KwikClick (KWIK) 10-Q 14 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 14, 2023
Details
Registrant CIK	0001884164
Fiscal Year End	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
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	385
Local Phone Number	301-2792
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		151,113,705
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 33,568	$ 30,583
Total current assets	33,568	30,583
Equipment, net	5,069	5,623
Intellectual property, net	1,438,751	1,066,780
Right of use asset	91,968	118,684
Total assets	1,569,356	1,221,670
Current liabilities
Accounts payable	823,263	546,807
Accrued liabilities	123,786	124,551
Lease obligation	55,852	54,295
Shareholder loans	779,739	0
Stock issuable	300,000	4,010
Total current liabilities	2,082,640	729,663
Long-term liabilities
Lease obligation, net of current portion	37,938	66,053
Total liabilities	2,120,578	795,716
Stockholders' equity (deficit)
Preferred shares	0	0
Common shares	15,072	14,945
Additional paid-in-capital	7,583,998	7,430,721
Subscription receivable	0	(520,261)
Accumulated deficit	(8,150,292)	(6,499,451)
Total stockholders' equity (deficit)	(551,222)	425,954
Total liabilities and stockholders' equity (deficit)	$ 1,569,356	$ 1,221,670

Consolidated Balance Sheets - P

Consolidated Balance Sheets - Parenthetical - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Consolidated Balance Sheets
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	400,000,000	400,000,000
Common Stock, Shares, Issued	150,713,705	149,442,605
Common Stock, Shares, Outstanding	150,713,705	149,442,605

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues
Brand Services	$ 51,478	$ 72,189	$ 136,795	$ 176,100
Software Licensing	0	150,000	0	300,000
Net revenue	51,478	222,189	136,795	476,100
Operating costs and expenses
Cost of Sales	40,523	32,912	70,682	80,030
Management and payroll	293,015	993,035	576,053	1,494,301
Research and development	265,727	272,040	462,895	669,297
General and administrative	232,859	274,200	664,898	505,322
Total operating costs and expenses	832,124	1,572,187	1,774,528	2,748,950
Other Nonoperating Income (Expense)
Interest expense	(12,824)	0	(13,108)	0
Loss before income taxes	(793,470)	(1,349,998)	(1,650,841)	(2,272,850)
Provision for (benefit from) income taxes	0	0	0	0
Net loss	$ (793,470)	$ (1,349,998)	$ (1,650,841)	$ (2,272,850)
Basic and diluted Loss per share	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average shares outstanding - basic and diluted	150,466,827	117,240,353	150,156,441	116,580,147

Consolidated Statement of Chang

Consolidated Statement of Changes in Shareholders' Equity (Deficit) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Subscription Receivable	Retained Earnings	Total
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		115,912,605
Net loss					(922,852)	(922,852)
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		115,912,605
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		115,912,605
Proceeds from subscription receivable						0
Net loss						(2,272,850)
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2022	$ 0	$ 11,797	4,222,867	$ 0	(4,825,510)	(590,846)
Shares, Outstanding, Ending Balance at Jun. 30, 2022		117,967,605
Equity, Attributable to Parent, Beginning Balance at Mar. 31, 2022		$ 11,591	1,728,675		(3,475,512)	(1,735,246)
Shares, Outstanding, Beginning Balance at Mar. 31, 2022		115,912,605
Issuance of common stock for services	0	$ 90	1,019,774	0	0	1,019,864
Issuance of common stock for services		891,666
Net loss	0	$ 0	0	0	(1,349,998)	(1,349,998)
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2022	0	$ 11,797	4,222,867	0	(4,825,510)	(590,846)
Shares, Outstanding, Ending Balance at Jun. 30, 2022		117,967,605
Issuance of common stock for settlement of stock issuable	0	$ 73	1,041,127	0	0	1,041,200
Issuance of common stock for settlement of stock issuable		730,000
Issuance of common stock for accrued compensation	0	$ 33	333,301	0	0	333,334
Issuance of common stock for accrued compensation		333,334
Issuance of common stock for intellectual property acquisition	0	$ 10	99,990	0	0	100,000
Issuance of common stock for intellectual property acquisition		100,000
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022	$ 0	$ 14,945	7,430,721	(520,261)	(6,499,451)	425,954
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	0	149,442,605
Capital contribution	$ 0	$ 0	4,010	0	0	4,010
Issuance of common stock for services	0	$ 60	59,940	0	0	60,000
Issuance of common stock for services		600,000
Proceeds from subscription receivable	0	$ 0	0	520,261	0	520,261
Net loss	0	0	0	0	(857,371)	(857,371)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2023	$ 0	$ 15,005	7,494,671	0	(7,356,822)	152,854
Shares, Outstanding, Ending Balance at Mar. 31, 2023	0	150,042,605
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022	$ 0	$ 14,945	7,430,721	(520,261)	(6,499,451)	425,954
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	0	149,442,605
Proceeds from subscription receivable						520,261
Net loss						(1,650,841)
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2023	$ 0	$ 15,072	7,583,998	0	(8,150,292)	(551,222)
Shares, Outstanding, Ending Balance at Jun. 30, 2023		150,713,705
Equity, Attributable to Parent, Beginning Balance at Mar. 31, 2023	$ 0	$ 15,005	7,494,671	0	(7,356,822)	152,854
Shares, Outstanding, Beginning Balance at Mar. 31, 2023	0	150,042,605
Issuance of common stock for services	$ 0	$ 67	62,633	0	0	62,700
Issuance of common stock for services		671,100
Net loss	0	$ 0	0	0	(793,470)	(793,470)
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2023	0	$ 15,072	7,583,998	0	(8,150,292)	(551,222)
Shares, Outstanding, Ending Balance at Jun. 30, 2023		150,713,705
Stock based compensation	$ 0	$ 0	$ 26,694	$ 0	$ 0	$ 26,694

