KwikClick (KWIK) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Details
Registrant CIK	0001884164
Fiscal Year End	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	000-56349
Entity Registrant Name	KwikClick, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4463033
Entity Address, Address Line One	585 West 500 South
Entity Address, Address Line Two	Suite 130
Entity Address, City or Town	Bountiful
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84010
City Area Code	801
Local Phone Number	243-4840
Phone Fax Number Description	Registrant’s telephone number, including area code:
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		115,912,605
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash and Equivalents	$ 339,807	$ 609,862
Accounts Receivable	51,806	0
Total Current Assets	391,613	609,862
Fixed Assets
Office Equipment	12,020	4,483
Less Depreciation	(2,148)	(1,848)
Net Fixed Assets	9,872	2,635
Intangible Assets
Patents	634,317	634,317
Less Amortization	(28,660)	(20,810)
Net Intangible Assets	605,657	613,507
Right-of-Use Asset	164,633	0
TOTAL ASSETS	1,171,775	1,226,004
Current Liabilities
Accounts Payable	539,051	572,808
Shareholder Loans	534,489	34,489
Accrued Liabilities - Related Party	604,632	333,333
Accrued Liabilities	15,097	11,513
Stock Issuance Liability	1,056,042	1,086,042
Taxes Payable	616	213
Lease Obligation - Current	58,051	0
Total Current Liabilities	2,807,978	2,038,398
Lease Obligation	99,043	0
Total Liabilities	2,907,021	2,038,398
Stockholders' Deficit
Preferred shares	0	0
Common shares	11,591	11,591
Additional paid-in-capital	1,728,675	1,728,675
Accumulated deficit	(3,475,512)	(2,552,660)
Total Stockholders' Deficit	(1,735,246)	(812,394)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$ 1,171,775	$ 1,226,004

Consolidated Balance Sheets - P

Consolidated Balance Sheets - Parenthetical - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Details
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	115,912,605	115,912,605
Common Stock, Shares, Outstanding	115,912,605	115,912,605

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2020
Details
Revenue - Sales of Product	$ 103,911	$ 0
Revenue - Related Party	150,000	0
Total Revenue	253,911	0
Cost of Goods Sold
Product	38,288	0
Kwik Points	7,935	0
Shipping	895	0
Total Cost of Goods Sold	47,118	0
Gross Profit	206,793	0
Operating Expenses
General and Administrative	59,435	22,036
Amortization	7,850	2,627
Depreciation	300	0
Legal and Professional	76,215	20,000
Marketing	65,329	21,780
Office Supplies	9,553	4,551
Outside Services	656,261	174,610
Payroll Expense	242,262	0
Rent	12,440	0
Total Operating Expenses	1,129,645	245,604
Operating Loss	(922,852)	(245,604)
Net Loss	$ (922,852)	$ (245,604)
Basic and Diluted Loss per Common Share	$ (0.01)	$ 0
Basic and Diluted Weighted Average Common Shares Outstanding	115,912,605	109,692,605

Consolidated Statement of Share

Consolidated Statement of Shareholders' Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020	$ 10	$ 10,969	$ 1,086,529	$ (182,609)	$ 914,899
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	100,000	109,692,605
Net Loss	$ 0	$ 0	0	(245,604)	(245,604)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2021	$ 10	$ 10,969	1,086,529	(428,213)	669,295
Shares, Outstanding, Ending Balance at Mar. 31, 2021	100,000	109,692,605
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021		$ 11,591	1,728,675	(2,552,660)	(812,394)
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	0	115,912,605
Net Loss	$ 0	$ 0	0	(922,852)	(922,852)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2022		$ 11,591	$ 1,728,675	$ (3,475,512)	$ (1,735,246)
Shares, Outstanding, Ending Balance at Mar. 31, 2022	0	115,912,605

