SEC File No. 024-12112
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 1-A/A
(Amendment No. 3)
Dated: May 26, 2023
REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933
4BiddenKnowledge, Inc.
(Exact name of issued in its charter)
Florida
(State of other jurisdiction of incorporation or organization)
2645 Executive Park Dr. Suite 419
Weston, FL 33331
(954) 663-3294
(Address, including zip code, and telephone number,
including area code of issuer's principal executive office)
Jeff Turner
897 W Baxter Dr.
South Jordan, UT 84095
801-810-4465
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
| 4841 | | 47-1884139 |
(Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification Number) |
This Preliminary Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.
This Offering Circular is following the Offering Circular format described in Part II (a)(1)(ii) of Form 1-A/A.
PART II – PRELIMINARY OFFERING CIRCULAR - FORM 1-A/A: TIER 1
Amendment No. 3
This amendment changes the offering type from a Tier 2 to a Tier 1 Regulation A filing and includes unaudited financial statements for the fiscal year ended December 31, 2022 with corresponding updates to the Management Discussion & Analysis section of the Offering Circular. As a result of the change from a Tier 2 to a Tier 1 offering, the number of shares being offered has been reduced to 11,428,571 with maximum offering proceeds of $19,999,999.25.
An Offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering statement filed with the Securities and Exchange Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering statement in which such Final Offering Circular was filed may be obtained.
PRELIMINARY OFFERING CIRCULAR
Dated: May 26, 2023
Subject to Completion
PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933
4BiddenKnowledge, Inc.
18851 NE 29th Ave. Suite 700
Weston, FL 33331
11,428,571 Shares of Class B Common Stock
at a price of $1.75 per Share
Minimum Investment: $250
Maximum Offering: $19,999,999.25
See The Offering - Page 9 and Securities Being Offered - Page 31 For Further Details. None of the Securities Offered Are Being Sold By Present Security Holders. This Offering Will Commence Upon Qualification of this Offering by the Securities and Exchange Commission and Will Terminate 365 days from the date of qualification by the Securities And Exchange Commission, Unless Extended or Terminated Earlier By The Issuer.
PLEASE REVIEW ALL RISK FACTORS ON PAGES 10 THROUGH PAGE 18 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
Because these securities are being offered on a "best efforts" basis, the following disclosures are hereby made:
| | Price to Public | Commissions (1) | Proceeds to
Company (2) | Proceeds to
Other Persons (3) |
| Per Share | $1.75 | $0 | $1.75 | None |
| Minimum Investment | $250 | $0 | $250 | None |
| Maximum Offering | $19,999,999.25 | $0 | $19,999,999.25 | None |
(1) The Company shall pay Donald Capital LLC, a Consulting Fee equivalent to $50,000 upfront in cash plus up to 5.5% in cash on funds raised in the Offering (See “Plan of Distribution”)
(2) Does not reflect payment of expenses of this Offering, which are estimated to not exceed $70,000.00 (but expressly does not include the broker dealer placement agent fee to Donald Capital LLC) and which includes, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, administrative services other costs of blue-sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares. This amount represents the proceeds of the offering to the Company, which will be used as set out in “USE OF PROCEEDS TO ISSUER.” The total maximum reimbursable expense allowance to Donald Capital LLC is $5,000.
(3) There are no finder’s fees or other fees being paid to third parties from the proceeds. See ‘PLAN OF DISTRIBUTION.’
This Offering (the “Offering”) consists of Class B Common Stock (the “Shares” or individually, each a “Share”) being offered on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold. The Shares are being offered and sold by 4BiddenKnowledge, Inc., a Florida Corporation (the “Company”). We are offering up to 11,428,571 Shares being offered at a price of $1.75 per share. This Offering has a minimum purchase of $250 per investor. We may waive the minimum purchase requirement on a case-by-case basis in our sole discretion. The Shares are being offered only by the Company on a best-efforts basis to an unlimited number of accredited investors and to an unlimited number of non-accredited investors subject to the limitations of Regulation A. Under Rule 251(d)(2)(i)(C) of Regulation A+, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth). The maximum aggregate amount of the Shares that will be offered is 11,428,571 Shares of Class B Common Stock with a Maximum Offering Price of $19,999,999.25 . There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to close.
Our Class B Common Stock is not currently listed on any exchange.
The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 1 offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. The offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 365 days from the date of qualification by the Commission, unless sooner terminated or extended by the Company's CEO. Pending each closing, payments for the Shares will be paid directly to the Company. Funds will be immediately transferred to the Company where they will be available for use in the operations of the Company's business in a manner consistent with the "USE OF PROCEEDS TO ISSUER" in this Offering Circular.
THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.
GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV (WHICH IS NOT INCORPORATED BY REFERENCE INTO THIS OFFERING CIRCULAR).
This Offering is inherently risky. See “Risk Factors” beginning on page 10.
Sales of these securities may commence within only upon qualification by the Securities and Exchange Commission. The Offering will be a continuous offering pursuant to Rule 251(d)(3)(i)(F).
The Company is following the “Offering Circular” format of disclosure under Regulation A.
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.
NASAA UNIFORM LEGEND
FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED 'BLUE SKY' LAWS).
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NOTICE TO FOREIGN INVESTORS
IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER.
PATRIOT ACT RIDER
The Investor hereby represents and warrants that Investor is not, nor is it acting as an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, the Investor has complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering , including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001.
NO DISQUALIFICATION EVENT (“BAD ACTOR” DECLARATION)
NONE OF THE COMPANY, ANY OF ITS PREDECESSORS, ANY AFFILIATED ISSUER, ANY DIRECTOR, EXECUTIVE OFFICER, OTHER OFFICER OF THE COMPANY PARTICIPATING IN THE OFFERING CONTEMPLATED HEREBY, ANY BENEFICIAL OWNER OF 20% OR MORE OF THE COMPANY'S OUTSTANDING VOTING EQUITY SECURITIES, CALCULATED ON THE BASIS OF VOTING POWER, NOR ANY PROMOTER (AS THAT TERM IS DEFINED IN RULE 405 UNDER THE SECURITIES ACT OF 1933) CONNECTED WITH THE COMPANY IN ANY CAPACITY AT THE TIME OF SALE (EACH, AN “ISSUER COVERED PERSON”) IS SUBJECT TO ANY OF THE “BAD ACTOR” DISQUALIFICATIONS DESCRIBED IN RULE 506(D)(1)(I) TO (VIII) UNDER THE SECURITIES ACT OF 1933 (A “DISQUALIFICATION EVENT”), EXCEPT FOR A DISQUALIFICATION EVENT COVERED BY RULE 506(D)(2) OR (D)(3) UNDER THE SECURITIES ACT. THE COMPANY HAS EXERCISED REASONABLE CARE TO DETERMINE WHETHER ANY ISSUER COVERED PERSON IS SUBJECT TO A DISQUALIFICATION EVENT.
Continuous Offering
Under Rule 251(d)(3) to Regulation A, the following types of continuous or delayed Offerings are permitted, among others: (1) securities offered or sold by or on behalf of a person other than the issuer or its subsidiary or a person of which the issuer is a subsidiary; (2) securities issued upon conversion of other outstanding securities; or (3) securities that are part of an Offering which commences within two calendar days after the qualification date. These may be offered on a continuous basis and may continue to be offered for a period in excess of 30 days from the date of initial qualification. They may be offered in an amount that, at the time the Offering statement is qualified, is reasonably expected to be offered and sold within one year from the initial qualification date. No securities will be offered or sold “at the market.”
Sale of these shares may commence on the qualification date, and this will be a continuous offering pursuant to Rule 251(d)(3)(i)(F).
Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.
Forward Looking Statement Disclosure
This Form 1-A/A, Offering Circular, and any documents incorporated by reference herein or therein contain forward-looking statements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Form 1-A/A, Offering Circular, and any documents incorporated by reference are forward-looking statements. Forward-looking statements give the Company's current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as 'anticipate,' 'estimate,' 'expect,' 'project,' 'plan,' 'intend,' 'believe,' 'may,' 'should,' 'can have,' 'likely' and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. The forward-looking statements contained in this Form 1-A/A, Offering Circular, and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this Form 1-A/A, Offering Circular, and any documents incorporated by reference, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward- looking statements. Any forward-looking statement made by the Company in this Form 1-A/A, Offering Circular or any documents incorporated by reference herein speaks only as of the date of this Form 1-A/A, Offering Circular or any documents incorporated by reference herein. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
About This Form 1-A/A and Offering Circular
In making an investment decision, you should rely only on the information contained in this Form 1-A/A and Offering Circular. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A/A and Offering Circular. We are offering to sell, and seeking offers to buy the Shares only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Form 1-A/A and Offering Circular is accurate only as of the date of this Form 1-A/A and Offering Circular, regardless of the time of delivery of this Form 1-A/A and Offering Circular. Our business, financial condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents.
TABLE OF CONTENTS
| | | | Page |
| | | | |
| Offering Circular Summary | | | 8 |
| The Offering | | | 9 |
| Investment Analysis | | | 9 |
| RISK FACTORS | | | 10 |
| DILUTION | | | 17 |
| PLAN OF DISTRIBUTION | | | 18 |
| USE OF PROCEEDS TO ISSUER | | | 20 |
| DESCRIPTION OF BUSINESS | | | 21 |
| MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | | 22 |
| DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES | | | 23 |
| COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS | | | 24 |
| SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS | | | 26 |
| INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS | | | 27 |
| DESCRIPTION OF SECURITIES | | | 27 |
| SECURITIES BEING OFFERED | | | 27 |
| DISQUALIFYING EVENTS DISCLOSURE | | | 28 |
| ERISA CONSIDERATIONS | | | 29 |
| SHARES ELIGIBLE FOR FUTURE SALE | | | 30 |
| INVESTOR ELIGIBILITY STANDARDS & ADDITIONAL INFORMATION ABOUT THE OFFERING | | | 31 |
| WHERE YOU CAN FIND MORE INFORMATION | | | 33 |
| PART F/S FINANCIAL STATEMENTS | | | 34 |
| SIGNATURES | | | 56 |
| INDEX TO EXHIBITS | | | 57 |
OFFERING CIRCULAR SUMMARY
The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. For full offering details, please (1) thoroughly review this Form 1-A/A filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A/A and Offering Circular.
Unless otherwise indicated, the terms "4BiddenKnowledge," "4BK," "the Company," we," "our," and "us" are used in this Offering Circular to refer to 4BiddenKnowledge, Inc. and its subsidiaries.