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (1,650,841)	$ (2,272,850)
Depreciation and amortization	42,174	17,276
Stock based compensation	149,395	1,019,864
Loss on sale of equipment	0	560
Changes in operating assets and liabilities
Accounts receivable	0	(50,000)
Operating leases	158	757
Accrued liabilities	(765)	18,876
Increase (Decrease) in Accounts Payable	276,456	(59,378)
Net Cash Provided by (Used in) Operating Activities	(1,183,424)	(1,324,895)
Net Cash Provided by (Used in) Investing Activities
Purchase of intellectual property	(413,591)	(84,769)
Proceeds from sale of equipment	0	1,920
Purchases of equipment	0	(6,656)
Net Cash Provided by (Used in) Investing Activities	(413,591)	(89,505)
Net Cash Provided by (Used in) Financing Activities
Refund of stock payable	0	(30,000)
Proceeds from shareholders loans	779,739	850,000
Proceeds from common stock issuable	300,000	0
Proceeds from issuance of common stock	0	0
Proceeds from subscription receivable	520,261	0
Net Cash Provided by (Used in) Financing Activities	1,600,000	820,000
Net increase (decrease) in cash and cash equivalents	2,985	(594,400)
Cash and cash equivalents at beginning of period	30,583	609,862
Cash and cash equivalents at end of period	33,568	15,462
Cash paid for income taxes	0	0
Cash paid for interest	0	0
Non-Cash Supplemental Disclosures
Common stock issued for intellectual property	0	100,000
Common stock issued for stock issuable settlement	0	1,041,200
Common stock issued for accrued compensation	0	333,334
Recognition of right of use asset and lease obligations	0	157,097
Capital contribution for settlement of stock issuable	$ 4,010	$ 0

NOTE 1. BUSINESS

NOTE 1. BUSINESS	6 Months Ended
	Jun. 30, 2023
Notes
NOTE 1. BUSINESS	NOTE 1. BUSINESS KwikClick, Inc., (the “Company” or “Kwik”) was organized pursuant to the laws of the State of Delaware on November 16, 1993. Beginning in 2020, the Company commenced its Kwik business operations to allow sellers to make products or services available on the Kwik platform, at Kwik.com, offering a self-determined incentive budget on goods or services in exchange for exposure and substantially increased sales volume. Kwik is a social interaction, selling, and referral software platform.

