgiven, had annual interest of 1%. Loan repayments will be deferred to either (1) the date that SBA remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, 10 months after the end of $6,869,818the borrower’s loan forgiveness covered period. Loans issued prior to June 5, 2020 have a maturity of two years, loans issued after June 5, 2020 have a maturity of five years. No collateral or personal guarantees are required. A borrower may apply for loan forgiveness any time on or before the maturity date of the loan, including before the end of the Covered Period (either (1) the 24-week (168-day) period beginning on the PPP Loan Disbursement Date, or (2) if the Borrower received its PPP loan before June 5, 2020, the Borrower may elect to use an eight-week (56-day) Covered Period); provided such application for loan forgiveness is made within 10 months after the last day of the covered period, otherwise the loan is no longer deferred and the borrower must begin paying principal and interest. In the end of 2020, the U.S. Treasury and SBA announced a streamlined PPP forgiveness application for loans of $50,000 or less (unless those borrowers together with their affiliates received loans totaling $2 million or more). It requires fewer calculations and may call for less documentation. It does not require borrowers to reduce their loan forgiveness calculations if they reduced full-time equivalent or salaries. The forgiveness application processing time may also be shorter. Fuse Processing PPP loan forgiveness was approved in June 2021, the Company recorded $49,600 PPP loan forgiveness as other income during the year ended September 30, 2021.
On June 24, 2020, Fuse Biotech received $105,400 from the Economic Injury Disaster Loan (“EIDL loan”) from the SBA after deducting $100 Uniform Commercial Code (“UCC”) handling charge and filing fee. This is a low-interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19), to help the businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has annual interest of 6% (the “Original Note”).3.75% and is not forgivable. The Original Note was to mature onmaturity of the date thatloan is 2430 years, installment payments including principal and interest of $515 monthly will begin 12 months from the original issue date of loan approval date. For the three months ended December 31, 2022 and any outstanding2021, the Company recorded $995 and $1,015, respectively, as interest expense for the EIDL loan. For the three months ended December 31, 2022 and 2021, the Company made $1,545 and $1,545 (including principal and interest on the Original Note could be converted at any time prior to maturity at the lender’s option at a conversion price of $1.50 per shareinterest) repayment of the Company’s common stock. There was no beneficial conversion feature forEIDL loan, respectively.
As of December 31, 2022, the Original Note duefuture minimum principal amount of loan payments to the conversion price being higher than the stock price at the time of the issuance of the Original Note.
Year Ending December 31, | Amount | |||
2023 | $ | 2,251 | ||
2024 | 2,337 | |||
2025 | 2,426 | |||
2026 | 2,519 | |||
2027 | 2,615 | |||
Thereafter | 93,640 | |||
Total | $ | 105,788 | ||
Note 9 – Shareholders’ Equity
At December 31, and September 30, 2017,2022, the Company had net operating loss (“NOL”) carry–forwardscarryforwards for income tax purposes. For federal income tax purposes, NOLs arising in tax years beginning after 2017 may only reduce 80% of a taxpayer’s taxable income, and may be carried forward indefinitely; for California income tax purposes, the entire NOL can be carried forward up to 20 years. However, the coronavirus Aid, Relief and Economic Security Act (“the CARES Act”) issued in March 2020, provides tax relief to both corporate and noncorporate taxpayers by adding a five-year carryback period and temporarily repealing the 80% limitation for NOLs arising in 2018, 2019 and 2020. The Company estimated NOL carry-forwards for Federal and California income tax purposes of $1,652,504$4.99 million and $1,419,393, respectively, which may be offset against future taxable income through 2034.$4.93 million for each of Federal and California state at December 31, 2022, respectively. No tax benefit was reported with respect to these NOL carry-forwards in the accompanying CFSconsolidated financial statements because the Company believes the realization of the Company’s net deferred tax assets for the NOL for both federal and California State of approximately $367,763$1.39 million as of December 31, 2017,2022, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance.
