UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarterly period ended
OR
For the transition period from __________________ to __________________
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices, zip code)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the issuer
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
| Large accelerated filer | . | Accelerated filer | . |
| (Do not check if a smaller reporting company) | Smaller reporting company | ||
| Emerging Growth |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):
Yes .
As of June 30, 2022 and August 11, 2022, there were shares of common stock, $0.0001 par value per share, outstanding.
1
FUEL DOCTOR HOLDINGS, INC.
TABLE OF CONTENTS
| Page | ||||
| Part I. | Financial Information | |||
| Item 1. | Financial Statements (Unaudited) | 4 | ||
| Condensed Balance Sheets as at June 30, 2022 (Unaudited) and December 31, 2021 (Audited). | 4 | |||
| Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and June 30, 2021 (Unaudited). | 5 | |||
| Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2022 and June 30, 2021 (Unaudited). | 6 | |||
| Condensed Statements of Cash Flow for the Six Months Ended June 30, 2022 and June 30, 2021 (Unaudited). | 7 | |||
| Notes to the Condensed Financial Statements (Unaudited). | 8 | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 13 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 18 | ||
| Item 4. | Controls and Procedures. | 19 | ||
| Part II. | Other Information | |||
| Item 1. | Legal Proceedings. | 20 | ||
| Item 1A. | Risk Factors | 20 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 20 | ||
| Item 3. | Defaults Upon Senior Securities. | 20 | ||
| Item 4. | Mine Safety Disclosures | 20 | ||
| Item 5. | Other Information. | 20 | ||
| Item 6. | Exhibits. | 21 | ||
| Signatures | 22 | |||
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Fuel Doctor Holdings, Inc., a Delaware corporation (the “Company”), contains “forward-looking statements.” In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the Company’s need for and ability to obtain additional financing and the demand for the Company’s products, and other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.
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PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS.
| FUEL DOCTOR HOLDINGS, INC. |
| CONDENSED BALANCE SHEETS |
| (Unaudited) | (Audited) | |||||||
| June 30, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accounts payable - related party | ||||||||
| Advanced Subscription Agreement | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ deficit | ||||||||
| Preferred stock, par value , | ||||||||
| shares authorized, shares issued | ||||||||
| Preferred stock, par value $0.0001, 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2022 and December 31, 2021 | ||||||||
| Common stock, par value , | ||||||||
| shares authorized, shares | ||||||||
| issued and outstanding at June 30, 2022 and | ||||||||
| Common stock, par value $0.0001, 290,000,000 shares authorized, 256,739,363 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
| See accompanying Notes to Condensed Financial Statements | ||||||||
4
|
FUEL DOCTOR HOLDINGS, INC. CONDENSED STATEMENTS OF OPERATIONS |
| (Unaudited) |
| Three months ended | Six months ended | |||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||
| Revenues: | $ | $ | $ | $ | ||||||||||||
| Expenses: | ||||||||||||||||
| Professional and consulting fees | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Financial expenses | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per common share | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Weighted average common shares outstanding | ||||||||||||||||
See accompanying Notes to Condensed Financial Statements
5
| FUEL DOCTOR HOLDINGS, INC. |
| CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT |
| For the three and six months ended June 30, 2022 |
| (Unaudited) |
| Common stock | ||||||||||||||||||||
| Shares | Par value | Additional paid-in capital | Accumulated deficit | Total stockholders' deficit | ||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the six months ended June 30, 2021 | — | ( | ) | ( | ) | |||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock issuance | ( | ) | ||||||||||||||||||
| Net loss for the six months ended December 31,2021 | — | ( | ) | ( | ) | |||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the six months ended June 30, 2022 | — | ( | ) | ( | ) | |||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock | ||||||||||||||||||||
| Shares | Par value | Additional paid-in capital | Accumulated deficit | Total stockholders' equity (deficit) | ||||||||||||||||
| Balance at April 1, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the three months ended June 30, 2021 | — | ( | ) | ( | ) | |||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance at April 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the three months ended June 30, 2022 | — | ( | ) | ( | ) | |||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| See accompanying Notes to Condensed Financial Statements |
6
| FUEL DOCTOR HOLDINGS, INC. |
| CONDENSED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash | ||||||||
| Adjustments to reconcile net loss to net cash (used) in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Accounts payable - related party | ( | ) | ||||||