NOTE 2. SUMMARY OF SIGNIFICANT

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
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, 2022. 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 six-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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Kwik 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. The Company did not have any cash equivalents as of June 30, 2023 or December 31, 2022. Loss Per Share The Company presents both basic and diluted earnings per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock or if-converted method as applicable. Due to the incurrence of net losses, the Company did not include outstanding instruments convertible into common stock that would be anti-dilutive. As of June 30, 2023, the Company had 2,423,983 outstanding unvested and vested unissued stock awards and 102,470 warrants exercisable into shares of common stock that were potentially dilutive. As of June 30, 2022, the Company had 400,000 fully vested stock options outstanding that were potentially dilutive and expired unexercised on October 17, 2022. Research and Development Research and development costs primarily consist of internal and external engineering staff wages, coding, and related on-going activities associated with upgrading and enhancing the Company’s internally developed software platform. Research and development costs that do not meet the criteria for capitalization, including those costs determined to be probable to not result in additional functionality, are expensed as incurred. For the six months ended June 30, 2023 and June 30, 2022 the Company did not capitalize any research and development costs. Revenue Recognition The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: · · · · · Revenue is measured based on the amount of consideration that the Company expects to receive, reduced by estimates for return allowances, promotional discounts, and rebates. Revenue excludes any amounts collected on behalf of third parties, including product costs for goods not owned and indirect taxes. A description of the Company’s revenue generating activities is as follows: Third-Party Seller Services (Brand Services Revenue) : The Company offers programs that provide sellers a software platform to sell their products. For some contracts the Company provides payment processing and order fulfillment facilitation. The Company is not the seller of record in these transactions. The Company generally determines stand-alone revenue based on a percentage of the prices charged by the seller to deliver products sold. The commissions and any related fulfillment, shipping, and transaction processing fees the Company earns from these arrangements are recognized when the services are rendered, which generally occurs upon delivery of the related products to a third-party carrier or to the product purchaser. The Company does not incur material costs in obtaining third party seller contracts. Software Licensing (Hosting Arrangement): The Company licenses the use of its internally developed software to third parties for a fixed fee over a specified term. Revenue under these arrangements is recognized ratably over the contract term. The Company currently does not have any licensing agreements. Applicable sales commissions paid in connection with contracts exceeding one year are capitalized and amortized over the contract term. During the six months ended June 30, 2023 and 2022, the Company did not incur material sales commissions. Return Allowances The fees earned by the Company are subject to returns under similar terms as set by the third-party services using the Company’s software platform. The Company does not assume responsibility for refund or replacement of product costs. Return allowances are estimated using historical experience. During the six months ended June 30, 2023 and 2022, the Company did not incur material returns. Reclassifications The Company reclassified certain general and administrative and management and payroll costs totaling approximately $272,040 and $669,297 to research and development in the consolidated statements of operations for the three and six months ended June 30, 2022 to conform to the current period presentation. These reclassifications did not have any impact on the previously reported financial position, results of operations, or cash flows.