Components of deferred tax assets as of December 31, 2022 and September 30, 2022 are as follows:
December 31, 2017 | September 30, 2017 | December 31, 2022 | September 30, 2022 | |||||||||||||
| Net deferred tax assets – Non-current: | ||||||||||||||||
Net deferred tax assets: | ||||||||||||||||
| Expected income tax benefit from NOL carry-forwards | $ | 367,763 | $ | 315,280 | $ | 1,392,105 | $ | 1,358,751 | ||||||||
Allowance for non-current prepaid expense | 279,836 | 279,836 | ||||||||||||||
Lease expense under ASU 842 | 512 | 431 | ||||||||||||||
| Less valuation allowance | (367,763 | ) | (315,280 | ) | (1,672,453 | ) | (1,639,018 | ) | ||||||||
| Deferred tax assets, net of valuation allowance | $ | - | $ | - | $ | - | $ | - | ||||||||
Income Tax Provision in the Statements of Operations
A reconciliation of the consolidated federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the three months ended December 31, 20172022 and 20162021 is as follows:
| December 31, 2017 | December 31, 2016 | 2022 | 2021 | |||||||||||||
| Federal statutory income tax expense (benefit) rate | (34.00 | )% | (34.00 | )% | (21.00 | )% | 21.00 | % | ||||||||
| Federal income tax rate difference | 19.00 | % | 19.00 | % | 0.00 | % | 0.03 | % | ||||||||
Permanent difference | 0.00 | % | 4.84 | % | ||||||||||||
| State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax | (7.51 | )% | (7.51 | )% | (4.97 | )% | 7.02 | % | ||||||||
| Change in valuation allowance on net operating loss carry-forwards | 22.51 | % | 22.51 | % | 27.98 | % | (3.99 | )% | ||||||||
| Effective income tax rate | 0.00 | % | 0.00 | % | 2.01 | % | 28.90 | % | ||||||||
Note 10 – Revenue, Cost of Revenue and Major Customers
Fuse Group and Processing provide consulting services to mining industry clients to find mine acquisition targets within the parameters set by the clients, in circumstances in which the mine owner is considering selling its mining rights. The services of Fuse Group and Processing include due diligence on the potential mine seller and the mine, such as ownership of the mine and whether the mine meets all operation requirements and/or is currently in operation.
Cost of revenue mainly consisted of the management’s travel expenses to visit these mines and consulting expenses paid for mine expertise during the mine due diligence period.
For the three months ended December 31, 2022 and 2021, the Company recorded revenue of $0 and $200,000 for the services provided, respectively.
For the three months ended December 31, 2022, the Company had no customer which accounted for more than 10% of the Company’s revenue.
For the three months ended December 31, 2021, the Company had one customer which accounted for 100% of the Company’s revenue.
Note 11 – CommitmentsAcquisition of Mining Rights in Mexico
On February 9, 2021, Fuse Group and Processing as a sublessee, entered into a subleaseShare Exchange Agreement with five individuals who owned Portafolio. Pursuant to the agreement, the Company would issue, in lieu of $1,000,000 cash payment, and deliver to the five sellers 14,285,715 shares of common stock of the Company for office space with a sublessor for a termall the outstanding shares of two years. The monthly rent is $1,897. The Company recorded rental expensePortafolio (the “Mexican Shares”) owned by these five sellers upon closing when the five sellers deliver all outstanding shares of $5,690 and $0Portafolio. Portafolio owns concessions rights to five mineral locations in Mexico. There are no business, no mining operations, no existing contracts for the three months ended December 31, 2017sale of output, and 2016, respectively.no permits or licenses to conduct mining operations other than the concessions to explore the five mineral locations. The future annual minimum lease paymentsacquisition has not been completed yet as of December 31, 2017 was: $22,7642022 as the Company was waiting for the year endingcompletion of the transfer of Mexican Shares from the sellers to the Processing. The transfer of shares of Portafolio to Processing is subject to Mexican government approval, which has not happened yet.
Note 12 – Commitments
Lease Commitment
Effective December 31, 2018.