| Advanced Subscription Agreement | ||||||||
| Net cash(used) in operating activities | ||||||||
| Net increase in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Cash paid during the period for: Interest | $ | $ | ||||||
| Cash paid during the period for: Franchise taxes | $ | $ | ||||||
| See accompanying Notes to Condensed Financial Statements | ||||||||
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FUEL DOCTOR HOLDINGS, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – GENERAL
| a. | Fuel Doctor Holdings, Inc. (“Fuel Doctor” or the “Company”) was incorporated in the state of Delaware on March 25, 2008 as Silver Hill Management Services, inc. On August 24, 2011, the Company entered into an Agreement and Plan of Reorganization (the “Plan”) with Fuel Doctor, LLC, a California Limited Liability company. Pursuant to the terms of the Plan, the members of Fuel Doctor, LLC agreed to transfer all of the issued and outstanding limited units in Fuel Doctor, LLC to the Company in exchange for the issuance of an aggregate of shares of the Company’s stock, thereby causing Fuel Doctor, LLC to become a wholly owned subsidiary of the Company. Immediately following the closing of the Plan, the Company changed its name to Fuel Doctor Holdings, Inc. |
| b. | The COVID-19 pandemic, which originated in China in late 2019, has since spread across the globe and affected the economic condition of most, if not all, countries, including the United States, Israel and many countries in Europe. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. While COVID-19 is still spreading and the final implications of the pandemic are difficult to estimate at this stage, it is clear that it has affected the lives of a large portion of the global population. As of June 30, 2022, the pandemic has caused repeated states of emergency to be declared in various countries, ongoing and extended travel restrictions have been imposed for several months, strict quarantines rules have been established and maintained for an extended period of time in a plethora of jurisdictions and various institutions and companies have been closed and rendered bankrupt. The Company is actively monitoring the pandemic and is taking any necessary measures to respond to the situation in cooperation with the various stakeholders. Due to the uncertainty surrounding the COVID-19 pandemic, the Company will continue to assess the situation, including government-imposed restrictions, market by market. It is not possible at this time to estimate the full impact that the COVID-19 pandemic could have on the Company’s business, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by the Company in response to such spread, could have on the Company’s business, results of operations and financial condition. The COVID-19 pandemic and mitigation measures have also negatively impacted global economic conditions, which, in turn, could adversely affect the Company’s business, results of operations and financial condition. The extent to which the COVID-19 outbreak continues to impact the Company’s financial condition will depend on future developments that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information that may emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic activity. |
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FUEL DOCTOR HOLDINGS, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 - UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
Basis of Presentation:
The accompanying unaudited condensed financial statements include the accounts of the Company and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
Unaudited Interim Financial Information
The Company’s unaudited condensed financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2021 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 18, 2022 (the “2021 Annual Report”).
The unaudited condensed financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the six months ended June 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022, or for any future period.
As of June 30, 2022, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2021 Annual Report.
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FUEL DOCTOR HOLDINGS, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 – GOING CONCERN
The condensed financial statements have been prepared
on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course
of business for the foreseeable future. The Company has incurred a loss since Inception (March 25, 2008) resulting in an accumulated deficit
of $
Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.
The effects of Covid -19 could impact our ability to operate under the going concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company’s ability to operate under the going concern. It is possible that our company will have issues relating to the current situation that will need to be considered by management in the future. There will be a wide range of factors to take into account in going concern judgments and financial projections including travel bans, restrictions, government assistance and potential sources of replacement financing, financial health of suppliers and customers and their effect on expected profitability and other key financial performance ratios including information that shows whether there will be sufficient liquidity to continue to meet obligations when they are due.