NOTE 3. GOING CONCERN

NOTE 3. GOING CONCERN	6 Months Ended
	Jun. 30, 2023
Notes
NOTE 3. GOING CONCERN	NOTE 3. GOING CONCERN Since the commencement of the Kwik platform, the Company has accumulated a deficit of $8,150,292 and working capital deficit of $2,049,072 as of June 30, 2023. The Company will require additional funding to finance the growth of its future operations as well as to achieve its strategic objectives. 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	6 Months Ended
	Jun. 30, 2023
Notes
NOTE 4. STOCKHOLDERS' EQUITY	NOTE 4. STOCKHOLDERS' EQUITY The following provides a description of the common stock issuances during the six months ended June 30, 2023. During the six months ended June 30, 2023, 1,200,000 shares of common stock issued for services totaling $120,000 vested. On May 31, 2023, the Company issued 65,100 shares of common stock for previously vested but unissued awards as of December 31, 2022. The stock-based compensation related to these awards was recorded during the year ended December 31, 2022. On May 31, 2023, the Company issued 6,000 shares of fully vested common stock for services totaling $2,700. In January 2023, the Company received $300,000 for common stock issuable. Common Stock Compensation At the discretion of the compensation committee, the Company has granted common stock awards for various employees. The awards issued to date are earned and recognized over the requisite service period. The fair value of the award is estimated on the grant date. A summary of the stock-based compensation associated with common stock awards is as follows: Common Stock Weighted Outstanding at January 1, 2023 3,600,000 $ 0.10 Granted - - Forfeited or cancelled - – Vested (1,200,000 ) 0.10 Outstanding at June 30, 2023 2,400,000 0.10 During 2022, the Company granted 5,000,000 shares of common stock with an estimated grant date fair value of $500,000 for consulting services for a period of twenty-five months. The shares vest monthly on a straight-line basis. As of June 30, 2023, unrecognized compensation associated with the unvested portion of the award totaled $240,000 which the Company expects to recognize over the next fifteen months. For the six months ended June 30, 2023, and 2022 the Company recognized total stock-based compensation of $120,000 and $0, respectively associated with the vesting of this award. As of June 30, 2023, the Company has committed 2,528,453 shares of stock for the fulfillment of the unissued vested (23,983 shares); and unvested (2,400,000); and fully vested warrant (102,470) awards. Warrants During the quarter ended June 30, 2023 the Company issued 102,470 fully vested warrants to purchase shares of common stock at an exercise price of $0.01 per share for a term of two years. Included in the issuance of the warrants were 41,801 warrants that one of the grantees elected to receive in lieu of common stock not yet issued in accordance with the terms of a prior agreement. The Company had previously recognized stock-based compensation expense associated with the unissued common stock owed to the grantee of $104,502 during the year ended December 31, 2022. The grant date fair value of the warrants not previously recognized totaled $26,694 and the associated expense for the fully vested awards were recognized during the quarter ended June 30, 2023. The Company estimated the fair value of the warrants on the grant date using a Black-Scholes options pricing model using the quoted market price on the grant date; exercise price of $0.01 per share; expected volatility of approximately 80%; the expected term of two years; and the risk free interest rate of 0.2%. A summary of the common stock warrant activity is as follows: Warrants Weighted Weighted Outstanding at January 1, 2023 - $ - – Warrants granted 102,470 0.01 Exercised – – Forfeited, cancelled or expired - – Outstanding at June 30, 2023 102,470 $ 0.01 1.9 Exercisable at June 30, 2023 102,470 $ 0.01 1.9

NOTE 5. RELATED PARTY TRANSACTI

NOTE 5. RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Notes
NOTE 5. RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Shareholder Loans Payable During the six months ended June 30, 2023, Mr. Cooper funded the remainder of the Subscription Receivable of $520,261 in connection with a funding commitment totaling $2,000,000. Mr. Cooper also provided additional working capital advances of $779,739 to the Company during the six months ended June 30, 2023. The working capital advances bear interest at 10% per annum and are payable upon demand. During the three and six months ended June 30, 2023, we accrued $12,824 and $13,108 respectively, which are included in accounts payable in the accompanying consolidated balance sheets.

NOTE 6. COMMITMENTS AND CONTING

NOTE 6. COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Notes
NOTE 6. COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES On May 31, 2023, NAI Liquidation Trust, the successor in interest to the defunct NewAge, Inc. by and through its Liquidation Trustee, Steven Balasiano, filed an adversary proceeding against the Company in the Newage Chapter 11 bankruptcy case (Delaware Case #22-10819). The Company licensed some of its technology to NewAge pursuant to a license agreement that started in September 2021 and terminated in late 2022. A prior adversarial action was brought by NewAge in the same bankruptcy case but was never served and was dismissed on June 1, 2023. Like the prior dismissed action, NAI Liquidation Trust contends that they are the rightful owner of KwikClick’s intellectual property. NAI Liquidation Trust brings several causes of action related to that contention. The Company believes that the code base and functionality of its software platform differs materially from any intellectual property owned by NewAge. The Company intends to vigorously defend and assert its intellectual property rights. In the event the Company does not prevail it may be required to impair substantially all of its intangible assets with a carrying value of approximately $1.4 million at June 30, 2023 and may be forced to discontinue its on-going fee-based sales platform. The litigation is in its early stages, an estimate of reasonably possible loss cannot be made at this time. As such, there has been no further adjustment to the accompanying consolidated statements of financial position, results of operations, or cash flows as of and for the three months ended June 30, 2023.

NOTE 7. SUBSEQUENT EVENTS

NOTE 7. SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Notes
NOTE 7. SUBSEQUENT EVENTS	NOTE 7. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the consolidated financial statements were issued and has determined that there are no material events that need to be disclosed, except as follows: Subsequent to June 30, 2023, Mr. Cooper provided additional working capital advances totaling $215,000 to the Company. The balance of working capital advances through August 14, 2023 totaled $994,739. These advances bear interest of 10% per annum and are due on demand. Mr. Cooper has informally agreed to defer repayment of these loans until the Company has achieved a more stable liquidity position, however, he is not legally obligated to continue to do so.