Business Overview
4BiddenKnowledge, Inc., a Florida corporation, is a provider of original educational and informational content relating to ancient civilizations, esoteric wisdom, metaphysics, quantum physics, spirituality, and inspiration. The content is available for streaming through Apple TV, Amazon Video, Roku, Google Play, and directly from the Company’s website. For a further description of the Company and its plan of operations, see the section entitled “Description of Business” beginning on Page 22.
| Issuer: | 4BiddenKnowledge, Inc. |
| | |
| Type of Stock Offering: | Class B Common Stock |
| | |
| Price Per Share: | $1.75 |
| | |
| Minimum Investment: | $250 per investor. We may waive the minimum purchase requirement on a case-by-case basis in our sole discretion. |
| | |
| Maximum Offering: | $19,999,999.25 . The Company will not accept investments that would be, in aggregate, greater than the Maximum Offering amount. |
| | |
| Maximum Shares Offered: | 11,428,571 Shares of Class B Common Stock |
| | |
| Investment Amount Restrictions: | Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov. |
| Method of Subscription: | After the qualification by the SEC of the Offering Statement of which this Offering Circular is a part, investors can subscribe to purchase the Shares by completing the Subscription Agreement and sending payment by check, wire transfer, ACH, credit card, or any other payment method accepted by the Company. Upon the approval of any subscription, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds. Subscriptions are irrevocable and the purchase price is non-refundable. |
| | |
| Use of Proceeds: | See the description in the section entitled "USE OF PROCEEDS TO ISSUER" on page 21 herein. |
| | |
| Voting Rights: | The Shares have no voting rights. |
| | |
| Trading Symbols: | Our common stock is not currently listed on any exchange. |
| | |
| Transfer Agent and Registrar: | Securities Transfer Corporation is our transfer agent and registrar in connection with the Offering. |
| | |
| Length of Offering: | Shares will be offered on a continuous basis until either (1) the maximum number of Shares are sold; (2) 365 days from the date of qualification by the Commission; (3) the Company in its sole discretion extends the offering beyond 365 days from the date of qualification by the Commission, or (4) the Company in its sole discretion withdraws this Offering. |
The Offering
| Class B Common Stock Outstanding (1) | 1,504,250 Shares |
| Class B Common Stock in this Offering | 11,428,571 Shares |
| Stock to be outstanding after the offering (2) | 12,932,821 Shares |
| (1) | As of the date of this Offering Circular. |
| (2) | The total number of Shares of Class B Common Stock assumes that the maximum number of Shares are sold in this Offering. The Company may not be able to sell the Maximum Offering Amount. The Company will conduct one or more closings on a rolling basis as funds are received from investors. |
Investment Analysis
There is no assurance the Company will be profitable, or that management's opinion of the Company's future prospects will not be outweighed by the unanticipated losses, adverse regulatory developments and other risks. Investors should carefully consider the various risk factors below before investing in the Shares.
RISK FACTORS
The purchase of the Company's Class B Common Stock involves substantial risks. You should carefully consider the following risk factors in addition to any other risks associated with this investment. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company's business and your investment in the Shares. An investment in the Company may not be suitable for all recipients of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you.
The discussions and information in this Offering Circular may contain both historical and forward- looking statements. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company's business, please be advised that the Company's actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company in forward-looking statements. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results may differ from the Company's current expectations.
Before investing, you should carefully read and carefully consider the following risk factors:
Risks Related to the Company and Its Business
We have a limited operating history.
Our operating history is limited. There can be no assurance that our proposed plan of business can be realized in the manner contemplated and, if it cannot be, shareholders may lose all or a substantial part of their investment. There is no guarantee that we will ever realize any significant operating revenues or that our operations will ever be profitable.
We are dependent upon management, key personnel, and consultants to execute our business plan.
Our success is heavily dependent upon the continued active participation of our current management team, especially our current executive officer. Loss of this individual could have a material adverse effect upon our business, financial condition, or results of operations. Further, our success and the achievement of our growth plans depends on our ability to recruit, hire, train, and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in our industry, and the loss of any of such persons, or an inability to attract, retain, and motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect on our business. If we are unable to attract and retain the necessary personnel, consultants, and advisors, it could have a material adverse effect on our business, financial condition, or operations.
Although we are dependent upon certain key personnel, we do not have any key man life insurance policies on any such people.
We are dependent upon management in order to conduct our operations and execute our business plan; however, we have not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, should any of those key personnel, management, or founders die or become disabled, we will not receive any compensation that would assist with any such person’s absence. The loss of any such person could negatively affect our business and operations.
We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property, and goods and services taxes.
Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.
We are not subject to Sarbanes-Oxley regulation and lack the financial controls and safeguards required of public companies.
We do not have the internal infrastructure necessary and are not required to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management's time if and when it becomes necessary to perform the system and process evaluation, testing, and remediation required in order to comply with the management certification and auditor attestation requirements.
We have engaged in certain transactions with related persons.
Please see the section of this offering circular entitled “Interest of Management and Others in Certain Transactions”.
Changes in employment laws or regulation could harm our performance.
Various federal and state labor laws govern the Company's relationship with our employees and affect operating costs, including labor laws of non-USA jurisdictions, specifically Canadian federal and provincial statutes. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers' compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.
Our bank accounts will not be fully insured.
The Company's regular bank accounts and the escrow account for this Offering each have federal insurance that is limited to a certain amount of coverage. It is anticipated that the account balances in each account may exceed those limits at times. In the event that any of the Company's banks should fail, we may not be able to recover all amounts deposited in these bank accounts.
Our business plan is speculative.
Our present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will generate significant revenues or profits.
The Company will likely incur debt.
The Company has incurred debt in the past and expects to incur future debt in order to fund operations. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment.
Our expenses could increase without a corresponding increase in revenues.
Our operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on our financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, and (5) increases in borrowing costs.
Increased costs could negatively affect our business.
An increase in the cost of raw materials could affect the Company's profitability. Commodity and other price changes may result in unexpected increases in the cost of raw materials. To date, the sourcing and availability of raw materials has not been problematic and does not pose a significant risk to the Company, but the Company may be adversely affected by shortages of raw materials and/or an increase in their cost. In addition, energy cost increases could result in higher transportation, freight and other operating costs. We may not be able to increase our prices to offset these increased costs without suffering reduced volume, sales and operating profit, and this could have an adverse effect on your investment.
We may be unable to maintain or enhance our product image.
It is important that we maintain and enhance the image of our existing and new products. The image and reputation of the Company's products may be impacted for various reasons, including litigation. Such concerns, even when unsubstantiated, could be harmful to the Company's image and the reputation of its products. From time to time, the Company may receive complaints from customers regarding products purchased from the Company. The Company may in the future receive correspondence from customers requesting reimbursement. Certain dissatisfied customers may threaten legal action against the Company if no reimbursement is made. The Company may become subject to product liability lawsuits from customers alleging injury because of a purported defect in products sold by the Company, claiming substantial damages and demanding payments from the Company. The Company is in the chain of title when it manufactures, supplies or distributes products, and therefore is subject to the risk of being held legally responsible for them. These claims may not be covered by the Company's insurance policies. Any resulting litigation could be costly for the Company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the Company's business, results of operations, and financial condition. Any negative publicity generated as a result of customer complaints about the Company's products could damage the Company's reputation and diminish the value of the Company's brand, which could have a material adverse effect on the Company's business, results of operations, and financial condition, as well as your investment. Deterioration in the Company's brand equity (brand image, reputation and product quality) may have a material adverse effect on its financial results as well as your investment.
If we are unable to protect our Intellectual Property effectively, we may be unable to operate our business.
Our success will depend on our ability to obtain and maintain meaningful Intellectual Property Protection for any such Intellectual Property. The names and/or logos of Company brands (whether owned by the Company or licensed to us) may be challenged by holders of trademarks who file opposition notices, or otherwise contest trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. Such challenges could have a material adverse effect on the Company's financial results as well as your investment.
Computer, website, or information system breakdown could negatively affect our business.
Computer, website and/or information system breakdowns as well as cyber security attacks could impair the Company's ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company's financial results as well as your investment.
Changes in the economy could have a detrimental impact on the Company.
Changes in the general economic climate could have a detrimental impact on consumer expenditure and therefore on the Company's revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may adversely affect customers' confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the Company's financial results and on your investment.
Additional financing may be necessary for the implementation of our growth strategy.
The Company may require additional debt and/or equity financing to pursue our growth and business strategies. These include, but are not limited to enhancing our operating infrastructure and otherwise respond to competitive pressures. Given our limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to us. Lack of additional funding could force us to curtail substantially our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our Shares.
Our operating plan relies in large part upon assumptions and analyses developed by the Company. If these assumptions or analyses prove to be incorrect, the Company’s actual operating results may be materially different from our forecasted results.
Whether actual operating results and business developments will be consistent with the Company's expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Company's control, including, but not limited to:
| • | whether the Company can obtain sufficient capital to sustain and grow its business |
| • | our ability to manage the Company's growth |
| • | whether the Company can manage relationships with key vendors and advertisers |
| • | demand for the Company's products and services |
| • | the timing and costs of new and existing marketing and promotional efforts and/or competition |
| • | the Company's ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel |
| • | the overall strength and stability of domestic and international economies |
| • | consumer spending habits |
Unfavorable changes in any of these or other factors, most of which are beyond the Company's control, could materially and adversely affect its business, results of operations and financial condition.
Our operations may not be profitable.
The Company may not be able to generate significant revenues in the future. In addition, we expect to incur substantial operating expenses in order to fund the expansion of our business. As a result, we may experience substantial negative cash flow for at least the foreseeable future and cannot predict when, or even if, the Company might become profitable.
We may be unable to manage our growth or implement our expansion strategy.
We may not be able to expand the Company's product and service offerings, the Company's markets, or implement the other features of our business strategy at the rate or to the extent presently planned. The Company's projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.
Our business model is evolving.
Our business model is unproven and is likely to continue to evolve. Accordingly, our initial business model may not be successful and may need to be changed. Our ability to generate significant revenues will depend, in large part, on our ability to successfully market our products to potential users who may not be convinced of the need for our products and services or who may be reluctant to rely upon third parties to develop and provide these products. We intend to continue to develop our business model as the Company's market continues to evolve.
The Company Needs To Increase Brand Awareness
Due to a variety of factors, our opportunity to achieve and maintain a significant market share may be limited. Developing and maintaining awareness of the Company's brand name, among other factors, is critical. Further, the importance of brand recognition will increase as competition in the Company's market increases. Successfully promoting and positioning our brand, products and services will depend largely on the effectiveness of our marketing efforts. Therefore, we may need to increase the Company's financial commitment to create and maintain brand awareness. If we fail to successfully promote our brand name or if the Company incurs significant expenses promoting and maintaining our brand name, it will have a material adverse effect on the Company's results of operations.
Our employees may engage in misconduct or improper activities.
The Company, like any business, is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose unauthorized activities to the Company. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve improper or illegal activities which could result in regulatory sanctions and serious harm to our reputation.
Limitation on director liability.
The Company may provide for the indemnification of directors to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. Such indemnification may be available for liabilities arising in connection with this Offering.
Risks Related to this Offering and Investment
We may undertake additional equity or debt financing that would dilute the shares in this offering.
The Company may undertake further equity or debt financing, which may be dilutive to existing shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing shareholders, including you, and also reducing the value of Shares subscribed for under this Offering.
An investment in the Shares is speculative and there can be no assurance of any return on any such investment.
An investment in the Company's Shares is speculative, and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.
The Shares are offered on a “Best Efforts” basis and we may not raise the Maximum Amount being offered.
Since we are offering the Shares on a "best efforts" basis, there is no assurance that we will sell enough Shares to meet our capital needs. If you purchase Shares in this Offering, you will do so without any assurance that we will raise enough money to satisfy the full Use Of Proceeds To Issuer which we have outlined in this Offering Circular or to meet our working capital needs.
If the maximum offering is not raised, it may increase the amount of long-term debt or the amount of additional equity we need to raise.
There is no assurance that the maximum number of Shares in this Offering will be sold. If the maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity that we will have to seek in the future will further dilute those investors participating in this Offering.
We have not paid dividends in the past and do not expect to pay dividends in the future, so any return on investment may be limited to the value of our shares.
We have never paid cash dividends on our Shares and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Shares will depend on earnings, financial condition and other business and economic factors affecting it at such time that management may consider relevant. If we do not pay dividends, our Shares may be less valuable because a return on your investment will only occur if its stock price appreciates.
We may not be able to obtain additional financing.
Even if we are successful in selling the maximum number of Shares in the Offering, we may require additional funds to continue and grow our business. We may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force us to delay our plans for growth and implementation of our strategy which could seriously harm our business, financial condition and results of operations. If we need additional funds, we may seek to obtain them primarily through additional equity or debt financings. Those additional financings could result in dilution to our current shareholders and to you if you invest in this Offering.