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2020
OPERATING ACTIVITIES
Net Loss	$ (922,852)	$ (245,604)
Adjustments to reconcile net loss to net cash used in operations
Amortization	7,850	2,627
Depreciation	300	0
Change in operating assets and liabilities
Accounts Receivable	(51,806)	0
Increase (Decrease) in Accounts Payable	(33,757)	0
Increase (Decrease) in Due to Other Related Parties	271,299	0
Accrued Liabilities	3,584	0
Increase (Decrease) in Accrued Taxes Payable	403	0
Net Cash Provided by (Used in) Operating Activities, Continuing Operations	(724,979)	(242,977)
Net Cash Provided by (Used in) Investing Activities
Purchase of Equipment	(7,537)	0
Purchase of Patents	0	(80,000)
Net Cash Provided by (Used in) Investing Activities	(7,537)	(80,000)
Net Cash Provided by (Used in) Financing Activities
Proceeds from shareholder loans	500,000	0
Lease Deposits	(7,539)
Repayment of stock issuance liability	(30,000)	0
Proceeds from stock issuance liability	0	4,000
Net Cash Provided by (Used in) Financing Activities	462,461	4,000
Net cash decrease for period	(270,055)	(318,977)
Cash at the beginning of period	609,862	772,457
Cash at the end of period	339,807	453,480
Supplemental Cash Flow Information
Cash Paid for Interest	0	0
Cash Paid for Income Taxes	0	0
Schedule of Non-Cash Investing and Financing Activities
Present value of lease liability	$ 157,094	$ 0

NOTE 1. BUSINESS

NOTE 1. BUSINESS	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 1. BUSINESS	NOTE 1. BUSINESS KwikClick, Inc., (the Company) was organized pursuant to the laws of the State of Delaware on November 16, 1993 under the name of CSL Lighting Manufacturing, Inc. On February 5, 2001, the Company amended its Certificate of Incorporation with the Delaware Secretary of State to change its name to “TBDOne, Inc.” On November 14, 2012, the Company amended its Certificate of Incorporation with the Delaware Secretary of State to change its name to “Fortecx, Inc.” to reflect the Company’s business of working with and acquiring and developing software platforms in the foreign exchange trading industry. In 2020, the Company’s focus turned to its current KwikClick business. The Company commenced revenue generation in September 2021 in connection with its software license with NewAge. Despite the license agreement being the source of the Company’s initial revenue related to its recent business pivot, revenues are anticipated to be primarily sourced from the Company taking a portion of revenue generated through the KwikClick platform. The platform is designed to allow sellers to make products or services available on the KwikClick platform and offer a self-determined discount on good(s) or service(s) or entire order(s) in exchange for exposure and substantially increased sales volume from KwikClick participants. This discount provided by third-party sellers of products is divided among the purchaser (0-10%), KwikClick (15-25%) and the balance is paid in the form of commissions to other participants on social media who introduce the product to contacts, friends, followers etc. that result in additional purchases. On September 2, 2021 the Company entered into a Software Licensing and Exclusivity Agreement ("SL Agreement") with NewAge, Inc, a Delaware corporation ("NewAge"). NewAge is a seller of products through so-called "network marketing" or "direct selling". NewAge is a related party, as Fred Cooper (our CEO and majority shareholder) is a shareholder in NewAge and has significant influence. The SL Agreement grants NewAge exclusive rights to use the Company's software in the direct selling industry. The SL Agreement requires that NewAge pay a monthly $50,000 base license fee. In addition to the license fee, NewAge is required to pay commissions generally ranging from 3.0% to 4.0% of net sales of product using the KwikClick platform. NewAge was unable to meet the minimum revenues set out in the SL Agreement necessary to maintain exclusivity. However, we are discussing amending the SL Agreement to extend the exclusivity period for NewAge.