The components of lease costs, lease term and discount rate with respect to the office lease with an initial term of one year. more than 12 months are as follows:
For the three months Ended December 31, | ||||||||
2022 | 2021 | |||||||
Operating Lease costs | $ | 7,193 | $ | 2,478 | ||||
Weighted Average Remaining Lease Term | 1.84 | 0 | ||||||
Weighted Average Discount Rate | 5 | % | 4 | % | ||||
The compensation to the consulting company will be $50,000 per year, payable in equal installments at the endfollowing is a schedule of each month.maturities of lease liabilities as of December 31, 2022:
For the year ending December 31, | Operating Leases | |||
2023 | $ | 29,100 | ||
2024 | 27,884 | |||
Total lease payments | 56,984 | |||
Less: imputed interest | (2,784 | ) | ||
Total lease liabilities | 54,200 | |||
Less: current portion | (27,000 | ) | ||
Lease liabilities – non-current portion | $ | 27,200 | ||
Consulting and Service Agreements
1) | On April 1, 2017, the Company entered into a strategic consulting agreement with a consulting company with a term of one year. The consulting company provides the Company the strategic advices on business development and marketing. The compensation to the consulting company is $50,000 per year, payable in equal installments at the end of each month. The agreement was extended to March 31, 2023 with the same terms. |
2) | Exploratory Drilling Agreement and Related Costs. On April 1, 2018, the Company entered into a contract with an individual owner of a mining concession in Mexico. The mine is located in Mexico, in the state of Sinaloa, Badiraguato municipality, Nocoriba village. The latitude is 25.2520000 and the longitude is -107.225500. The Company started drilling within the concession 10HAAS. For the three months ended December 31, 2022 and 2021, the Company spent $0 on this mine. The Company was expected to spend an additional $1.56 million on this project as of December 31, 2022. If the project is successful, the Company will receive 3% equity in the mine (which percentage will be paid upon successful completion of exploration and drilling of the mine). The mine owner has been in discussion with a potential buyer to purchase this mine and the buyer is analyzing the minerals of this mine. The mine owner and the Company have agreed to put exploration on hold until this buyer completes its analysis in preparation for making the acquisition decision. The project is currently on hold due to the delay caused by COVID-19 pandemic and negotiations will resume once the analysis of minerals of the mine is completed and accepted by the potential buyer. |
Employment Agreement
On August 22, 2021, the Company currently hasentered into an employment agreementEmployment Agreement with Mr. Michael Viotto, the Company's CFO. PursuantCompany’s Chief Financial Officer (“CFO”), to serve in such position for a one-year term, effective August 22, 2021. Under the terms of his employment agreement, dated August 16, 2017,the Agreement, Mr. Viotto receiveswould receive an annual compensationsalary of $50,000, and would be eligible for an annual cash bonus in the agreement hasBoard’s sole discretion.
On August 22, 2022, the Company entered into an Employment Agreement with Mr. Michael Viotto, the Company’s Chief Financial Officer, to serve in such position for a one-year term, effective August 22, 2022. Under the terms of one year. Mr. Viotto's employment agreement includes typical clauses relating to noncompetition, nonsolicitation and indemnification ofthe Agreement, Mr. Viotto would receive an annual salary of $50,000, and would be eligible for an annual cash bonus in connection withthe Board’s sole discretion.
Effective on November 30, 2022, Mr. Viotto resigned from his serviceposition of CFO as well as the Company's CFO.member of the Board of Directors of the Company.
Note 1213 – Subsequent Events
The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company did not have any materialhas the following subsequent eventsevent to disclose in its CFS other thanconsolidated financial statements:
On January 30, 2023, the events discussed above.Company signed a convertible promissory note purchase agreement for the principal of $50,000 with conversion price of $0.45 per share of the Company’s common stock; the convertible note has a two-year term, bears interest at the rate of 3% per annum until note are fully paid.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with theour consolidated financial statements and related notes appearing elsewhere in Item I abovethis report. We have based these forward-looking statements on our current expectations and with projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” the audited consolidated financial statementsnegatives of such terms and notes, and with the informationother terms of similar meaning typically identify forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Management’s Discussion “Risk Factors” and Analysis of Financial Condition and Results of Operations”those listed in our most recent Annual Report on Form 10-K. This10-K for the year ended September 30, 2022 (the “2022 Form 10K) and those set forth from time to time in our other filings with the SEC. The following discussion should be read in conjunction with our Financial Statements and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussedrelated Notes thereto included elsewhere in this report and those discussed in our most recent Annual Report on2022 Form 10-K.10-K..