The offering price has been arbitrarily determined.
The offering price of the Shares has been arbitrarily established by us based upon our present and anticipated financing needs and bears no relationship to our present financial condition, assets, book value, projected earnings, or any other generally accepted valuation criteria. The offering price of the Shares may not be indicative of the value of the Shares or the Company, now or in the future.
The management of the Company has broad discretion in application of proceeds.
The management of the Company has broad discretion to adjust the application and allocation of the net proceeds of this offering in order to address changed circumstances and opportunities. As a result of the foregoing, our success will be substantially dependent upon the discretion and judgment of the management of the Company with respect to the application and allocation of the net proceeds hereof.
An investment in our Shares could result in a loss of your entire investment.
An investment in the Company's Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.
There is no assurance that we will be able to pay dividends to our Shareholders.
While we may choose to pay dividends at some point in the future to our shareholders, there can be no assurance that cash flow and profits will allow such distributions to ever be made.
Sales of a substantial number of shares of our stock may cause the price of our stock to decline.
If our shareholders sell substantial amounts of our Shares in the public market, Shares sold may cause the price to decrease below the current offering price. These sales may also make it more difficult for us to sell equity or equity related securities at a time and price that we deem reasonable or appropriate.
We have made assumptions in our projections and in Forward-Looking Statements that may not be accurate.
The discussions and information in this Offering Circular may contain both historical and "forward- looking statements" which can be identified by the use of forward-looking terminology including the terms "believes," "anticipates," "continues," "expects," "intends," "may," "will," "would," "should," or, in each case, their negative or other variations or comparable terminology. You should not place undue reliance on forward-looking statements. These forward-looking statements include matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of our business, please be advised that our actual financial condition, operating results, and business performance may differ materially from that projected or estimated by us. We have attempted to identify, in context, certain of the factors we currently believe may cause actual future experience and results to differ from our current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers, the risk of litigation and administrative proceedings involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Company's operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be referred to in this Offering Circular or in other reports issued by us or by third-party publishers.
You should be aware of the long-term nature of this investment.
Because the Shares have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Shares may have certain transfer restrictions. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Shares may also adversely affect the price that you might be able to obtain for the Shares in a private sale. You should be aware of the long-term nature of your investment in the Company. You will be required to represent that you are purchasing the Securities for your own account, for investment purposes and not with a view to resale or distribution thereof.
The Shares in this Offering have no protective provisions.
The Shares in this Offering have no protective provisions. As such, you will not be afforded protection by any provision of the Shares or as a Shareholder in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. If there is a 'liquidation event' or 'change of control' the Shares being offered do not provide you with any protection. In addition, there are no provisions attached to the Shares in the Offering that would permit you to require the Company to repurchase the Shares in the event of a takeover, recapitalization or similar transaction.
You will not have significant influence on the management of the Company.
Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. You will have a very limited ability, if at all, to vote on issues of Company management and will not have the right or power to take part in the management of the Company and will not be represented on the board of directors or by managers of the Company. Accordingly, no person should purchase Shares unless he or she is willing to entrust all aspects of management to the Company.
There is no guarantee of any return on your investment.
There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read this Offering Circular and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision.
Our Subscription Agreement identifies the state of Florida for purposes of governing law.
The Company’s Subscription Agreement for shares issued under this Offering contains a choice of law provision stating, “all questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed and enforced in accordance with the laws of the State of Florida.” As such, excepting matters arising under federal securities laws, any disputes arising between the Company and shareholders acquiring shares under this offering shall be determined in accordance with the laws of the state of Florida. Furthermore, the Subscription Agreement establishes the state and federal courts located in Florida as having jurisdiction over matters arising between the Company and shareholders.
These provisions may discourage shareholder lawsuits or limit shareholders’ ability to obtain a favorable judicial forum in disputes with the Company and its directors, officers, or other employees.
There is currently no trading market for our Common Stock, and we cannot ensure that one will ever develop or be sustained.
There is no current market for any of our shares of stock and a market may not develop. We anticipate that Shares contemplated in this Offering will trade in the over-the-counter market via OTC Markets but cannot guarantee the timeframe in which that will occur, if at all. As such, individuals who choose to participate in this Offering do so with the understanding that a liquid market for the shares purchased may never develop.
IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY'S CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SECURITIES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE.
DETERMINATION OF OFFERING PRICE
This Offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market. The Offering Price of $1.75 per share has been arbitrarily determined and is not meant to reflect a valuation of the Company. The Company has engaged Donald Capital LLC, a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”) as a placement agent.
DILUTION
The term 'dilution' refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given share of stock when additional Shares are issued. If all the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 98% of the total Shares of Class B Common Stock of the Company. The Company anticipates that, subsequent to this Offering, the Company may require additional capital and such capital may take the form of Class B Common Stock, other stock or securities or debt convertible into stock. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company.
If you purchase shares in this Offering, your ownership interest in our Class B Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this Offering and the net tangible book value per share of our Class B Common Stock after this Offering.
Our historical net tangible book value as of June 30, 2022, was $408,846. Historical net tangible book value per share equals the amount of our total tangible assets, less total liabilities, divided by the total number of shares of our Class B Common Stock outstanding, all as of the date specified. Net tangible book value per share is an estimate based on the net tangible book value as of June 30, 2022, and 1,504,250 shares of Class B Common Stock outstanding as of the date of this Offering Circular.
The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the Shares offered for sale in this Offering (before deducting our estimated offering expenses of $70,000):
| Funding Level | | 100% | | | 75% | | | 50% | | | 25% | |
| Gross Proceeds | | $ | 19,999,999 | | | $ | 14,999,999 | | | $ | 10,000,000 | | | $ | 5,000,000 | |
| Offering Price | | $ | 1.75 | | | $ | 1.75 | | | $ | 1.75 | | | $ | 1.75 | |
| Net Tangible Book Value per Share of Common Stock before this Offering | | $ | (0.114751 | ) | | $ | (0.114751 | ) | | $ | (0.114751 | ) | | $ | (0.114751 | ) |
| Increase in Net Tangible Book Value per Share Attributable to New Investors in this Offering | | $ | 1.647857 | | | $ | 1.586353 | | | $ | 1.476161 | | | $ | 1.221596 | |
| Net Tangible Book Value per Share of Common Stock after this Offering | | $ | 1.533106 | | | $ | 1.471602 | | | $ | 1.361410 | | | $ | 1.106845 | |
| Dilution per share to Investors in the Offering | | $ | (0.216894 | ) | | $ | (0.278398 | ) | | $ | (0.388590 | ) | | $ | (0.643155 | ) |
There is no material disparity between the price of the Shares in this Offering and the effective cash cost to officers, directors, promoters and affiliated persons for shares acquired by them in a transaction during the past year, or that they have a right to acquire.
PLAN OF DISTRIBUTION
We are offering a Maximum Offering of up to $19,999,999.25 in Shares of our Class B Common Stock. The offering is being conducted on a best-efforts basis without any minimum number of shares or amount of proceeds required to be sold. There is no minimum subscription amount required (other than a per investor minimum purchase) to distribute funds to the Company. The Company will not initially sell the Shares through commissioned broker-dealers, but may do so after the commencement of the offering. Any such arrangement will add to our expenses in connection with the offering. If we engage one or more commissioned sales agents or underwriters, we will supplement this Form 1-A/A to describe the arrangement. Subscribers have no right to a return of their funds. The Company may terminate the offering at any time for any reason at its sole discretion and may extend the Offering past the termination date of 365 days from the date of qualification by the Commission in the absolute discretion of the Company and in accordance with the rules and provisions of Regulation A of the JOBS Act. None of the Shares being sold in this Offering are being sold by existing securities holders.
After the Offering Statement has been qualified by the Securities and Exchange Commission (the "SEC"), the Company will accept tenders of funds to purchase the Shares. No escrow agent is involved, and the Company will receive the proceeds directly from any subscription. You will be required to complete a subscription agreement in order to invest.
Currently, we plan to have our directors and executive officers sell the Shares offered hereby on a best-efforts basis and have engaged Donald Capital LLC who is registered with the Financial Industry Regulatory Authority (“FINRA”) for a commission of up to 5.5% in cash on the monies raised.
Donald Capital LLC will not receive any other compensation except has set forth in its engagement agreement under which Donald Capital LLC shall provide the Company with such regular and customary consulting services associated with preparing for and initiating a Regulation A+ offering, as is reasonably required for and requested by the Company. Our directors and executive officers will receive no discounts or commissions. Our executive officers or Donald Capital LLC will deliver this Offering Circular to those persons who they believe might have interest in purchasing all or a part of this Offering. There can be no assurances that our Offering Circular and this Offering will be available in any particular State. All Units will be offered on a “best efforts” basis.
The maximum and only fees that Donald Capital LLC can earn from this offering is $4,180,000 (equaling the initial $50,000 consulting fee plus the maximum reimbursable expense allowance of $5,000 plus up to 5.5% of the placement agent proceeds in the offering, if this offering is fully subscribed).
The Company, if the full offering is subscribed, anticipates proceeds, estimated to be $18,489,999.25.
All subscription agreements and checks received by the Company for the purchase of shares are irrevocable until accepted or rejected by the Company and should be delivered to the Company as provided in the subscription agreement. A subscription agreement executed by a subscriber is not binding on the Company until it is accepted on our behalf by the Company’s Chief Executive Officer or by specific resolution of our board of directors. Any subscription not accepted within 30 days will be automatically deemed rejected. Once accepted, the Company will deliver a stock certificate to a purchaser within five days from request by the purchaser; otherwise, purchasers’ shares will be noted and held on the book records of the Company.
The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers.
This Offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period of 365 days. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by us, or unless we are required to terminate by application of Regulation A of the JOBS Act. Funds received from investors will be counted towards the Offering only if the form of payment, such as a check or wire transfer, clears the banking system and represents immediately available funds held by us prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended by the Company.
This is an offering made under "Tier 1" of Regulation A, and the shares will not be listed on a registered national securities exchange upon qualification. Therefore, the shares will be sold only to a person if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the shares. Investor suitability standards in certain states may be higher than those described in this Form 1-A/A and/or Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons. Different rules apply to accredited investors.
Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the shares. Broker dealers and other persons participating in the offering must make a reasonable inquiry in order to verify an investor's suitability for an investment in the Company. Transferees of the shares will be required to meet the above suitability standards.
The shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of "specially designated nationals" or "blocked persons" maintained by the U.S. Office of Foreign Assets Control ("OFAC") at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. A "Sanctioned Country" means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Furthermore, the shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries.
USE OF PROCEEDS TO ISSUER
The Use of Proceeds is an estimate based on the Company's current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, or to add additional categories, and we will have broad discretion in doing so.
The maximum gross proceeds from the sale of the Shares in this Offering are $19,999,999.25. The net proceeds from the offering, assuming it is fully subscribed, are expected to be approximately $18,489,999.25 after the payment of offering costs such as printing, mailing, marketing, legal and accounting costs, and other compliance and professional fees that may be incurred. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management.
Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Ultimately, management of the Company intends to use substantially all of the net proceeds for general working capital and acquisitions. At present, management's best estimate of the use of proceeds, at various funding milestones, is set out in the chart below. However, potential investors should note that this chart contains only the best estimates of the Company's management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Company's management at all times.
A portion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses.