NOTE 2. SUMMARY OF SIGNIFICANT

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three and nine-month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. These consolidated financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. The Company's fiscal year end is December 31. Principles of Consolidation The accompanying consolidated0 financial statements include the accounts of the Company and its wholly-owned subsidiary KwikClick LLC. Intercompany transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents Cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased. Loss Per Share For the Three For the Three Months Ended Months Ended March 31, March 31, 2022 2021 Net Loss $ (922,852) $ (245,604) Basic and Diluted Loss per Common Share $ (0.01) $ (0.00) Basic and Diluted Weighted Average Common Shares Shares Outstanding 115,912,605 109,692,605 Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding for the periods presented. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The Company did not have any potential common shares during the three months ended March 31, 2022 and the dilutive effect of potential common shares related to convertible preferred stock during the three months ended 2021 is not reflected in diluted earnings per share because the Company incurred a net loss and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive. KWIKCLICK, INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended March 31, 2022 and 2021 (Unaudited) NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued Property and Equipment Property and equipment is recorded at cost. Expenditures for major betterments and additions are charges to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. Property and Equipment as of March 31, 2022 and December 31, 2021 were as follows: March 31, December 31, 2022 2021 Office Equipment $ 12,020 $ 4,483 Less Depreciation (2,148) (1,848) $ 9,872 $ 2,635 Intangible Assets Patents are recorded at cost. Expenditures for securing the patents are charges to the asset account. Intangible Assets as of March 31, 2022 and December 31, 2021 were as follows: March 31, December 31, 2022 2021 Patents $ 634,317 $ 634,317 Less Amortization (28,660) (20,810) $ 605,657 $ 613,507 Depreciation and Amortization Depreciation of property and equipment is computed by the straight-line method using various rates based generally on the useful lives of the assets, which range from five to seven years. During the three months ended March 31, 2022 and 2021, the Company recorded depreciation expense of $300 and $0, respectively. Amortization of Patents is computed by the straight-line method over the useful lives of the patents, which are twenty years. During the three months ended March 31, 2022 and 2021, the Company recorded amortization expense of $7,850 and $2,627, respectively. KWIKCLICK, INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended March 31, 2022 and 2021 (Unaudited) NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers · · · · · In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and the company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The Company has two main revenue sources: sales of products on the KWIKClick app and license revenue. The KWIKClick app help stores market their products through affiliate marketing. Stores list their product on the KWIKClick app and give a discount off of their regular retail price to pay the affiliates that share the product with friends or family. Sales of products on the KWIKClick app are recognized at the time the goods leave the shipper. Generally, a principal provides goods or services directly to the end customer, while an agent arranges for another party to provide its goods or services to the end customer. The Company is considered a principal because the Company assumes all risk of loss and is responsible for the sale and any refunds. The license revenue is an agreement with NewAge Inc (SL Agreement) giving exclusive rights to the Company’s software. The SL Agreement requires that NewAge pay a monthly $50,000 base license fee. In addition to the license fee, NewAge is required to pay commissions generally ranging from 3.0% to 4.0% of net sales of product using the KwikClick platform. NewAge was unable to meet the minimum revenues set out in the SL Agreement necessary to maintain exclusivity. However, we are discussing amending the SL Agreement to extend the exclusivity period for NewAge. Shipping and handling costs are recognized as revenue and recorded at gross when incurred. Stock Based Compensation The Company recognizes stock-based compensation under ASC 718, Compensation – Stock Compensation. KWIKCLICK, INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended March 31, 2022 and 2021 (Unaudited) NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued Fair Value of Financial Investments The fair value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities – related party, taxes payable, and shareholder loans payable approximates the carrying amount of these financial instruments due to their short-term maturity. Advertising The Company will expense advertising as incurred. Advertising expense was $65,329 and $21,780 for the three months ended March 31, 2022 and 2021, respectively. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Recent Authoritative Accounting Pronouncements The Company has reviewed all recently-issued pronouncements, and has determined them to have no current applicability to the Company, or their effect on the financial statements is not significant. Concentration of Credit Risk The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company's cash balance at March 31, 2022 was $89,807 in excess of the FDIC Limit. The Company's cash balance at December 31,2021 was in excess of the FDIC Limit by $359,862.