Overview
Fuse EnterprisesGroup Holding Inc. (the “Company” or “Enterprises”“Fuse Group” or “We”“we”) was incorporated under the laws of the State of Nevada on December 24, 2013. Enterprises isFuse Group currently a full service online marketing agency, but is exploringdevelops opportunities in the mining industry.and biotech areas. On December 6, 2016, the Company incorporated Fuse Processing, Inc. (“Processing”) in the State of California. Processing seeks business opportunities in the mining industry and is currently investigating potential mining targets in Asia and North America. EnterprisesFuse Group is the sole shareholder of Processing. On November 28, 2016, 5,500,000 shares of the common stock of Enterprises, or 60.91% of the Company’s issued and outstanding shares of common stock, were sold by Pavel Mikhalkov and Aleksandr Kriukov in a series of private transactions to a new shareholder for an aggregate purchase price of $55,000 (collectively, the “Stock Sales”). In connection with the Stock Sales, Messrs. Mikhalkov and Kriukov released the Company from certain liabilities and obligations arising out of their service as directors and officers of the Company. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 (US$($0.13). Trading had no operations prior to the acquisition by Processing, and Trading expectsexpected to be engaged in mining-related businesses. On April 22, 2022, Processing transferred 100% ownership of Trading to an unrelated third party for HKD1. On May 3, 2018, the Company incorporated Fuse Technology Inc. in the State of Nevada, which changed its name to Fuse Biotech Inc. on November 30, 2020. Fuse Group is the sole shareholder of Fuse Biotech Inc. (“Fuse Biotech”). Fuse Biotech originally engaged in IMETAL system development. The Company originally planned to operate IMETAL as a platform to facilitate investment and trade in raw metals, find specialized minerals, exploit these opportunities and issue tokens to be used on the platform, subject to compliance with applicable laws and regulations. Due to the development of laws and regulations on token issuance and trading, management discussed its function and compliance issues with the designer of the platform and concluded the project had more issues and costs for compliance than originally expected, on December 23, 2019, the Board decided to terminate the IMETAL project. Currently, Fuse Biotech seeks business opportunities in the biotech area.
Fuse Group and Processing provide consulting services to mining industry clients to find acquisition targets within the parameters set by the clients, when the mine owner is considering selling its mining rights. The services of Fuse Group and Processing include due diligence on the potential mine seller and the mine, such as ownership of the mine and whether the mine meets all operation requirements and/or is currently in operation.
On January 4, 2017, Processing entered into a Consulting and Strategist Agreement with a consulting company for a six-month term. On July 3, 2017, Processing and the consulting company extended the Consulting and Strategist Agreement until January 3, 2018 at no additional cost, and the Agreement was subsequently extended to July 3, 2018. The consultant provides Processing with market research, exploration and advise on business development opportunities in certain countries, and other general business advisory services. Processing paid a deposit of $1,325,000 for the consulting fee, of which, $325,000 was expensed as a consulting fee based on the agreement, and the remaining $1,000,000 of which would have been refunded to the Company if the Company had not made an investment and/or entered into a business relationship in Mexico. The consulting company found acquisition targets for the Company, and on June 22, 2018, the Company entered into a Memorandum of Understanding (“MOU”) with a seller to purchase concessions rights to five mineral locations located in different areas of Mexico for $1,000,000. Upon execution of the MOU, the Company acquired the exclusive right to purchase the concessions rights to mines from the seller until September 30, 2018. The parties entered into an oral agreement that the Company would pay a purchase price of $1,000,000 to purchase concessions rights to five mineral locations that would be consolidated into a local company in Mexico upon the approval from the Mexican government allowing the transfer of all mining concession to a Mexican company.
On February 9, 2021, the Company and Processing entered into a Share Exchange Agreement (the “Agreement”) with Choo Keam Hui, Goh Hau Guan, Lim Hui Sing, Teh Boon Nee and Tia Chai Teck (collectively as the “Sellers”). Pursuant to the Agreement, the Company agreed to issue to the Sellers in aggregate of 14,285,715 shares of common stock of the Company (the “Fuse Shares”) in exchange of all the outstanding shares of Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company ("Portafolio”) owned by the Sellers. Portafolio owns concessions rights to five mineral locations and the five mines have not been explored and have no operations, no existing contracts for the sale of output, no permits or licenses to conduct mining operations. Portafolio only has five concessions to explore for minerals and owns no facilities or equipment. There is no assurance that we will be able to obtain the surface rights and permits that are necessary to extract the minerals from the areas covered by the concessions. The Company is waiting for the Sellers to complete the transfer process for the equity interest of Portafolio to the Processing to complete the transaction.