USE OF PROCEEDS
| Offering Price: $1.75 Per Share | | 10% | | | 25% | | | 50% | | | 75% | | | 100% | |
| Content Production | | $ | 540,000 | | | $ | 1,350,000 | | | $ | 2,700,000 | | | $ | 4,050,000 | | | $ | 5,400,000 | |
| Marketing | | $ | 540,000 | | | $ | 1,350,000 | | | $ | 2,700,000 | | | $ | 4,050,000 | | | $ | 5,400,000 | |
| Real Estate | | $ | 300,000 | | | $ | 750,000 | | | $ | 1,500,000 | | | $ | 2,250,000 | | | $ | 3,000,000 | |
| Administrative fees and Software | | $ | 250,000 | | | $ | 625,000 | | | $ | 1,250,000 | | | $ | 1,875,000 | | | $ | 2,500,000 | |
| Operations | | $ | 200,000 | | | $ | 500,000 | | | $ | 1,000,000 | | | $ | 1,500,000 | | | $ | 2,000,000 | |
| Research and Travel | | $ | 60,000 | | | $ | 150,000 | | | $ | 300,000 | | | $ | 450,000 | | | $ | 600,000 | |
| Estimated Placement Agent Fees (5.5%) | | $ | 110,000 | | | $ | 275,000 | | | $ | 550,000 | | | $ | 825,000 | | | $ | 1,100,000 | |
| Total | | $ | 2,000,000 | | | $ | 5,000,000 | | | $ | 10,000,000 | | | $ | 14,999,999 | | | $ | 19,999,999 | |
The expected use of net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this Offering.
In the event we do not sell all the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this Offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.
The allocation of the use of proceeds among the categories of anticipated expenditures represents management’s best estimates based on the current status of the Company’s proposed operations, plans, investment objectives, capital requirements, and financial conditions. No assurances can be provided that any milestone represented herein will be achieved. Future events, including changes in economic or competitive conditions of our business plan or the completion of less than the total Offering amount, may cause the Company to modify the above-described allocation of proceeds. The Company’s use of proceeds may vary significantly in the event any of the Company’s assumptions prove inaccurate. We reserve the right to change the allocation of net proceeds from the Offering as unanticipated events or opportunities arise. Additionally, the Company may from time to time need to raise more capital to address future needs.
The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company's management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.
DESCRIPTION OF BUSINESS
Corporate History
4BiddenKnowledge, Inc., a Florida corporation, was incorporated in January 2017 under the laws of the state of Florida. The Company maintains an active registration in the State of Florida in good standing.
Subsidiaries
None.
Plan of Operations
4BiddenKnowledge is a provider of original educational and informational content relating to ancient civilizations, esoteric wisdom, metaphysics, quantum physics, spirituality, and inspiration. The content is available for streaming through Apple TV, Amazon Video, Roku, Google Play, and directly from the Company’s website. For the past three years, we have focused on developing engaging content and acquiring high-level content for the purpose of building a subscriber base for the 4BiddenKnowledge streaming TV network.
The Company provides global streaming TV app platform that caters to alternative conscious content. We currently have over 10,000 paying monthly subscribers, and over one million follows on our various social media channels. The Company aims to give its subscribers educational and entertaining content that will help increase their knowledge of themselves and the Universe. With its huge library containing about 75% of original content with the remaining content licensed, 4BiddenKnowledge TV is a breath of fresh air in a huge market that is poised to continue to grow and which yearns for new content. Unlike the competition, 4BiddenKnowledge offers insight from hundreds of hosts from all over the world and brings the viewer to ancient locations of mystery and spirituality. 4BiddenKnowledge TV host Billy Carson offers unparalleled wisdom to the viewer. In addition to monthly subscription fees for the online content, the Company also generates revenue from merchandise and book publishing sales, conferences and virtual workshops.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Results of Operations
Year ended December 31, 2022, compared to year ended December 31, 2021
For the years ended December 31, 2022, and 2021, our business generated revenues of $2,390,370 and $ 1,974,428, respectively.
Cost of revenues for the years ended December 31, 2022, and 2021 was $2,144,923 and$438,979, respectively.
For the years ended December 31, 2022, and 2021, we had operating expenses of $2,436,993 and $1,613,858, respectively.
For the years ended December 31, 2022, and 2021, we had sales and marketing expenses of $254,068 and 233,733, respectively.
For years ended December 31, 2022, and 2021, we generated net losses of $1,991,841 and $157,594 respectively.
Liquidity and Capital Resources
Net cash provided in operating activities was $(1,728,383) and $(190,390) for the years ended December 31, 2022, and 2021, respectively.
Net cash provided in investing activities was $(10,000) and $(511,731) for the years ended December 31, 2022, and 2021, respectively.
Net cash provided by financing activities was $1,633,764 and $1,108,749, respectively, for the years ended December 31, 2022, and 2021.
As of December 31, 2022, the Company had $361,938 in cash to fund its operations.
Going Concern
The financial statements attached to this Offering Circular have been prepared assuming that the company will continue as a going concern which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. Additional financing is needed for the successful completion of the company’s contemplated plan of operations and its transition, ultimately, to the attainment of profitable operations. The company’s ability to raise additional equity or debt financing is unknown. An inability to resolve these factors would raise substantial doubts about the company’s ability to continue as a going concern. These financial statements do not include any adjustments that may result from the outcome of the aforementioned uncertainties.
Critical Accounting Policies
The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with the Company’s Board of Directors, management has identified in the accompanying financial statements the accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.
Recently Issued Accounting Pronouncements
The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.
Off-Balance Sheet Arrangements
As of the date of this Offering Circular, there were no off-balance sheet arrangements.
Subsequent Material Events
The Company evaluated subsequent events that have occurred after the balance sheet date of June 30, 2022, and up through the date of this Offering Circular. There are two types of subsequent events: (i) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (ii) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has determined that there are no additional events that would require adjustment to or disclosure in the attached financial statements.
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
Directors and Executive Officers
The following table sets forth regarding our executive officers, directors and significant employees, including their ages as of the date of this Offering Circular:
| Name | Position | Age | Director or Officer Since |
| Billy Carson | President, Director | 51 | January 2017 |
| Evan Spaulding | Interim CFO, Director | 50 | November 2022 |
| Travis Somerville | Interim COO, Director | 52 | November 2022 |
| Dawn Dickson | Director | 43 | November 2022 |
Billy Carson, President/Director
Billy Carson has over three decades of experience in sales and marketing. He launched a startup .com in 1997 which was acquired by a publicly traded company in 2004, launched a successful mobile app development company in 2008, and became an expert in video content marketing for the last two decades. He is a 2X best-selling author, and has a certificate in neuroscience from MIT and a certificate in ancient civilizations from Harvard. Billy’s five-year work experience includes:
| · | Zenforce Media LLC (President): January 2017 – June 2018 |
| · | Foundation for Addiction and Depression (President): October 2019 – March 2020 |
| · | 4BiddenKnowledge Inc.(President): January 2017 – Present |
Evan Spaulding, Interim CFO/Director
With over twenty years of experience as a financial executive, management consultant, and business owner, Evan has developed a hands-on, collaborative, servant leadership style. Although his career began as a CPA, with both a BBA and MPA from the University of Texas, he enhanced his skills as a CFO with an MBA in Entrepreneurship from the innovative and prestigious Acton School of Business. In 2015 and 2016, he was nominated for Austin Business Journal’s Best CFO in Austin. Evan thrives in the growth phase of a business, and he enjoys coaching his teammates toward mastering their roles while creating an exceptional experience for their customers. Evan is the Chair of the Executive Board for Big Brothers Big Sisters of Central Texas. Evan’s five-year work experience includes:
| · | Sabre Commercial, Inc. (CFO, Partner): October 2014 – December 2020 |
| · | Lithified Technologies Texas, LLC (CFO, Partner): January 2021 – October 2022 |
| · | Karmic Payback, LLC (Managing Director, Partner): July 2021 – Present |
| · | Prophit Financial, LLC (Fractional CFO Consultant, Founder): July 2022 – Present |
Travis Somerville, Interim COO/Director
Travis has over 25 years of experience in high-tech startups, consultancy, and business ownership in Austin, TX. He has developed methods to simplify operations and identify what each company should focus on. While originally tech focused, he broadened his leadership skills with an MBA in Entrepreneurship from the Acton School of Business. For the last 15 years, he worked right beside the top C-suites, absorbing their thinking. Travis has the ability to understand technical aspects and create strategies for businesses during their launch and growth. He is a kind mentor, a tough negotiator, and enjoys keeping up with AI. Travis sits on the advisory board of Evisort (AI company), and enjoys fostering kids in need. Travis’ five-year work experience includes:
| · | Microsoft (Sales Engineer): December 2015 – October 2018 |
| · | KWRI (Procurement Leader): December 2018 – August 2022 |
| · | Operator AI, Inc. (Founder): September 2022 – Present |
Dawn Dickson, Director
Dawn Dickson is a serial entrepreneur and inventor with over 20 years of experience in technology and business development. She has founded six successful cash flow positive companies since 2001, including Flat Out of Heels (2011) and PopCom (2017) and has successfully exited one company (Lifestyle Cafe, 2021). Dawn is the first female founder globally to raise over $1M secure token offering under a Reg CF of the JOBS Act. She is a pioneer in Web3 and equity crowdfunding. Dawn’s five-year work experience includes:
| · | Flat Out of Heels, LLC (Founder, Executive Chairman): April 2011 – Present |
| · | PopCom (Founder, CEO): October 2012 – Present |
Board of Directors
Our board of directors currently consists of four directors, three of which who are not considered "independent" as defined in Rule 4200 of FINRA's listing standards. We may appoint additional independent directors to our board of directors in the future, particularly to serve on committees should they be established.
We have no formal policy regarding board diversity. In selecting board candidates, we seek individuals who will further the interests of our stockholders through an established record of professional accomplishment, the ability to contribute positively to our collaborative culture, knowledge of our business and understanding of our prospective markets.
Committees of the Board of Directors
We may establish an audit committee, compensation committee, a nominating and governance committee and other committees to our Board of Directors in the future, but have not done so as of the date of this Offering Circular. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the Board of Directors.
Compensation of Directors and Executive Officers
Executive and Director Compensation
We have no standard arrangement to compensate our directors for their services in their capacity. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board and executive compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
Summary Compensation Table
The following table represents information regarding the total compensation of our officers and directors for the year ended December 31, 2021 as well as anticipated income for the current fiscal ending December 31, 2022.
| Name | Position | Fiscal Year | Cash Compensation | Other Compensation | Total Compensation |
| Billy Carson | President, Director | 2022 | $36,100 (A) | $0 | $36,100 |
| | | 2021 | $0 | $0 | $0 |
| Evan Spaulding | Interim CFO | 2022 | $17,333 (A) | $45,500 | $62,833 |
| | | 2021 | $0 | $0 | $0 |
| Travis Somerville | Interim COO | 2022 | $8,666 (A) | $15,167 | $23,833 |
| | | 2021 | $0 | $0 | $0 |
| (A) | Estimated accrued compensation through 12/31/2022, but not expected to have been paid as of 12/31/2022. |
There are no other employment agreements between the Company and its executive officers or directors. Our executive officers and directors have the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
Stock Incentive Plan; Options; Equity Awards
We have not adopted any long-term incentive plan that provides compensation intended to serve as incentive for performance. On 11/9/2022, the Company agreed to incentivize Travis Somerville and Evan Spaulding with Common Stock Class B shares for their service as executive officers. Beginning 11/9/2022, Travis earns 5,000 shares per month, up to a maximum of 30,000 shares, and Evan Spaulding earns 15,000 shares per month, up to a maximum of 90,000 shares. In addition, beginning 11/9/2022, the Company agreed to grant 10,000 Common Stock Class B vested quarterly at the Reg A price to each of the four directors for their service on the Board. Outside of the aforementioned arrangements, none of our executive officers or directors received, nor do we have any additional arrangements to pay out any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation.