NOTE 2. SUMMARY OF SIGNIFICAN_2

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2023
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, 2022. 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 six-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.

NOTE 2. SUMMARY OF SIGNIFICAN_3

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)	6 Months Ended
	Jun. 30, 2023
Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2. SUMMARY OF SIGNIFICAN_4

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation (Policies)	6 Months Ended
	Jun. 30, 2023
Policies
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Kwik LLC. Intercompany transactions and balances have been eliminated in consolidation.

NOTE 2. SUMMARY OF SIGNIFICAN_5

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)	6 Months Ended
	Jun. 30, 2023
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. The Company did not have any cash equivalents as of June 30, 2023 or December 31, 2022.

NOTE 2. SUMMARY OF SIGNIFICAN_6

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Loss Per Share (Policies)	6 Months Ended
	Jun. 30, 2023
Policies
Loss Per Share	Loss Per Share The Company presents both basic and diluted earnings per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock or if-converted method as applicable. Due to the incurrence of net losses, the Company did not include outstanding instruments convertible into common stock that would be anti-dilutive. As of June 30, 2023, the Company had 2,423,983 outstanding unvested and vested unissued stock awards and 102,470 warrants exercisable into shares of common stock that were potentially dilutive. As of June 30, 2022, the Company had 400,000 fully vested stock options outstanding that were potentially dilutive and expired unexercised on October 17, 2022.

NOTE 2. SUMMARY OF SIGNIFICAN_7

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Research and Development (Policies)	6 Months Ended
	Jun. 30, 2023
Policies
Research and Development	Research and Development Research and development costs primarily consist of internal and external engineering staff wages, coding, and related on-going activities associated with upgrading and enhancing the Company’s internally developed software platform. Research and development costs that do not meet the criteria for capitalization, including those costs determined to be probable to not result in additional functionality, are expensed as incurred. For the six months ended June 30, 2023 and June 30, 2022 the Company did not capitalize any research and development costs.

NOTE 2. SUMMARY OF SIGNIFICAN_8

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)	6 Months Ended
	Jun. 30, 2023
Policies
Revenue Recognition	Revenue Recognition The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: · · · · · Revenue is measured based on the amount of consideration that the Company expects to receive, reduced by estimates for return allowances, promotional discounts, and rebates. Revenue excludes any amounts collected on behalf of third parties, including product costs for goods not owned and indirect taxes. A description of the Company’s revenue generating activities is as follows: Third-Party Seller Services (Brand Services Revenue) : The Company offers programs that provide sellers a software platform to sell their products. For some contracts the Company provides payment processing and order fulfillment facilitation. The Company is not the seller of record in these transactions. The Company generally determines stand-alone revenue based on a percentage of the prices charged by the seller to deliver products sold. The commissions and any related fulfillment, shipping, and transaction processing fees the Company earns from these arrangements are recognized when the services are rendered, which generally occurs upon delivery of the related products to a third-party carrier or to the product purchaser. The Company does not incur material costs in obtaining third party seller contracts. Software Licensing (Hosting Arrangement): The Company licenses the use of its internally developed software to third parties for a fixed fee over a specified term. Revenue under these arrangements is recognized ratably over the contract term. The Company currently does not have any licensing agreements. Applicable sales commissions paid in connection with contracts exceeding one year are capitalized and amortized over the contract term. During the six months ended June 30, 2023 and 2022, the Company did not incur material sales commissions.

NOTE 2. SUMMARY OF SIGNIFICAN_9

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Return Allowances (Policies)	6 Months Ended
	Jun. 30, 2023
Policies
Return Allowances	Return Allowances The fees earned by the Company are subject to returns under similar terms as set by the third-party services using the Company’s software platform. The Company does not assume responsibility for refund or replacement of product costs. Return allowances are estimated using historical experience. During the six months ended June 30, 2023 and 2022, the Company did not incur material returns.