NOTE 3. GOING CONCERN

NOTE 3. GOING CONCERN	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 3. GOING CONCERN	NOTE 3. GOING CONCERN As reflected in the accompanying unaudited consolidated financial statements, the Company has a net loss of $922,852 for the three months ended March 31, 2022. If the Company does not begin to generate sufficient revenue or raise additional funds through financing, the Company may need to incur additional liabilities with certain related parties to sustain the Company's existence. There are currently no plans or agreements in place to provide such funding. The Company will require additional funding to finance the growth of its future operations as well as to achieve its strategic objectives. As a result of the Covid-19 crisis, the Company may experience difficulties in raising these funds due to economic impacts on funding sources. This raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4. STOCKHOLDERS' EQUITY

NOTE 4. STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 4. STOCKHOLDERS' EQUITY	NOTE 4. STOCKHOLDERS' EQUITY Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock, $0.0001 par value, of which 100,000 have been designated as Series B Super Voting Convertible Preferred Stock. The Company's Series B Super Voting Convertible Preferred Stock, par value $0.0001, has voting rights equal to 1,500 common stock votes for each share of Series B Super Voting Convertible Preferred Stock held. The holders of shares of Preferred Stock are entitled to vote on all matters on which the Common Stock is entitled to vote, unless otherwise required by applicable law and except in cases where the rights and privileges of the holders of Common Stock may be altered or diminished. The holders of Preferred Stock are entitled to notice of any stockholders meeting in accordance with the Bylaws of the Company. The Series B Super Voting Convertible Preferred Stock shares are not entitled to dividends or liquidation preferences. As of December 31, 2020, the 100,000 shares of Series B Super Voting Convertible Preferred Stock issued and outstanding were owned by Fred Cooper, our CEO. On or about September 21, 2021, Mr. Cooper tendered the 100,000 Shares for cancellation, resulting in no shares of Series B Super Voting Convertible Preferred Stock outstanding at March 31, 2022 or December 31, 2021. Common Stock and Stock Issuance Liability The Company received $1,086,042 in cash for stock that was never issued in 2021. $30,000 was repaid in 2022. There are 250,000,000 Common Shares authorized with 115,912,605 shares issued and outstanding as of March 31, 2022 and December 31, 2021. Stock Options The Company agreed on October 14, 2021 to issue stock options to purchase 100,000 shares of KwikClick common shares to four individuals. The Company’s Board of Directors Daniel Shaw, Jeff Roberts, and David Hunt and the Company’s Attorney Rodney Wilkinson at an exercise price of $1.00 per share. The stock options expire three years from issuance and had a grant date fair value of $302,758. The fair market value of stock options is estimated using the Black-Scholes-Merton valuation model and the Company used the following assumptions to determine the grant date fair value: 2021 Expected term (in years) 3 Expected stock price volatility 250% Risk-free interest rate 3.71% Expected dividend yield 0 The following table summarizes all stock option activity: Number of Options Weighted Outstanding at December 31, 2021 400,000 $ 1.00 Granted - - Exercised - - Forfeited - - Outstanding at March 31, 2022 400,000 $ 1.00