10
FUEL DOCTOR HOLDINGS, INC.
NOTES TO THE CONDESNED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 – COMMON STOCK AND PREFERRED STOCK
On February 18, 2021, the
Company Amended the Articles of Incorporation and increased the number of authorized shares in Fuel Doctor Holdings, Inc. to
Common Stock:
There were no stock issuances during the six months ended June 30, 2022.
From April 1, 2022 and through to June 30, 2022,
the Company received $
Preferred Stock:
As of June 30, 2022 and December 31, 2021 there are no preferences assigned to the preferred stock.
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FUEL DOCTOR HOLDINGS, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, the Company may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of stock or traditional debt financing. There is no formal written commitment for continued support by related parties.
During the six months ended June 30, 2022, the CFO
earned $
During the six months ended June 30, 2021, a previous
officer earned $
On March 8, 2022, a shareholder advanced the Company a loan
in the amount of $
The Company currently operates out of an office of a related party free of rent.
NOTE 6 - SUBSEQUENT EVENTS
The Company evaluated all other events or transactions that occurred through August 11, 2022. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the financial statements for the six months ended June 30, 2022, except as follows:
| a. | From July 1, 2022 and through to August 11, 2022, the Company received an additional $ |
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our financial statements (and notes related thereto) and other more detailed financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Consequently, you should read the following discussion and analysis of our financial condition and results of operations together with such financial statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis are set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of our Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.
OVERVIEW OF OUR PERFORMANCE AND OPERATIONS
Our Business and Recent Developments
Fuel Doctor Holdings, Inc. (“Fuel Doctor”, “We”, or the “Company”) was incorporated in the State of Delaware on March 25, 2008 under the name Silver Hill Management Services, Inc. On September 1, 2011, our name was changed to Fuel Doctor Holdings, Inc. to more accurately reflect the nature of our operations. At that time. On or about August 8, 2009, our primary business focus was to offer business support services to proprietors, entrepreneurs, and small business owners. By offering a full suite of outsourced business processes including project management, database and information storage, document management services, and finance and accounting services. The Company discontinued the development of its business support services on August 24, 2011. On or about March 8, 2021, the Company filed a Form 10-12g with the SEC and became once again subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
The Company has since been seeking a merger target and has been evaluating various opportunities.
On January 6, 2022, Amitay Weiss, Asaf Itzhaik and Moshe Revach were appointed to fill existing vacancies on the Company’s Board of Directors in accordance with the written consent of majority of directors dated January 6, 2022. None of the newly appointed Directors had a prior relationship with the Company. In addition, on January 6, 2022, Amitay Weiss was appointed as the Chief Executive Officer of the Company and on January 26, 2022, Gadi Levin was appointed Chief Financial Officer of the Company.
On January 7, 2022, Deanna Johnson resigned as an officer and as a director of the Company.
From April 1, 2022 and through to August 11, 2022, the Company received $160,000 from investors in a proposed private placement of up to $270,000 to purchase shares of common stock to be issued at a price of $0.003 per share. As of the date of this filing the Company has not issued any shares of common stock related to this financing as such, the amount received has been recorded as a current liability in the accompanying balance sheet. The Company is in the process of amending the Articles to increase the number of authorized shares of the Company in order to facilitate the issuance of the shares
13
Employees
As of the date of this Form 10-Q filing, we have no employees.
Results of Operations for the three months ended June 30, 2022 and June 30, 2021
Revenues
We have generated revenues of $0 and $0 for the three months ended June 30, 2022 and June 30, 2021, respectively.