Limitation of Liability and Indemnification of Officers and Directors
Our Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Florida law. The Bylaws state that the Company shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or an officer of the Company or such director or officer is or was serving at the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another company or of a partnership, limited liability company, joint venture, trust or other enterprise.
The Company believes that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company also may secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.
The Company may also enter into separate indemnification agreements with its directors and officers, in addition to the indemnification provided for in our Bylaws. These agreements, among other things, may provide that we will indemnify our directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person's services as one of our directors or officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.
There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
For additional information on indemnification and limitations on liability of our directors and officers, please review the Company's Bylaws, which are attached to this Offering Circular.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
The following table sets forth information regarding beneficial ownership of our Stock as of the date of this Offering Circular.
Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to Shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.
Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each Shareholder named in the following table possesses sole voting and investment power over their Shares of Stock. Percentage of beneficial ownership before the offering is based on 1,504,250 Shares of Class B Common Stock outstanding as of the date of this Offering Circular. Percentage of beneficial ownership after the Offering assumes the sale of the Maximum Offering Amount.
| Name and Position | Class | Shares Beneficially Owned
Prior to Offering | Shares Beneficially Owned
After Offering |
| | | Number | Percent | Number | Percent |
| Billy Carson | Class A Common | 19,970,000 | 100% | 19,970,000 | 100% |
| | Class B Common | 30,000 | 2% | 30,000 | <1% |
| Evan Spaulding | Class B Common | 26,000 | 2% | 26,000 | <1% |
| | | | | | |
| Travis Somerville | Class B Common | 8,667 | <1% | 8,667 | <1% |
| | | | | | |
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
During the last two full fiscal years and the current fiscal year, there are no additional transactions or proposed transactions involving the Company and a related party, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company's total assets at year-end for its last three fiscal years.
DESCRIPTION OF SECURITIES
Common Stock
The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. The holders of the common stock have the sole right to vote, except as otherwise provided by law, by our articles of incorporation, or in a statement by our board of directors in a Preferred Stock Designation.
In addition, such holders are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds, subject to the payment of preferential dividends or other restrictions on dividends contained in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of preferred stock described above. In the event of the dissolution, liquidation or winding up of 4BiddenKnowledge, Inc., the holders of our common stock are entitled to share ratably in all assets remaining after payment of all our liabilities, subject to the preferential distribution rights granted to the holders of any series of our preferred stock in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of our preferred stock described above.
The holders of the common stock do not have cumulative voting rights or preemptive rights to acquire or subscribe for additional, unissued or treasury shares in accordance with the laws of the State of Florida. Accordingly, excluding any voting rights granted to any series of our preferred stock, the holders of more than 50 percent of the issued and outstanding shares of the common stock voting for the election of directors can elect all of the directors if they choose to do so, and in such event, the holders of the remaining shares of the common stock voting for the election of the directors will be unable to elect any person or persons to the board of directors. All outstanding shares of the common stock are fully paid and nonassessable.
The laws of the State of Florida provide that the affirmative vote of a majority of the holders of the outstanding shares of our common stock and any series of our preferred stock entitled to vote thereon is required to authorize any amendment to our articles of incorporation, any merger or consolidation of 4BiddenKnowledge, Inc. with any corporation, or any liquidation or disposition of any substantial assets of 4BiddenKnowledge, Inc.
Preferred Stock
The Company has not authorized any preferred stock.
SECURITIES BEING OFFERED
The Company is offering Shares of its Class B Common Stock. Except as otherwise required by law, the Company's Articles of Incorporation or Bylaws, each Shareholder shall have no voting rights in the Company. The Shares of Class B Common Stock, when issued, will be fully paid and non-assessable.
The Company does not expect to create any additional classes of Common Stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its common stock.
The Company does not expect to declare dividends for holders of Class B Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to rights of holders of additional classes of securities, if any), in the discretion of the Company's Board of Directors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company's Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company.
Because this is a best-efforts offering, there is no minimum number of Shares that need to be sold in order for funds to be released to the Company and for this Offering to hold its first closing.
The minimum subscription that will be accepted from an investor $250 (the 'Minimum Subscription').
A subscription for $250 or more in the Shares may be made only by tendering to the Company the executed Subscription Agreement (electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via check, wire, credit or debit card, or ACH. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number of Shares stipulated therein and an agreement to hold the offer open until the Expiration Date or until the offer is accepted or rejected by the Company, whichever occurs first.
The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. The Company reserves the unqualified discretionary right to accept any subscription for Shares, in an amount less than the Minimum Subscription. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest or reduction. The Company's acceptance of your subscription will be effective when an authorized representative of the Company issues you written or electronic notification that the subscription was accepted.
There are no liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of Directors where cumulative voting is permitted or required related to the Class B Common Stock, provisions discriminating against any existing or prospective holder of the Class B Common Stock as a result of such Shareholder owning a substantial amount of securities, or rights of Shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class defined in any corporate document as of the date of filing. The Class B Common Stock will not be subject to further calls or assessment by the Company. There are no restrictions on alienability of the Class B Common Stock in the corporate documents other than those disclosed in this Offering Circular. For additional information regarding the Shares, please review the Company's Bylaws, which are attached to this Offering Circular.
Excepting matters arising under federal securities laws, any disputes between the Company and shareholders shall be governed in reliance on the laws of the state of Florida. Furthermore, the Subscription Agreement for this Regulation A offering appoints the state and federal courts located in the state of Florida as having jurisdiction over any disputes related to this Regulation A offering between the Company and shareholders.
Transfer Agent
Our transfer agent is Securities Transfer Corporation (2901 N Dallas Parkway, STE 380, Plano, TX 75093; Ph: (469) 633-0101). The transfer agent is registered under the Exchange Act and operates under the regulatory authority of the SEC and FINRA.
DISQUALIFYING EVENTS DISCLOSURE
Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuer's outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuer's interests, any general partner or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain "Disqualifying Events" described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. The Company is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in the Company. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events.
It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Company's Class B Common Stock with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering.
ERISA CONSIDERATIONS
Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, "ERISA Plans"), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 ("ERISA"). An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria.
Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiary's independent control over the assets in his account is adequate to relieve the ERISA Plan's fiduciaries of their obligations with respect to an investment directed by the beneficiary. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control and must permit him to choose among a broad range of investment alternatives.
Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction.
Regulations issued on November 13, 1986, by the Department of Labor (the "Final Plan Assets Regulations") provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a "publicly offered security" nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as "plan assets"). Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding "plan assets." Management anticipates that we would clearly be characterized as "operating" for the purposes of the regulations, and that it would therefore not be deemed to be holding "plan assets."
Classification of our assets as "plan assets" could adversely affect both the plan fiduciary and management. The term "fiduciary" is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. Thus, classification of our assets as plan assets could make the management a "fiduciary" of an investing plan. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Violation of fiduciary duties by management could result in liability not only for management but also for the trustee or other fiduciary of an investing ERISA Plan. In addition, if our assets are classified as "plan assets," certain transactions that we might enter into in the ordinary course of our business might constitute "prohibited transactions" under ERISA and the Code.
Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each year. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their "current value" as of the close of the plan's fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposes of such requirements, "current value" means fair market value where available. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements.
The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, "Qualified Plan") and by an individual retirement account ("IRA") is generally exempt from taxation. However, if a Qualified Plan or IRA earns "unrelated business taxable income" ("UBTI"), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources.
DIVIDEND POLICY
Subject to preferences that may be applicable to any then-outstanding shares of Preferred Stock, if any, and any other restrictions, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. We and our predecessors have not declared any dividends in the past. Further, we do not presently contemplate that there will be any future payment of any dividends on Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
Our Common Stock is not currently listed on any exchange.
Upon completion of this Offering, assuming the maximum amount of shares of Common Stock offered in this Offering are sold, there will be 12,932,821 shares of our Common Stock outstanding.
Rule 144
In general, a person who has beneficially owned restricted shares of our Common Stock for at least twelve months, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days before the sale, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:
| | • | 1% of the number of shares of our Common Stock then outstanding; or |
| | • | the average weekly trading volume of our Common Stock during the four calendar weeks preceding the filing by such person of a notice on Form 144 with respect to the sale; |
provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.
INVESTOR ELIGIBILITY STANDARDS & ADDITIONAL INFORMATION ABOUT THE OFFERING
Investment Limitations
Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth (please see below on how to calculate your net worth). Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A+. For general information on investing, we encourage you to refer to www.investor.gov.
Because this is a Tier 1, Regulation A+ offering, most investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act. If you meet one of the following tests you should qualify as an accredited investor:
| | (i) | You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year; |
| | | |
| | (ii) | You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Shares (please see below on how to calculate your net worth); |
| | | |
| | (iii) | You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer; |
| | | |
| | (iv) | You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; |
| | | |
| | (v) | You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (Investment Company Act), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940; |
| | (vi) | You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor; |
| | | |
| | (vii) | You are a trust with total assets in excess of $5,000,000, your purchase of Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Shares; or |
| | (viii) | You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000. |
Offering Period and Expiration Date
This Offering will start on the date on which the SEC initially qualifies this Offering Statement (the Qualification Date) and will terminate on the Termination Date.
Procedures for Subscribing
If you decide to subscribe for our Common Stock shares in this Offering, you should:
| 1. | Electronically receive, review, execute and deliver to us a Subscription Agreement; and |
| | |
| 2. | Deliver funds directly to the Company’s designated bank account via bank wire transfer (pursuant to the wire transfer instructions set forth in our Subscription Agreement) or electronic funds transfer via wire transfer. |
Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.
Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to our designated account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.
Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement, you may not revoke or change your subscription or request your subscription funds. All submitted subscription agreements are irrevocable.
Under Rule 251 of Regulation A+, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).
NOTE: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Shares.
In order to purchase our Common Stock shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that such investor is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this Offering.
LEGAL MATTERS
Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by Jeff Turner, JDT Legal, PLLC.
REPORTS
Following this Tier 1, Regulation A offering, we will be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A, in addition to our reporting requirements under the OTC Pink Basic Disclosure Guidelines.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a Regulation A Offering Statement on Form 1-A/A under the Securities Act with respect to the shares of common stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC's Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.
PART F/S: FINANCIAL STATEMENTS
TABLE OF CONTENTS
Financial Statements for the twelve months ended December 31, 2022
| | Page |
| Unaudited Condensed Balance Sheets | 35 |
| Unaudited Condensed Statements of Operations | 36 |
| Unaudited Condensed Statement of Stockholders’ Deficit | 37 |
| Unaudited Condensed Statements of Cash Flows | 38 |
| Notes to Unaudited Condensed Financial Statements | 39 |
Financial Statements for the Twelve months ended December 31, 2021, and 2020
| | Page |
| Independent Auditor’s Report | 43 |
| Audited Condensed Balance Sheets | 45 |
| Audited Condensed Statements of Operations | 46 |
| Audited Condensed Statement of Stockholders’ Deficit | 47 |
| Audited Condensed Statements of Cash Flows | 48 |
| Notes to Audited Condensed Financial Statements | 49 |
4BiddenKnowledge Inc.