NOTE 5. RELATED PARTY TRANSACTI

NOTE 5. RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 5. RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Shareholder Loans Payable During the three months ended March 31, 2022 and 2021, Fred Cooper, our majority shareholder and CEO, loaned the Company $500,000 and $0, respectively, to fund operations. During the same periods, the Company repaid $0 and $0, respectively. The loans are non-interest bearing and due on demand. As of March 31, 2022 and December 31, 2021, $534,489 and $34,489, respectively, was owed on these loans. Fred W. Cooper, our CEO, Chairman of our board of directors and our majority stockholder with voting control over our company, is a director and stockholder at NewAge. Mr. Cooper also was CEO and controlling stockholder of Ariix, Inc., which NewAge acquired in 2020. Mr. Cooper has significant connections at, and is able to have significant influence over, NewAge. The SL Agreement described in Note 1 is, at minimum in large part, a result of Mr. Cooper’s connection and influence at NewAge. Accrued Liabilities – Related Party Matt Williams, President of the Company, is being compensated solely with common stock and per his employment agreement is to receive 83,333 shares of common stock per month. The Company did not issue Mr. Williams 83,333 shares of common stock for the months of January, February and March. The Company sold stock for $1/share in September 2021 and determined to use the sale price of the stock as the fair market value of the stock owed to Mr. Williams. During the three months ended March 31, 2022, Mr. William’s compensation was entered as an expense on the Statement of Operations in the amount of $249,999 and recorded as Accrued Liabilities – Related Party on the balance sheet. As of March 31, 2022 and December 31, 2021, the balance owed to Mr. William’s was $583,382 and $333,333, respectively. Steve Bouck, VP of Finance of the Company, earned 17,300 shares of common stock during the three months ended March 31, 2022. The shares of common stock were not issued and as of March 31, 2022 and December 31, 2021, the balance owed to Mr. Bouck was $17,300 and $0 respectively. Bryan Boam, Internet Security of the Company, earned 4,000 shares of common stock during the three months ended March 31, 2022. The shares of common stock were not issued and as of March 31, 2022 and December 31, 2021, the balance owed to Mr. Boam was $4,000 and $0 respectively. Revenue – Related Party and Accounts Receivable – Related Party The Company recognized $150,000 in revenue in the three months ended March 31 2022 from the SL Agreement with NewAge.

NOTE 6 - LEASES

NOTE 6 - LEASES	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 6 - LEASES	NOTE 6. LEASES The Company accounts for its leases under ASC 842 Leases. For leases with a term exceeding 12 months, a lease liability is recorded on the Company's consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligation over the lease term. A corresponding right-of-use ("ROU") asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. For the Company's operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the Company's consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception were insignificant. Variable lease costs are recognized as incurred. During the three months ended March 31, 2022 the Company had a lease obligation for its corporate office located in Bountiful. The term of the lease began on February 15, 2022 and ends on January 15, 2025. The amount of the lease is $4,992.17 per month during year 1, $5,141.93 per month during year 2 and $5,296.19 during year 3. Lease Expense 2022 Expensed $ 12,440 As the Company’s lease does not provide an implicit rate, the Company used an incremental borrowing rate in determining the present value of lease payments. The discount rate used in the computation was 8%. Balance Sheet Classification of Operating Lease Assets and Liabilities Asset Balance Sheet Line 2022 Operating Lease Right of Use Asset Right of Use Asset $ 157,094 Liability Balance Sheet Line 2022 Current Operating Lease Obligation Lease Obligation - Current $ 58,051 Long Term Lease Obligation Lease Obligation 99,043 The following table represents our future minimum operating lease payments in accordance with ASC 842 during the following periods: Year Ended December 31: 2022 (remaining 9 months) $ 44,930 2023 61,553 2024 63,400 2025 5,296 Total of undiscounted lease payments 175,179 Less imputed interest (18,085) Present value of lease liability $ 157,094

NOTE 7. SUBSEQUENT EVENTS

NOTE 7. SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 7. SUBSEQUENT EVENTS	NOTE 7. Subsequent Events Subsequent events were evaluated through the date the financial statements were issued and no subsequent events have happened that require disclosure.

NOTE 2. SUMMARY OF SIGNIFICAN_2

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three and nine-month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. These consolidated financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. The Company's fiscal year end is December 31.

NOTE 2. SUMMARY OF SIGNIFICAN_3

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Principles of Consolidation	Principles of Consolidation The accompanying consolidated0 financial statements include the accounts of the Company and its wholly-owned subsidiary KwikClick LLC. Intercompany transactions and balances have been eliminated in consolidation.