Stock certificates for 14,285,715 shares were prepared by the Company for the closing of the transaction contemplated in the Agreement but were not delivered to the Sellers. After reevaluation of the Agreement, the Company determined that the transaction was incorrectly recorded, as such stock certificates remained in the custody of the Company and not delivered (i.e. provided as consideration) to the Sellers. On October 20, 2021, the Company cancelled these stock certificates.
On April 29, 2019, the Board of Directors (“BOD”) of the Company approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to change its name from Fuse Enterprises Inc. to Fuse Group Holding Inc. Also on April 29, 2019, stockholders holding a majority of the Company’s outstanding capital stock approved the Amendment. The Amendment was filed with the Secretary of State for the State of Nevada on April 30, 2019, and became effective on May 13, 2019. On May 29, 2019, the Company changed its trading symbol on OTC Markets from FNST to FUST.
In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the pandemic has resulted in quarantines, travel restrictions, and the temporary closure of office buildings and facilities in the US. The state of California, where the Company is headquartered, has been affected by COVID-19.
Our business and services and results of operations have been adversely affected and could continue to be adversely affected by the COVID-19 pandemic. The pandemic negatively impacted our business development, and disrupted or delayed our current mine projects and services to our clients, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course. These and similar, and perhaps more severe, disruptions in our operations could negatively impact our business, operating results and financial condition.
Quarantines, travel restrictions, shelter-in-place and other restrictions related to COVID-19 have impacted our abilities to visit mines in Mexico and Asian counties as well as to meet with potential clients and mine owners for our consulting business and our own investment in mine projects. Our clients that are negatively impacted by the outbreak of COVID-19 may cancel or suspend their mine acquisition projects, which in turn will reduce their demands for our services and materially adversely impact our revenue. Potential impact to our results of operations will also depend on future developments and new information that may emerge regarding COVID-19 and new variants, the efficacy and distribution of COVID-19 vaccines and the actions taken by governmental authorities and other entities to contain COVID-19 and/or mitigate its impact, almost all of which are beyond our control.
The global economy has also been materially negatively affected by COVID-19 and there is continued severe uncertainty about the duration and intensity of its impacts. The U.S. and global growth forecast is extremely uncertain, which would seriously affect people’s investment desires in mines in Mexico, Asia and internationally.
While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock.
We received a $49,600 Paycheck Protection Program loan (“PPP loan”) and a $105,500 Economic Injury Disaster Loan (“EIDL loan”) from US Small Business Administration (“the SBA”) during the year ended September 30, 2020. The forgiveness of $49,600 PPP loan was approved in June 2021.
We currently believe our financial resources will be adequate to see us through the outbreak. However, in the event that we do need to raise capital in the future, the outbreak-related instability in the securities markets could adversely affect our ability to raise additional capital.
On March 11, 2021, Fuse Group and Fuse Biotech entered into a Share Exchange Agreement with E-Mo Biotech Holding Inc., a company incorporated under the laws of Nevada (the “E-Mo Biotech”), Qiyi Xie, a resident of California (“Xie”), Quan Qinghua, a citizen and resident of China (“Quan”), Jing Li, a citizen and resident of China (“Li”) and HWG Capital Sdn Bhd, a company incorporated under laws of Malaysia (“HWG” and hereinafter collectively with Xie, Quan and Li, the “Sellers”). Pursuant to the Agreement, the Company will issue the Sellers 100,000,000 shares of Company’s common stock (the “Fuse Shares”) for all the issued and outstanding shares of E-Mo Biotech (the “E-Mo Shares”) owned by the Sellers. E-Mo Biotech Holding Inc. is a start-up, development-stage company involving in vaccine, immunological treatment and diagnostic product research and development and has no commercial sales of vaccines, treatments, or diagnostic products. The acquisition was not completed and the Fuse Shares were not issued. On September 30, 2021, the Company and Fuse Biotech entered into a Termination Agreement with E-Mo Biotech, the Sellers, effective on September 30, 2021. Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement, which was originally entered into by and among the Company, Fuse Biotech, the Sellers and E-Mo Biotech on March 11, 2021.
Results of operations for the three months ended December 31, 20172022 and 20162021
Revenue and Cost of Revenue
We have historically generated revenue from sales ofdevelop our marketingbusiness in mining and web development services directly to small and medium-sized business. We have acquired customers through direct telemarketing and referrals. We are currently seeking business opportunities in the mining industry and are investigatinginvestigate potential mining targets in Asia and North America.