Balance Sheets
| | | 12/31/22 | | | 12/31/21 | |
| | | (Unaudited) | | | | |
| (In US Dollars) | | | | | | |
| ASSETS | | | | | | |
| Current assets | | | | | | | | |
| Cash and cash equivalents | | $ | 361,938 | | | $ | 466,556 | |
| Inventories | | | 164,602 | | | | 206,813 | |
| | | $ | 526,540 | | | $ | 673,369 | |
| | | | | | | | | |
| Non-current assets | | | | | | | | |
| Fixed assets, net | | $ | 168,385 | | | | 271,259 | |
| Right of use assets, net | | | 443,435 | | | | 322,515 | |
| | | $ | 611,820 | | | $ | 593,774 | |
| TOTAL ASSETS | | $ | 1,138,360 | | | | 1,267,143 | |
| | | | | | | | | |
| LIABILITIES | | | | | | | | |
| Current liabilities | | | | | | | | |
| Credit card debt | | | 180,543 | | | | 103,084 | |
| Line of credit | | | 153,607 | | | | 153,607 | |
| Current portion of lease obligations | | | 43,515 | | | | 35,703 | |
| Current portion of notes and loans payable | | | 20,393 | | | | 41,861 | |
| Accrued taxes | | | - | | | | 387,279 | |
| | | $ | 398,058 | | | $ | 721,534 | |
| | | | | | | | | |
| Lease obligations | | | 220,989 | | | | 164,114 | |
| Notes and loans payable | | | 248,492 | | | | 196,582 | |
| TOTAL LIABILITIES | | $ | 867,539 | | | | 1,082,230 | |
| | | | | | | | | |
| EQUITY | | | | | | | | |
| Common Stock - Class A | | $ | 1,997 | | | $ | 1,997 | |
| Common Stock - Class B | | | 250 | | | | 97 | |
| Additional paid in capital | | | 3,161,910 | | | | 833,846 | |
| Equity issuance costs | | | (333,109 | ) | | | (82,641 | ) |
| Retained earnings / (Accumulated deficit) | | | (2,560,227 | ) | | | (568,386 | ) |
| Total stockholders' equity | | $ | 270,821 | | | $ | 184,913 | |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 1,138,360 | | | $ | 1,267,143 | |
The accompanying notes are integral to these financial statements.
4BiddenKnowledge Inc.
Statements of Operations
| | | Year Ended | |
| | | 12/31/22 | | | 12/31/21 | |
| (In US Dollars) | | | | | | | | |
| REVENUES | | | | | | | | |
| Revenues | | $ | 2,390,370 | | | $ | 1,974,428 | |
| Cost of revenues | | | 2,144,923 | | | | 438,979 | |
| Gross profit | | $ | 245,447 | | | $ | 1,535,449 | |
| | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | |
| Sales and marketing | | $ | 254,068 | | | | 233,773 | |
| General and administrative expenses | | | 2,182,925 | | | | 1,380,085 | |
| Total operating expenses | | $ | 2,436,993 | | | $ | 1,613,858 | |
| | | | | | | | | |
| Operating income / (loss) | | | (2,191,546 | ) | | | (78,409 | ) |
| | | | | | | | | |
| Interest expense | | | 191,736 | | | | 79,185 | |
| Income or (loss) before provision for income taxes | | $ | (2,383,282 | ) | | $ | (157,594 | ) |
| | | | | | | | | |
| Gain on disposition of asset | | | 4,162 | | | | - | |
| (Provision) / Benefit for income taxes | | | 387,279 | | | | - | |
| Net income or (loss) | | $ | (1,991,841 | ) | | $ | (157,594 | ) |
The accompanying notes are integral to these financial statements.
4BiddenKnowledge Inc.
Statement of Shareholders’ Equity
(Unaudited)
| | | Common Stock Class A | | | Common Stock Class B | | | | | | | | | | | | | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | Additional
Paid In
Capital | | | Equity
Issuance
Costs | | | Retained
Earnings /
(Accum.
Deficit) | | | Total
Shareholders'
Equity | |
| (Amounts in US$) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance - December 31, 2019 | | | 19,970,000 | | | $ | 1,997 | | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | (36,795 | ) | | $ | (34,798 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stock | | | - | | | | - | | | | 30,000 | | | | 3 | | | | 29,997 | | | | - | | | | - | | | | 30,000 | |
| Net income/(loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (373,997 | ) | | | (373,997 | ) |
| Balance - December 31, 2020 | | | 19,970,000 | | | | 1,997 | | | | 30,000 | | | | 3 | | | | 29,997 | | | | - | | | | (410,792 | ) | | | (378,795 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stock | | | - | | | | - | | | | 940,000 | | | | 94 | | | | 803,849 | | | | (82,641 | ) | | | | | | | 803,943 | |
| Net income/(loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (157,594 | ) | | | (157,594 | ) |
| Balance - December 31, 2021 | | | 19,970,000 | | | | 1,997 | | | | 970,000 | | | | 97 | | | | 833,846 | | | | (82,641 | ) | | | (568,386 | ) | | | 184,913 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stock | | | - | | | | - | | | | 1,532,045 | | | | 153 | | | | 2,328,064 | | | | (250,468 | ) | | | - | | | | 2,077,749 | |
| Net income/(loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,991,841 | ) | | | (1,991,841 | ) |
| Balance, December 31, 2022 | | | 19,970,000 | | | $ | 1,997 | | | | 2,502,045 | | | $ | 250 | | | $ | 3,161,910 | | | $ | (333,109 | ) | | $ | (2,560,227 | ) | | $ | 270,821 | |
The accompanying notes are integral to these financial statements.
4BiddenKnowledge Inc.
Statements of Cash Flows
(Unaudited)
| | | Year Ended | |
| | | 12/31/22 | | | 12/31/21 | |
| | | (Unaudited) | | | | |
| CASH FLOW FROM OPERATING ACTIVITIES | | | | | | | | |
| Net loss | | $ | (1,991,841 | ) | | $ | (157,594 | ) |
| | | | | | | | | |
| Adjustments to reconcile net income to net cash provided/(used) by operating activities | | | | | | | | |
| | | | | | | | | |
| Stock-based compensation | | | 148,803 | | | | - | |
| Capitalized film production costs | | | - | | | | - | |
| Depreciation, depletion, and amortization | | | 123,086 | | | | 51,942 | |
| Amortization of discounts on notes payable | | | 176,946 | | | | - | |
| Gain on disposition of equipment | | | 4,162 | | | | - | |
| | | | | | | | | |
| Changes in operating assets and liabilities: | | | - | | | | - | |
| Credit card and interest payable | | | 155,530 | | | | 98,799 | |
| Inventories | | | 42,210 | | | | (183,537 | ) |
| Income tax payable | | | (387,279 | ) | | | - | |
| Total cash flow from operating activities | | | (1,728,383 | ) | | | (190,390 | ) |
| | | | | | | | | |
| CASH FLOW FROM INVESTING ACTIVITIES | | | | | | | | |
| Acquisition of right-to-use property | | | - | | | | (322,515 | ) |
| Purchases of fixed assets | | | (10,000 | ) | | | (189,216 | ) |
| Total cash flow from investing activities | | | (10,000 | ) | | | (511,731 | ) |
| | | | | | | | | |
| | | | | | | | | |
| CASH FLOW FROM FINANCING ACTIVITIES | | | | | | | | |
| Borrowings, net of discounts | | | 611,221 | | | | 567,544 | |
| Principal payments on debt | | | (879,763 | ) | | | (180,097 | ) |
| Principal payments on lease obligations | | | (26,640 | ) | | | - | |
| Proceeds from the sale of stock, net of costs | | | 1,928,946 | | | | 721,302 | |
| Total cash flow from financing activities | | | 1,633,764 | | | | 1,108,749 | |
| | | | | | | | | |
| Net increase / (decrease) in cash | | | (104,618 | ) | | | 406,628 | |
| Cash and equivalents - beginning of period | | | 466,556 | | | | 59,928 | |
| Cash and equivalents - end of period | | | 361,938 | | | | 466,556 | |
| | | | | | | | | |
| SUPPLEMENTAL INFORMATION | | | | | | | | |
| Cash paid for interest | | $ | 96,484 | | | $ | 79,185 | |
| Cash paid for income taxes | | | - | | | | - | |
| | | | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | | | | | | | | |
| Fund raising costs | | $ | 250,468 | | | $ | - | |
| Purchase of property and equipment not yet paid for | | | - | | | | 199,817 | |
The accompanying notes are integral to these financial statements.
4BiddenKnowledge Inc.
Notes to Financial Statements
Years Ended December 31, 2022 and 2021
4BiddenKnowledge, Inc. was formed on January 31, 2017, in the state of Florida. The financial statements of 4BiddenKnowledge, Inc. (which may be referred to as the “Company”, “we”, “us”, or “our”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s headquarters are located in Coral Springs, Florida.
4BiddenKnowledge TV offers a diversely hosted TV platform with hundreds of TV hosts from all around the world. Its TV shows cover topics in ancient civilizations, esoteric wisdom, metaphysics, quantum physics, spirituality, and inspiration. The Company provides educational programming combined with conscious entertainment. The Company has also developed its own social media platform around streaming content. The Company provides 75% exclusive content and 25% licensed content. This method is building a very loyal, highly engaged subscriber base.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted the calendar year as its basis of reporting.
In the opinion of management, the accompanying financial statements include all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of December 31, 2022 and 2021, results of operations, and cash flows for the years ended December 31, 2022 and 2021. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing, and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of Estimates
The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash in banks. The Company’s cash is deposited in demand accounts at financial institutions that management believes are creditworthy. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of December 31, 2022, the Company’s cash and cash equivalents contained one account that exceeded FDIC insured limits.
Accounts Receivable and Allowance for Doubtful Accounts
The Company typically collects payment before the product is delivered. This applies to both shipped goods and internet content.
Accounts receivable are recorded at net realizable value or the amount that the Company expects to collect on gross customer trade receivables. We estimate losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. As of December 31, 2022 and 2021, the Company determined that no reserve was necessary.
Inventories
Inventories are valued at the lower of cost and net realizable value. Costs related to books and other products are determined using an average method.
Income Taxes
4BiddenKnowledge Inc. is a C corporation for income tax purposes. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company records interest, net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense. The Company records tax positions taken or expected to be taken in a tax return based upon the amount that is more likely than not to be realized or paid, including in connection with the resolution of any related appeals or other legal processes. Accordingly, the Company recognizes liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority. The Company recognizes interest and/or penalties related to unrecognized tax benefits as a component of income tax expense.
Concentration of Credit Risk
The Company maintains its cash with a major financial institution located in the United States of America which it believes to be creditworthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.
Revenue Recognition
ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
1) Identify the contract with a customer
2) Identify the performance obligations in the contract
3) Determine the transaction price
4) Allocate the transaction price to performance obligations in the contract; and
5) Recognize revenue as the performance obligation is satisfied.
The Company earns revenue from the sale of its content to around 12,000 active subscribers as of the end of 2022, as well as book and product sales.
Cost of revenues
Costs of revenues include the costs associated with production and distribution of events, online streaming/TV content, as well as the costs associated books and other product sales and delivery.
Fair Value of Financial Instruments
The carrying value of the Company’s financial instruments included in current assets and current liabilities (such as cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and accrued expenses) approximate fair value due to the short-term nature of such instruments.
The inputs used to measure fair value are based on a hierarchy that prioritizes observable and unobservable inputs used in valuation techniques. These levels, in order of highest to lowest priority, are described below:
Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2—Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3—Unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
Subsequent Events
The Company considers events or transactions that occur after the balance sheet date, but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date the financial statements were issued.
Recently Issued and Adopted Accounting Pronouncements
In February 2019, FASB issued ASU No. 2019-02, leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than twelve months. ASU 2019-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, and early application is permitted. The standard implementation did not have a material impact.
In June 2019, FASB amended ASU No. 2019-07, Compensation – Stock Compensation, to expand the scope of Topic 718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. The standard implementation did not have a material impact.
In August 2019, amendments to existing accounting guidance were issued through Accounting Standards Update 2019-15 to clarify the accounting for implementation costs for cloud computing arrangements. The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to implementation costs incurred in a hosting arrangement that is a service contract. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, and early application is permitted. The standard implementation did not have a material impact.