NOTE 2. SUMMARY OF SIGNIFICAN_4

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents Cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased. Loss Per Share For the Three For the Three Months Ended Months Ended March 31, March 31, 2022 2021 Net Loss $ (922,852) $ (245,604) Basic and Diluted Loss per Common Share $ (0.01) $ (0.00) Basic and Diluted Weighted Average Common Shares Shares Outstanding 115,912,605 109,692,605 Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding for the periods presented. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The Company did not have any potential common shares during the three months ended March 31, 2022 and the dilutive effect of potential common shares related to convertible preferred stock during the three months ended 2021 is not reflected in diluted earnings per share because the Company incurred a net loss and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive.

NOTE 2. SUMMARY OF SIGNIFICAN_5

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Property and Equipment	Property and Equipment Property and equipment is recorded at cost. Expenditures for major betterments and additions are charges to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. Property and Equipment as of March 31, 2022 and December 31, 2021 were as follows: March 31, December 31, 2022 2021 Office Equipment $ 12,020 $ 4,483 Less Depreciation (2,148) (1,848) $ 9,872 $ 2,635

NOTE 2. SUMMARY OF SIGNIFICAN_6

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Intangible Assets (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Intangible Assets	Intangible Assets Patents are recorded at cost. Expenditures for securing the patents are charges to the asset account. Intangible Assets as of March 31, 2022 and December 31, 2021 were as follows: March 31, December 31, 2022 2021 Patents $ 634,317 $ 634,317 Less Amortization (28,660) (20,810) $ 605,657 $ 613,507

NOTE 2. SUMMARY OF SIGNIFICAN_7

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Depreciation and Amortization (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Depreciation and Amortization	Depreciation and Amortization Depreciation of property and equipment is computed by the straight-line method using various rates based generally on the useful lives of the assets, which range from five to seven years. During the three months ended March 31, 2022 and 2021, the Company recorded depreciation expense of $300 and $0, respectively. Amortization of Patents is computed by the straight-line method over the useful lives of the patents, which are twenty years. During the three months ended March 31, 2022 and 2021, the Company recorded amortization expense of $7,850 and $2,627, respectively.

NOTE 2. SUMMARY OF SIGNIFICAN_8

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Revenue Recognition	Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers · · · · · In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and the company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The Company has two main revenue sources: sales of products on the KWIKClick app and license revenue. The KWIKClick app help stores market their products through affiliate marketing. Stores list their product on the KWIKClick app and give a discount off of their regular retail price to pay the affiliates that share the product with friends or family. Sales of products on the KWIKClick app are recognized at the time the goods leave the shipper. Generally, a principal provides goods or services directly to the end customer, while an agent arranges for another party to provide its goods or services to the end customer. The Company is considered a principal because the Company assumes all risk of loss and is responsible for the sale and any refunds. The license revenue is an agreement with NewAge Inc (SL Agreement) giving exclusive rights to the Company’s software. The SL Agreement requires that NewAge pay a monthly $50,000 base license fee. In addition to the license fee, NewAge is required to pay commissions generally ranging from 3.0% to 4.0% of net sales of product using the KwikClick platform. NewAge was unable to meet the minimum revenues set out in the SL Agreement necessary to maintain exclusivity. However, we are discussing amending the SL Agreement to extend the exclusivity period for NewAge. Shipping and handling costs are recognized as revenue and recorded at gross when incurred.

NOTE 2. SUMMARY OF SIGNIFICAN_9

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Stock Based Compensation	Stock Based Compensation The Company recognizes stock-based compensation under ASC 718, Compensation – Stock Compensation.

NOTE 2. SUMMARY OF SIGNIFICA_10

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Investments (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Fair Value of Financial Investments	Fair Value of Financial Investments The fair value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities – related party, taxes payable, and shareholder loans payable approximates the carrying amount of these financial instruments due to their short-term maturity.

NOTE 2. SUMMARY OF SIGNIFICA_11

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Advertising	Advertising The Company will expense advertising as incurred. Advertising expense was $65,329 and $21,780 for the three months ended March 31, 2022 and 2021, respectively.