NOTE 2. SUMMARY OF SIGNIFICA_10

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies)	6 Months Ended
	Jun. 30, 2023
Policies
Reclassifications	Reclassifications The Company reclassified certain general and administrative and management and payroll costs totaling approximately $272,040 and $669,297 to research and development in the consolidated statements of operations for the three and six months ended June 30, 2022 to conform to the current period presentation. These reclassifications did not have any impact on the previously reported financial position, results of operations, or cash flows.

NOTE 4. STOCKHOLDERS' EQUITY_ S

NOTE 4. STOCKHOLDERS' EQUITY: Schedule of Stock Option Activity (Tables)	6 Months Ended
	Jun. 30, 2023
Schedule of Stock Option Activity	Common Stock Weighted Outstanding at January 1, 2023 3,600,000 $ 0.10 Granted - - Forfeited or cancelled - – Vested (1,200,000 ) 0.10 Outstanding at June 30, 2023 2,400,000 0.10
Warrant
Schedule of Stock Option Activity	Warrants Weighted Weighted Outstanding at January 1, 2023 - $ - – Warrants granted 102,470 0.01 Exercised – – Forfeited, cancelled or expired - – Outstanding at June 30, 2023 102,470 $ 0.01 1.9 Exercisable at June 30, 2023 102,470 $ 0.01 1.9

NOTE 2. SUMMARY OF SIGNIFICA_11

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Loss Per Share (Details) - shares			6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,423,983	400,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures			0
Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures			102,470

NOTE 2. SUMMARY OF SIGNIFICA_12

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Details
Research and development	$ 265,727	$ 272,040	$ 462,895	$ 669,297

NOTE 3. GOING CONCERN (Details)

NOTE 3. GOING CONCERN (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Details
Accumulated deficit	$ 8,150,292	$ 6,499,451
Working Capital Deficit	$ 2,049,072

NOTE 4. STOCKHOLDERS' EQUITY (D

NOTE 4. STOCKHOLDERS' EQUITY (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Issuance of common stock for services	$ 62,700	$ 60,000	$ 1,019,864
Proceeds from common stock issuable				$ 300,000	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross				5,000,000
Shares Granted, Value, Share-Based Payment Arrangement, after Forfeiture				$ 500,000
Unrecognized Compensation Associated with the Unvested Portion of the Award	$ 240,000			240,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture				$ (149,395)	(1,019,864)
Committed shares for the fulfillment of vested awards	23,983			23,983
Committed shares for the fulfillment of unvested awards	2,400,000			2,400,000
Committed Shares for the Fulfillment of Fully Vested Warrant Awards	102,470			102,470
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures				0
Stock based compensation	$ 26,694
Stock Issuance 1
Issuance of common stock for services				$ 120,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture				120,000	0
Stock Issuance 3
Issuance of common stock for services				$ 2,700
Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures				102,470
Share-Based Payment Arrangement, Expense					$ 104,502
Common Stock
Issuance of common stock for services	671,100	600,000	891,666
Issuance of common stock for services	$ 67	$ 60	$ 90
Stock based compensation	$ 0
Common Stock | Stock Issuance 1
Issuance of common stock for services				1,200,000
Common Stock | Stock Issuance 2
Shares issued of common stock for vested awards				65,100
Common Stock | Stock Issuance 3
Issuance of common stock for services				6,000

NOTE 4. STOCKHOLDERS' EQUITY__2

NOTE 4. STOCKHOLDERS' EQUITY: Schedule of Stock Option Activity (Details) - USD ($)		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	2,400,000	2,400,000	3,600,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.10	$ 0.10	$ 0.10
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures		0
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period		0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value		$ (1,200,000)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value		$ 0.10
Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	102,470	102,470	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.01	$ 0.01	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures		102,470
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 0.01
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period		0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	1 year 10 months 24 days
Share-based Compensation Arrangement By Share-based Payment Award, Options Exercisable	102,470
Share-based Compensation Arrangement By Share-based Payment Award, Options Exercisable, Weighted Average Exercise Price	$ 0.01
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	1 year 10 months 24 days

NOTE 5. RELATED PARTY TRANSAC_2

NOTE 5. RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Details
Proceeds from subscription receivable		$ 520,261		$ 520,261	$ 0
Shareholder loans	$ 779,739			779,739		$ 0
Interest expense	$ 12,824		$ 0	$ 13,108	$ 0