The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.
Inventories consist of merchandise on hand in our warehouse including books and other merchandise. Inventories are valued at the lower of cost or market.
| 4. | Property, Equipment and Right-of-Use Assets |
Property and Equipment consist of the following:
| | | 12/31/22 | | | 12/31/21 | |
| | | | | | | | | |
| Vehicles | | $ | 194,880 | | | $ | 366,673 | |
| Furniture and fixtures | | | 32,580 | | | | 32,580 | |
| Accumulated depreciation | | | (59,075 | ) | | | (127,994 | ) |
| Fixed assets, net | | $ | 168,385 | | | $ | 271,259 | |
During the year ended December 31, 2022, the Company sold equipment with an original cost of $181,793, accumulated depreciation of $112,411 and existing debt of $14,456 for $88,000, realizing a gain of $4,162 on the disposition of the asset.
Right-of-Use assets consist of the following:
| | | 12/31/22 | | | 12/31/21 | |
| | | | | | | | | |
| Right-of-use assets - acquisition cost | | $ | 526,036 | | | $ | 339,131 | |
| Accumulated lease amortization | | | (82,601 | ) | | | (16,616 | ) |
| Right-of-use assets, net | | $ | 443,435 | | | $ | 322,515 | |
| 5. | Capitalization and Equity Transactions |
The Company is authorized to issue 19,970,000 shares of Common Shares class A and 980,030,000 of Class B with a par value of $0.0001. As of December 31, 2022 and 2021, 19,970,000 shares of Class A were issued and outstanding. As of December 31, 2022 and 2021, shares of Class B totaling 2,502,045 and 970,000 were issued and are outstanding, respectively. Class A shares have voting rights, Class B shares do not.
The provision for income taxes on December 31, 2022 and 2021 are as follows:
| | | 12/31/22 | | | 12/31/21 | |
| | | | | | | | | |
| Current income tax expense/(benefit) | | $ | (418,286 | ) | | $ | (42,550 | ) |
| Deferred tax, net of valuation allowance | | | 418,286 | | | | 42,550 | |
| Net provision for income tax | | $ | - | | | $ | - | |
Significant components for income taxes for the years ended December 31, 2022 and 2021 are as follows:
| | | 12/31/22 | | | 12/31/21 | |
| | | | | | | | | |
| Accrued tax liability | | $ | - | | | $ | 387,279 | |
| Deferred tax asset | | | 202,847 | | | | (42,550 | ) |
| Valuation allowance | | | (202,847 | ) | | | 42,550 | |
| Total deferred tax liability | | $ | - | | | $ | 387,279 | |
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had a net operating loss of $2,191,546 in 2022 and a cash balance of $361,938 as of December 31, 2022. These factors normally raise doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.
Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing.
There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.
INDEPENDENT ACCOUNTANT’S AUDIT REPORT
To the Board of Directors
4Biddenknowledge, Inc.
Pompano Beach, Florida
Opinion
We have audited the financial statements of 4Biddenknowledge, Inc., which comprise the balance sheets as of December 31, 2021, and 2020, and the related statements of income, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of 4Biddenknowledge, Inc. as of December 31, 2021, and 2020, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of 4Biddenknowledge, Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about 4Biddenknowledge, Inc.’s ability to continue as a going concern for period of twelve months from the end of the year ended December 31, 2021.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.
In performing an audit in accordance with GAAS, we:
| • | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| • | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 4Biddenknowledge Inc.’s internal control. Accordingly, no such opinion is expressed. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| • | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about 4Biddenknowledge Inc.’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.
Going Concern
As discussed in Note 10, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
August 15 2022
Los Angeles, California
4Biddenknowledge Inc.
Balance Sheet
| As of December 31, | | 2021 | | | 2020 | |
| (In US Dollars) | | | | | | |
| ASSETS | | | | | | |
| Current assets | | | | | | |
| Cash and cash equivalents | | $ | 466,556 | | | $ | 59,928 | |
| Inventories | | | 206,813 | | | | 23,276 | |
| Total current assets | | | 673,369 | | | | 83,204 | |
| | | | | | | | | |
| Non-current assets | | | | | | | | |
| Property and equipment, net | | | 271,259 | | | | 133,987 | |
| Right of use assets, net | | | 322,515 | | | | - | |
| | | | 593,774 | | | | 133,987 | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | 1,267,143 | | | $ | 217,191 | |
| | | | | | | | | |
| LIABILITIES | | | | | | | | |
| Current liabilities | | | | | | | | |
| Credit card debt | | $ | 103,082 | | | $ | 4,285 | |
| Line of credit | | | 153,607 | | | | 21,172 | |
| Current portion lease obligations | | | 35,703 | | | | 17,797 | |
| Current portion of notes and loans payable | | | 41,861 | | | | 22,098 | |
| Accrued taxes | | | 387,279 | | | | 387,279 | |
| Total current liabilities | | | 721,532 | | | | 452,631 | |
| | | | | | | | | |
| Lease obligations | | | 164,114 | | | | 38,320 | |
| Notes and loans payable | | | 196,582 | | | | 105,033 | |
| | | | | | | | | |
| Total liabilities | | | 1,082,228 | | | | 595,984 | |
| | | | | | | | | |
| EQUITY | | | | | | | | |
| Common Stock - Class A | | | 1,997 | | | | 1,997 | |
| Common Stock - Class B | | | 97 | | | | 3 | |
| Additional paid in capital | | | 833,846 | | | | 29,997 | |
| Equity issuance costs | | | (82,641 | ) | | | - | |
| Retained earnings / (Accumulated deficit) | | | (568,384 | ) | | | (410,790 | ) |
| | | | | | | | | |
| Total stockholders' equity | | | 184,915 | | | | (378,793 | ) |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | | 1,267,143 | | | $ | 217,191 | |
See accompanying notes to the financial statements.
4Biddenknowledge Inc.
Statements of Operations
| For Fiscal Year Ended December 31, | | 2021 | | | 2020 | |
| (USD $ in Dollars) | | | | | | |
| Net revenue | | $ | 1,974,428 | | | $ | 1,650,002 | |
| Cost of revenues | | | 438,979 | | | | 198,000 | |
| Gross profit | | | 1,535,449 | | | | 1,452,002 | |
| | | | | | | | | |
| Operating expenses | | | | | | | | |
| General and administrative | | | 1,380,085 | | | | 1,471,561 | |
| Sales and marketing | | | 233,773 | | | | - | |
| Total operating expenses | | | 1,613,858 | | | | 1,471,561 | |
| | | | | | | | | |
| Operating income/(loss) | | | (78,409 | ) | | | (19,559 | ) |
| | | | | | | | | |
| Interest expense | | | 79,185 | | | | 42,107 | |
| Other Loss/(Income) | | | - | | | | - | |
| Income/(Loss) before provision for income taxes | | | (157,594 | ) | | | (61,666 | ) |
| Provision/(Benefit) for income taxes | | | - | | | | 312,330 | |
| | | | | | | | | |
| Net income/(Net Loss) | | $ | (157,594 | ) | | $ | (373,996 | ) |
See accompanying notes to the financial statements.
4Biddenknowledge Inc.
Statements of Changes in Stockholders’ Equity
| | | Common Stock Class A | | | Common Stock Class B | | | Additional Paid in Capital | | | Equity Issuance Costs | | | Retained earnings/
(Accumulated Deficit) | | | Total Shareholders' Equity | |
| (in , $US) | | Shares | | | Amount | | | Shares | | | Amount | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance—December 31, 2019 | | | 19,970,000 | | | | 1,997 | | | | - | | | | - | | | | - | | | | - | | | | (36,794 | ) | | | (34,797 | ) |
| Issuance of Common Stock | | | - | | | | - | | | | 30,000 | | | | 3 | | | | 29,997 | | | | - | | | | - | | | | 30,000 | |
| Net income/(loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (373,996 | ) | | | (373,996 | ) |
| Balance—December 31, 2020 | | | 19,970,000 | | | | 1,997 | | | | 30,000 | | | | 3 | | | | 29,997 | | | | - | | | | (410,790 | ) | | | (378,793 | ) |
| Issuance of Common Stock | | | - | | | | - | | | | 940,000 | | | | 94 | | | | 803,849 | | | | (82,641 | ) | | | - | | | | 721,302 | |
| Net income/(loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (157,594 | ) | | | (157,594 | ) |
| Balance—December 31, 2021 | | | 19,970,000 | | | $ | 1,997 | | | | 970,000 | | | $ | 97 | | | $ | 833,846 | | | $ | (82,641 | ) | | $ | (568,384 | ) | | $ | 184,915 | |
See accompanying notes to the financial statements.
4Biddenknowledge Inc.
Statements of Cash Flows
| For Fiscal Year Ended December 31, | | 2021 | | | 2020 | |
| (USD $ in Dollars) | | | | | | |
| CASH FLOW FROM OPERATING ACTIVITIES | | | | | | | | |
| Net income/(loss) | | $ | (157,594 | ) | | $ | (373,996 | ) |
| Adjustments to reconcile net income to net cash provided/(used) by operating activities: | | | | | | | | |
| Depreciation | | | 51,942 | | | | 36,359 | |
| | | | | | | | | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Inventories | | | (183,537 | ) | | | (11,276 | ) |
| Credit card debt | | | 98,797 | | | | 4,285 | |
| Accrued taxes | | | - | | | | 312,330 | |
| Net cash provided/(used) by operating activities | | | (190,392 | ) | | | (32,298 | ) |
| | | | | | | | | |
| CASH FLOW FROM INVESTING ACTIVITIES | | | | | | | | |
| Right of use assets | | | (322,515 | ) | | | - | |
| Purchases of property and equipment | | | (189,214 | ) | | | (4,393 | ) |
| Net cash provided/(used) in investing activities | | | (511,729 | ) | | | (4,393 | ) |
| | | | | | | | | |
| | | | | | | | | |
| CASH FLOW FROM FINANCING ACTIVITIES | | | | | | | | |
| Issuance of Common Stock Class B | | | 94 | | | | 3 | |
| Additional paid in capital | | | 803,849 | | | | 29,997 | |
| Equity issuance costs | | | (82,641 | ) | | | - | |
| Borrowings, net of payments | | | 387,447 | | | | 38,324 | |
| Net cash provided/(used) by financing activities | | | 1,108,749 | | | | 68,324 | |
| | | | | | | | | |
| Change in cash | | | 406,628 | | | | 31,633 | |
| Cash—beginning of year | | | 59,928 | | | | 28,295 | |
| Cash—end of year | | $ | 466,556 | | | $ | 59,928 | |
| | | | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | | | | | | |
| Cash paid during the year for interest | | $ | 79,185 | | | $ | 42,107 | |
| Cash paid during the year for income taxes | | $ | - | | | $ | - | |
| | | | | | | | | |
| OTHER NONCASH INVESTING AND FINANCING ACTIVITIES AND SUPPLEMENTAL DISCLOSURES | | | | | | | | |
| Purchase of property and equipment not yet paid for | | $ | 199,817 | | | $ | 56,117 | |
| Issuance of equity in return for note | | $ | - | | | $ | - | |
| Issuance of equity in return for accrued payroll and other liabilities | | $ | 5,000 | | | $ | - | |
See accompanying notes to the financial statements.
4Biddenknowledge Inc.
Statements of Cash Flows
4Biddenknowledge, Inc. was formed on January 31, 2017, in the state of Florida. The financial statements of 4Biddenknowledge, Inc. (which may be referred to as the “Company”, “we”, “us”, or “our”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s headquarters are located in Coral Springs, Florida.