NOTE 2. SUMMARY OF SIGNIFICA_12

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2. SUMMARY OF SIGNIFICA_13

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Authoritative Accounting Pronouncements (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Recent Authoritative Accounting Pronouncements	Recent Authoritative Accounting Pronouncements The Company has reviewed all recently-issued pronouncements, and has determined them to have no current applicability to the Company, or their effect on the financial statements is not significant.

NOTE 2. SUMMARY OF SIGNIFICA_14

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Concentration of Credit Risk	Concentration of Credit Risk The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company's cash balance at March 31, 2022 was $89,807 in excess of the FDIC Limit. The Company's cash balance at December 31,2021 was in excess of the FDIC Limit by $359,862.

NOTE 2. SUMMARY OF SIGNIFICA_15

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents: Schedule of Earnings Per Share, Basic and Diluted (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Schedule of Earnings Per Share, Basic and Diluted	Loss Per Share For the Three For the Three Months Ended Months Ended March 31, March 31, 2022 2021 Net Loss $ (922,852) $ (245,604) Basic and Diluted Loss per Common Share $ (0.01) $ (0.00) Basic and Diluted Weighted Average Common Shares Shares Outstanding 115,912,605 109,692,605

NOTE 2. SUMMARY OF SIGNIFICA_16

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment: Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Property and Equipment	March 31, December 31, 2022 2021 Office Equipment $ 12,020 $ 4,483 Less Depreciation (2,148) (1,848) $ 9,872 $ 2,635

NOTE 2. SUMMARY OF SIGNIFICA_17

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Intangible Assets: Schedule of Finite-Lived Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Schedule of Finite-Lived Intangible Assets	March 31, December 31, 2022 2021 Patents $ 634,317 $ 634,317 Less Amortization (28,660) (20,810) $ 605,657 $ 613,507

NOTE 4. STOCKHOLDERS' EQUITY_ S

NOTE 4. STOCKHOLDERS' EQUITY: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	2021 Expected term (in years) 3 Expected stock price volatility 250% Risk-free interest rate 3.71% Expected dividend yield 0

NOTE 4. STOCKHOLDERS' EQUITY__2

NOTE 4. STOCKHOLDERS' EQUITY: Schedule of Stock Option Activity (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Schedule of Stock Option Activity	The following table summarizes all stock option activity: Number of Options Weighted Outstanding at December 31, 2021 400,000 $ 1.00 Granted - - Exercised - - Forfeited - - Outstanding at March 31, 2022 400,000 $ 1.00

NOTE 6 - LEASES_ Operating Leas

NOTE 6 - LEASES: Operating Lease Textblock (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Operating Lease Textblock	Lease Expense 2022 Expensed $ 12,440 As the Company’s lease does not provide an implicit rate, the Company used an incremental borrowing rate in determining the present value of lease payments. The discount rate used in the computation was 8%. Balance Sheet Classification of Operating Lease Assets and Liabilities Asset Balance Sheet Line 2022 Operating Lease Right of Use Asset Right of Use Asset $ 157,094 Liability Balance Sheet Line 2022 Current Operating Lease Obligation Lease Obligation - Current $ 58,051 Long Term Lease Obligation Lease Obligation 99,043

NOTE 6 - LEASES_ Schedule of Ma

NOTE 6 - LEASES: Schedule of Maturities of Operating Lease Liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Schedule of Maturities of Operating Lease Liabilities	The following table represents our future minimum operating lease payments in accordance with ASC 842 during the following periods: Year Ended December 31: 2022 (remaining 9 months) $ 44,930 2023 61,553 2024 63,400 2025 5,296 Total of undiscounted lease payments 175,179 Less imputed interest (18,085) Present value of lease liability $ 157,094

NOTE 2. SUMMARY OF SIGNIFICA_18

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)	3 Months Ended		10 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020
Details
Net Loss	$ (922,852)	$ (245,604)	$ (245,604)
Basic and Diluted Loss per Common Share	$ (0.01)	$ 0	$ 0
Basic and Diluted Weighted Average Common Shares Outstanding	115,912,605	109,692,605	109,692,605