Our revenue for the three months ended December 31, 2017 and 20162022 was $0, respectively.nil. For the three months ended December 31, 2021, we provided two potential mine opportunities in Mexico to a client. For the three months ended December 31, 2021, the Company recorded revenue of $200,000 for the services provided. Our cost of revenues for the three months ended December 31, 20172022 and 20162021 was $0,nil and $10,015, respectively, resulting in a gross profit of $0which was mainly for the consulting expenses paid for mine expertise during the mine due diligence period for the three months ended December 31, 20172021, resulting in a gross profit of nil and 2016,$189,985 for the three months ended December 31, 2022 and 2021, respectively. The Company did not generate any revenue because the Company did not receive any new orders for our consulting and website development services. The Company is also in the process of transforming its business by seeking new business opportunities in the mining industry.
Costs and Expenses
The major components of our expenses for the three months ended December 31, 20172022 and 20162021 are outlined in the table below:
2022 | 2021 | Increase (Decrease) | ||||||||||
General and administrative | $ | 99,701 | $ | 161,438 | $ | (61,737 | ) | |||||
Consulting fees | 15,500 | 18,384 | (2,884 | ) | ||||||||
Total operating expenses | $ | 115,201 | $ | 179,822 | $ | (64,621 | ) | |||||
| 2017 | 2016 | Increase (Decrease) | ||||||||||
| General and administrative | $ | 227,791 | $ | 37,370 | $ | 190,421 | ||||||
| $ | 227,791 | $ | 37,370 | $ | 190,421 | |||||||
The increasedecrease in our operating costsexpenses for the three months ended December 31, 2017,2022, compared to the three months ended December 31, 2016,2021, was mainly included increased: salarydue to decreased auditing fee by $22,000, decreased insurance expense by approximately $8,410, decreased lawyer fee by approximately $6,180, decreased payroll expenses of $49,167, travel expenses of $68,242, consultingby approximately $12,780, and decreased professional fee by approximately $7,040.
Non-operating income (expenses), net
Net non-operating expense of $55,389, and auditing fees of $16,000, as a result of the Company recruiting experienced personnel, advisors and consultants, and becoming more aggressive in seeking business opportunities for its development and expansion. In addition to the online marketing and consulting business, the Company is actively seeking opportunities in the mining industries in Asia and North America.
Liquidity and Capital Resources
The table below provides selected working capital information for the periods indicated:as of December 31, 2022 and September 30, 2022:
December 31, 2022 | September 30, 2022 | |||||||
Total current assets | $ | 75,876 | $ | 45,014 | ||||
Total current liabilities | 40,933 | 37,573 | ||||||
Working capital | $ | 34,943 | $ | 7,441 | ||||
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2017 | 2017 | |||||||
| Total current assets | $ | 5,102,537 | $ | 5,344,093 | ||||
| Total current liabilities | (6,876,568 | ) | (6,879,283 | ) | ||||
| Working capital deficiency | $ | (1,774,031 | ) | $ | (1,535,190 | ) | ||
Liquidity
During the three months ended December 31, 20172022 and 2016, the Company reported2021, we had net loss of $239,389$121,879 and $37,551net income of $5,904, respectively.
If we are not successful in expanding our clientele basedeveloping the mining business and establishing profitability and positive cash flow, additional capital may be required to maintain ongoing operations. We have explored and are continuingcontinue to explore options to provide additional financing to fund future operations as well as other possible courses of action. Such actions may include, but are not limited to, securing lines of credit, sales of debt or equity securities (which may result in dilution to existing shareholders), loans and cash advances from other third parties or banks, and other similar actions. There can be no assurance that we will be able to obtain additional funding (if needed), on acceptable terms or at all, through a sale of our common stock, loans from financial institutions, or other third parties, or any of the actions discussed above. If we cannot sustain profitable operations, and additional capital is unavailable, lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows.