4Biddenknowledge TV offers a diversely hosted TV platform with hundreds of TV hosts from all around the world. Our TV shows cover topics in ancient civilizations, esoteric wisdom, metaphysics, quantum physics, spirituality, and inspiration. 4Biddenknowledge TV provides educational programming combined with conscious entertainment. We have also developed our own social media platform around the streaming content. 4Biddenknowledge TV provides 75% exclusive content and 25% licensed content. This method is building a very loyal, highly engaged subscriber base.
| 2. | summary of SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted the calendar year as its basis of reporting.
In the opinion of management, the accompanying financial statements include all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the years ended December 31, 2021, and 2020. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing, and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of Estimates
The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash in banks. The Company’s cash is deposited in demand accounts at financial institutions that management believes are creditworthy. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of December 31, 2021, and December 31, 2020, the Company’s cash and cash equivalents did not exceeded FDIC insured limits.
Accounts Receivable and Allowance for Doubtful Accounts
The Company typically collects payment before the product is delivered. This applies to both shipped goods and internet content.
4Biddenknowledge Inc.
Statements of Cash Flows
Accounts receivable are recorded at net realizable value or the amount that the Company expects to collect on gross customer trade receivables. We estimate losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. As of December 31, 2021, and 2020, the Company determined that no reserve was necessary.
Inventories
Inventories are valued at the lower of cost and net realizable value. Costs related to books and other products are determined using an average method.
Income Taxes
4Biddenknowledge Inc. is a C corporation for income tax purposes. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company records interest, net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense. The Company records tax positions taken or expected to be taken in a tax return based upon the amount that is more likely than not to be realized or paid, including in connection with the resolution of any related appeals or other legal processes. Accordingly, the Company recognizes liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority. The Company recognizes interest and/or penalties related to unrecognized tax benefits as a component of income tax expense.
Concentration of Credit Risk
The Company maintains its cash with a major financial institution located in the United States of America which it believes to be creditworthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.
Revenue Recognition
ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
1) Identify the contract with a customer
2) Identify the performance obligations in the contract
3) Determine the transaction price
4) Allocate the transaction price to performance obligations in the contract; and
5) Recognize revenue as the performance obligation is satisfied.
4Biddenknowledge Inc.
Statements of Cash Flows
The Company earns revenue from the sale of its content to around 12,000 active subscribers, as well as book and product sales.
Cost of revenues
Costs of revenues include the costs associated with production and distribution of events, online streaming/TV content, as well as the costs associated books and other product sales and delivery.
Fair Value of Financial Instruments
The carrying value of the Company’s financial instruments included in current assets and current liabilities, such as cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate fair value due to the short-term nature of such instruments.
The inputs used to measure fair value are based on a hierarchy that prioritizes observable and unobservable inputs used in valuation techniques. These levels, in order of highest to lowest priority, are described below:
Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2—Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3—Unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
Subsequent Events
The Company considers events or transactions that occur after the balance sheet date, but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through August 15, 2022, which is the date the financial statements were issued.
Recently Issued and Adopted Accounting Pronouncements
In February 2019, FASB issued ASU No. 2019-02, leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than twelve months. ASU 2019-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, and early application is permitted. The standard implementation did not have a material impact.
In June 2019, FASB amended ASU No. 2019-07, Compensation – Stock Compensation, to expand the scope of Topic 718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. The standard implementation did not have a material impact.
In August 2019, amendments to existing accounting guidance were issued through Accounting Standards Update 2019-15 to clarify the accounting for implementation costs for cloud computing arrangements. The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to implementation costs incurred in a hosting arrangement that is a service contract. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, and early application is permitted. The standard implementation did not have a material impact.
4Biddenknowledge Inc.
Statements of Cash Flows
The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.
The company has restated its previously reported financial statements as of and for the year ended December 31, 2020, and related disclosures. The restatement of the company’s financial statements is subsequent to an independent audit of the years 2020, and 2019 and a review of the year 2018 financial statements. During the audit of the fiscal years 2021 and 2020 financial statements, discrepancies were identified in the financials provided by the company when compared to the audited financial statements as of and for the year ended December 31, 2020, and 2019, and the reviewed financial statements as of December 31, 2018. It was noted that the company’s management restated the prior years’ financial statements because fixed assets, notes, loans payable, and accrued taxes were identified as not reported in the respective financial statements. The effects of the restatement, including the correction of all errors identified by Company’s management, are reflected in the Company’s financial statements and accompanying notes included herein.
The following table summarizes the cumulative impact and changes made to the financial statements as of and for the year ended December 31, 2020:
| | | Original | | | Adjustment | | | Restated | |
| | | | | | | | | | |
| Net loss | | | (73,232 | ) | | | (300,765 | ) | | | (373,997 | ) |
| Operating cash flows | | | 1,629 | | | | (33,927 | ) | | | (32,298 | ) |
| Total assets | | | 548,477 | | | | (331,286 | ) | | | 217,191 | |
| Total liabilities | | | 151,807 | | | | 444,177 | | | | 595,984 | |
| Retained earnings/(Accumulated deficit) | | | 364,673 | | | | (775,464 | ) | | | (410,791 | ) |
| Total member's equity | | | 396,670 | | | | (775,464 | ) | | | (378,794 | ) |
Inventory consists of the following items:
| As of December 31, | | 2021 | | | 2020 | |
| Finished goods | | $ | 206,813 | | | $ | 23,276 | |
| Total inventories | | $ | 206,816 | | | $ | 23,276 | |
| 5. | Property, equipment, and Right-of-Use assets |
Property and equipment consist of the following:
4Biddenknowledge Inc.
Statements of Cash Flows
| As of December 31, | | 2021 | | | 2020 | |
| Vehicles | | $ | 366,673 | | | $ | 221,854 | |
| Furniture and fixtures | | | 32,580 | | | | - | |
| Accumulated depreciation | | | (127,994 | ) | | | (87,867 | ) |
| Fixed assets, net | | $ | 271,259 | | | $ | 133,987 | |
For the years ended December 31, 2021, and 2020, depreciation expense was $51,942 and $36,359, respectively.
Right-of-use assets consist of the following:
| As of December 31, | | 2021 | | | 2020 | |
| Right-of-use asset - acquisition cost | | $ | 339,131 | | | $ | - | |
| Accumulated lease amortization | | | (16,616 | ) | | | - | |
| Right-of-use assets, net | | $ | 322,515 | | | $ | - | |
For the years ended December 31, 2021, and 2020, amortization of right-to-use assets was $23,686 and $0, respectively.
| 6. | CAPITALIZATION and equity transactions |
Common Stock
The Company is authorized to issue 19,970,000 shares of Common Shares class A and 980,030,000 of Class B with a par value of $0.0001. As of December 31, 2021, and 2020, 19,970,000 shares of Class A were issued and outstanding. As of December 31, 2021, and 2020, 963,288 shares and 30,000 shares of Class B were issued and are outstanding, respectively. Class A shares have voting rights, Class B shares do not.
4Biddenknowledge Inc.
Statements of Cash Flows
The provision for income taxes for the year ended December 31, 2021, and December 31, 2020, consists of the following:
| As of Year Ended December 31, | | 2021 | | | 2020 | |
| Current income tax expenses/(benefit) | | | (42,550 | ) | | | 312,330 | |
| Deferred tax, net of valuation allowance | | | 42,550 | | | | - | |
| Net Provision for income tax | | | - | | | | 312,330 | |
Significant components of the Company’s deferred tax assets and liabilities at December 31, 2021, and December 31, 2020 are as follows:
| As of Year Ended December 31, | | 2021 | | | 2020 | |
| Accrued tax liability | | | 387,279 | | | | 387,279 | |
| Deferred Tax asset | | | (42,550 | ) | | | - | |
| Valuation Allowance | | | 42,550 | | | | - | |
| Total Deferred Tax Liability | | | 387,279 | | | | 387,279 | |
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, the Company has determined that it is more likely than not that the Company will not recognize the benefits of the federal and state net deferred tax assets, and, as a result, full valuation allowance has been set against its net deferred tax assets as of December 31, 2021, and December 31, 2020. The amount of the deferred tax asset to be realized could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased.
The Company recognizes the impact of a tax position in the financial statements if that position is more likely than not to be sustained on a tax return upon examination by the relevant taxing authority, based on the technical merits of the position. As of December 31, 2021, and December 31, 2020, the Company had no unrecognized tax benefits.
The Company recognizes interest and penalties related to income tax matters in income tax expense. As of December 31, 2021, and December 31, 2020, the Company had no accrued interest and penalties related to uncertain tax positions.
| 8. | Commitments and Contingencies |
Operating Leases
The Company entered into various operating leases for facilities on a month-to-month basis for coworking space. Rent expenses were in the amount of $82,611 and $300,160 for the years ended December 31, 2021, and December 31, 2020, respectively.
The Company accounts for leases under ASC 842 – Leases and has entered into several equipment leasing arrangements that qualify as finance leases under ASC 842. The Company accounts for these leases by initially recording, as a Right-of-Use asset and lease obligation, the present value of the future outflows at the Company’s incremental borrowing rate. Subsequently, lease expense is recognized over the length of the lease using the straight-line method and interest and principal reduction are recorded over the life of the lease using the Effective Interest Method.
4Biddenknowledge Inc.
Statements of Cash Flows
Contingencies
The Company’s operations are subject to a variety of local and state regulation. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations.
Litigation and Claims
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of December 31, 2021, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.
The Company has evaluated subsequent events for the period from December 31, 2021, through August 15, 2022, which is the date the financial statements were available to be issued.
The Company issued an additional 771,464 shares of Class B Common Stock for cash.
The Company sold equipment for $88,000 in cash.
The Company acquired an additional vehicle on a finance lease which requires us to pay $6,860 per month for sixty months.
There have been no other events or transactions during this time which would have a material effect on these financial statements.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net operating loss of $157,594, and liquid assets in cash of $466,556 as of December 31, 2021. These factors normally raise doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.
Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing.
There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A/A and has duly caused this Offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, on May 26, 2023.
4BIDDENKNOWLEDGE, INC.
| By: | /s/ Billy Carson |
| | Billy Carson |
| | CEO |
| | May 26, 2023 |
This Offering statement has been signed by the following persons in the capacities and on the dates indicated.
| By: | /s/ Billy Carson |
| | Billy Carson |
| | Principal Executive Officer, Director |
| | May 26, 2023 |
| By: | /s/ Evan Spaulding |
| | Evan Spaulding |
| | Interim Principal Financial and Accounting Officer |
| | May 26, 2023 |
| By: | /s/ Travis Somerville |
| | Travis Somerville |
| | Interim COO |
| | May 26, 2023 |
ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES
The undersigned hereby authenticate, acknowledge, and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering.
| By: | /s/ Billy Carson |
| | Billy Carson |
| | CEO, Director |
| | May 26, 2023 |
PART III: EXHIBITS
Index to Exhibits
| | | | | Filed
Herewith
(*) | | Incorporated by
Reference |
| Exhibit No. | | Description | | | Filing Type | | Date Filed |
| 1.1 | | Amended Donald Capital LLC Placement Agreement dated March 24, 2022 | | * | | | | |
| 2.1 | | Articles of Incorporation, as amended | | | | 1-A | | 12/22/2022 |
| 2.2 | | Bylaws | | | | 1-A | | 12/22/2022 |
| 4.1 | | Form of Subscription Agreement | | * | | | | |
| 6.1 | | Karmic Payback Consulting Agreement date November 14, 2022 | | | | 1-A | | 12/22/2022 |
| 11.1 | | Auditor’s Consent | | * | | | | |
| 12.1 | | Legal Opinion and Consent | | * | | | | |
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