NOTE 2. SUMMARY OF SIGNIFICA_19

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment: Property and Equipment (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Details
Office Equipment	$ 12,020	$ 4,483
Less Depreciation	(2,148)	(1,848)
Net Fixed Assets	$ 9,872	$ 2,635

NOTE 2. SUMMARY OF SIGNIFICA_20

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Intangible Assets: Schedule of Finite-Lived Intangible Assets (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Details
Patents	$ 634,317	$ 634,317
Less Amortization	(28,660)	(20,810)
Net Intangible Assets	$ 605,657	$ 613,507

NOTE 2. SUMMARY OF SIGNIFICA_21

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Depreciation and Amortization (Details) - USD ($)	3 Months Ended		10 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020
Details
Depreciation	$ 300	$ 0	$ 0
Amortization	$ 7,850	$ 2,627	$ 2,627

NOTE 2. SUMMARY OF SIGNIFICA_22

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising (Details) - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2020
Details
Marketing	$ 65,329	$ 21,780

NOTE 2. SUMMARY OF SIGNIFICA_23

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Details
Cash, FDIC Insured Amount	$ 250,000
Cash Balance, at or Above FDIC Insurance Limit	$ 89,807	$ 359,862

NOTE 3. GOING CONCERN (Details)

NOTE 3. GOING CONCERN (Details) - USD ($)	3 Months Ended		10 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020
Details
Net Loss	$ 922,852	$ 245,604	$ 245,604

NOTE 4. STOCKHOLDERS' EQUITY (D

NOTE 4. STOCKHOLDERS' EQUITY (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	115,912,605	115,912,605
Common Stock, Shares, Outstanding	115,912,605	115,912,605
Stock option expense	$ 302,758
Preferred Stock
Cancellation of preferred shares, shares	100,000

NOTE 4. STOCKHOLDERS' EQUITY__3

NOTE 4. STOCKHOLDERS' EQUITY: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	3 Months Ended
	Mar. 31, 2022
Details
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	250.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	3.71%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%

NOTE 4. STOCKHOLDERS' EQUITY__4

NOTE 4. STOCKHOLDERS' EQUITY: Schedule of Stock Option Activity (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	400,000	400,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	0
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	0

NOTE 5. RELATED PARTY TRANSAC_2

NOTE 5. RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Shareholder Loans	$ 534,489		$ 34,489
Accrued Liabilities - Related Party	604,632		333,333
Revenue - Related Party	150,000	$ 0
Matt Williams
Accrued Liabilities - Related Party	583,382		333,333
Steve Bouck
Accrued Liabilities - Related Party	17,300		0
Bryan Boam
Accrued Liabilities - Related Party	$ 4,000		$ 0

NOTE 6 - LEASES (Details)

NOTE 6 - LEASES (Details)	3 Months Ended
	Mar. 31, 2022
Details
Lessor, Operating Lease, Description	the Company had a lease obligation for its corporate office located in Bountiful. The term of the lease began on February 15, 2022 and ends on January 15, 2025. The amount of the lease is $4,992.17 per month during year 1, $5,141.93 per month during year 2 and $5,296.19 during year 3

NOTE 6 - LEASES_ Operating Le_2

NOTE 6 - LEASES: Operating Lease Textblock (Details) - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Details
Rent	$ 12,440	$ 0
Present value of lease liability	157,094	$ 0
Lease Obligation - Current	58,051		$ 0
Lease Obligation	$ 99,043		$ 0

NOTE 6 - LEASES_ Schedule of _2

NOTE 6 - LEASES: Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2020
Details
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year	$ 44,930
Lessee, Operating Lease, Liability, to be Paid, Year Two	61,553
Lessee, Operating Lease, Liability, to be Paid, Year Three	63,400
Lessee, Operating Lease, Liability, to be Paid, Year Four	5,296
Lessee, Operating Lease, Liability, to be Paid	175,179
Less imputed interest	(18,085)
Present value of lease liability	$ 157,094	$ 0