Cash Flows
The table below, for the periodperiods indicated, provides selected cash flow information:information for the three months ended December 31, 2022 and 2021:
2022 | 2021 | |||||||
Net cash used in operating activities | $ | (114,865 | ) | $ | (53,978 | ) | ||
Net cash provided by (used in) financing activities | 149,450 | (530 | ) | |||||
Net increase (decrease) in cash | $ | 34,585 | $ | (54,508 | ) | |||
| For the Three Months Ended December 31, 2017 | For the Three Months Ended December 31, 2016 | |||||||
| Net cash used in operating activities | $ | (241,556 | ) | $ | (41,901 | ) | ||
| Net cash used in investing activities | 3,925,000 | - | ||||||
| Net cash provided by financing activities | - | 6,881,463 | ||||||
| Net increase (decrease) in cash | $ | 3,683,444 | $ | 6,839,562 | ||||
Cash Used inFlows from Operating Activities
Our cash used in operating activities for the three months ended December 31, 20172022 and 20162021 was $241,556$114,865 and $41,901,$53,978, respectively. The increase in net cash used in operating activitiesoutflow during the three months ended December 31, 2022 was mainly due to increased cash outflow resulted from net loss of $239,389.after noncash adjustment by $123,161, but was partly offset by decreased cash outflow on accounts receivable by $50,000, and decreased cash outflow on other payable by $19,594.
Cash Flows from Investing Activities
During the three months ended December 31, 2022 and 2021, we did not have any investing activities.
Cash Flows from Financing Activities
Our cash provided by investingfinancing activities for the three months ended December 31, 2017 and 20162022 was $3,925,000 and $0, respectively. The increase$149,450 compared to cash used in net cash provided by investingfinancing activities was mainly due to the collection of outstanding notes receivable of $3,925,000.
Recent Accounting Pronouncements
See Note 2 to the Consolidated Financial Statements.
Off Balance Sheet Arrangements
As of December 31, 2017,2022, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.arrangements.
Quantitative and Qualitative Disclosures about Market Risk |
Not applicable.
Evaluation of Disclosure Controls and Procedures |
As of the end of the period covered by this report, we conducted 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. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the end of the period covered by this report that our disclosure controls and procedures were not effective due to material weaknesses. The control deficiencies that constituted material weaknesses are as described below.
1. We do not have an Audit Committee. While we are not legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is of the utmost importance for entity-level control over the Company’s financial statements. Currently, the Board of Directors acts in the capacity of an audit committee.
2. We did not implement appropriate information technology controls. As of December 31, 2022, the Company was retaining copies of all financial data and material weakness. The material weakness relatesagreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to our havingunmitigated factors.
3. We currently lack sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements. We have one employee assigned to positionsa position that involveinvolves processing financial information, resulting in a lack of segregation of duties so that all journal entries and account reconciliations are reviewed by someone other than the preparer, heightening the risk of error or fraud.
We have taken certain actions to remediate the material weakness related to our lack of U.S. GAAP experience. We have engaged an outside CPA with U.S. GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared in accordance with U.S. GAAP.
If we are unable to remediate the material weakness, or other control deficiencies are identified, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner. Due to our small size and the early stage of our business, segregation of duties may not always be possible and may not be economically feasible. We have limited capital resources and have given priority in the use of those resources to our business development efforts. As a result, we have not been able to take steps to improve our internal controls over financial reporting during the quarter ended December 31, 2017.2022. However, we continue to evaluate the effectiveness of internal controls and procedures on an on-going basis. As our operations grow and become more complex, we intend to hire additional personnel in financial reporting and other areas. However, there can be no assurance of when, if ever, we will be able to remediate the identified material weaknesses.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 20172022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. |
We may from time to time be party to litigation and subject to claims incident to the ordinary course of business. As we grow and gain prominence in the marketplace we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows or financial position. We are not currently a party to any legal proceedings.
Item 1A. |
Not applicable.
Item 2. |
None.
Item 3. |
None.
Item 4. |
Not applicable.
Item 5. |
None.
Item 6. |
Exhibit No. | Description | |
31.1 | ||
32.1 | ||
101.INS | Inline XBRL Instance Document* | |
101.SCH | Inline XBRL Schema Document* | |
101.CAL | Inline XBRL Calculation Linkbase Document* | |
101.DEF | Inline XBRL Definition Linkbase Document* | |
101.LAB | Inline XBRL Label Linkbase Document* | |
101.PRE | Inline XBRL Presentation Linkbase Document* | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FUSE | ||
By: | /s/ Umesh Patel | |
Umesh Patel | ||
Chief Executive Officer and Chief Financial Officer | ||
(Principal Executive | ||
February 14, 2023 | ||