Operating expenses
Operating expenses for the three months ended June 30, 2022 were $14,151 compared with $3,023 for the three months ended June 30, 2021. The increase in operating expenses in 2022 is as a result of an increase in professional fees related to increased activity by the Company to pursue a potential acquisition of a company. Professional fees increased by $10,860, from $1,540 for the three months ended June 30, 2021 to $12,400 for the three months ended June 30, 2022 and general office expenses increased by $268, from $1,483 for the three months June 30, 2021 to $1,751 for the three months ended June 30, 2022.
Net loss
The net loss for the three months ended June 30, 2022 was $14,205, compared to a net loss of $3,023 for the three months ended June 30, 2021. This increase was primarily attributable to an increase in professional fees related to an increase in activity by the Company to pursue a potential acquisition of a company. The net loss in 2021 was primarily attributable to professional fees.
Results of Operations for the six months ended June 30, 2022 and June 30, 2021
Revenues
We have generated revenues of $0 and $0 for the six months ended June 30, 2022 and June 30, 2021, respectively.
Operating expenses
Operating expenses for the six months ended June 30, 2022 were $25,437 compared with $6,371 for the six months ended June 30, 2021. The increase in operating expenses in 2022 is as a result of an increase in professional fees related to increased activity by the Company to pursue a potential acquisition of a company. Professional fees increased by $19,206, from $3,194 for the six months ended June 30, 2021 to $22,400 for the six months ended June 30, 2022 and general office expenses decreased by $140, from $3,177 for the six months June 30, 2021 to $3,037 for the six months ended June 30, 2022.
Net loss
The net loss for the six months ended June 30, 2022 was $25,491, compared to a net loss of $6,371 for the six months ended June 30, 2021. This increase was primarily attributable to an increase in professional fees related to increased activity by the Company to pursue a potential acquisition of a company. The net loss in 2021 was primarily attributable to professional fees.
14
Liquidity and Capital Resources
As of December 31, 2021 and June 30, 2022, the Company's cash balance was $0 and $73,176, respectively.
As of December 31, 2021 and June 30, 2022, the Company's total assets were $0 and $73,176, respectively.
As of December 31, 2021, the Company had total liabilities of $18,857 that consisted of $18,857 in accounts payable and accrued liabilities. These amounts are non-interest bearing, payable upon demand and unsecured.
As of June 30, 2022, the Company had total liabilities of $4,000 in accounts payable and accrued liabilities, $3,524 in accounts payable related party and $110,000 in receipt on account of shares.
As of December 31, 2021 and June 30, 2022, the Company had working capital of $(18,857) and $(44,348), respectively.
From April 1, 2022 and through to August 11, 2022, the Company received $160,000 from investors to purchases shares common stock in a private placement to be issued at a price of $0.003 per share. The Company is in the process of amending the Articles to increase the number of authorized shares of the Company in order to facilitate the issuance of the shares, as such, the amount received has been recorded in currently liabilities.
Working Capital and Cash Flows
| Working Capital | June 30, | June 30, | ||||||
| 2022 | 2021 | |||||||
| Current Assets | $ | 73,176 | $ | — | ||||
| Current Liabilities | 117,524 | 18,939 | ||||||
| Working deficit | $ | (44,348 | ) | $ | (18,939 | ) | ||
| Cash Flows | June 30, | June 30, | ||||||
| 2022 | 2021 | |||||||
| Cash Flows used in Operating Activities | $ | 73,176 | $ | — | ||||
| Cash Flows from Financing Activities | — | — | ||||||
| Net Increase in Cash During Period | $ | 73,176 | $ | — | ||||
Cash Flows from Operating Activities
During the six months ended June 30, 2022 and June 30, 2021, the Company generated $73,176 and $0, respectively, in cash for operating activities. The primary reason was due to the receipt of $110,000 during the period in respect of shares to be issued in a private placement that has not been completed.
Cash Flows from Financing Activities
During the six months June 30, 2022 and June 30, 2021, the Company generated $0 and $0, respectively, in cash received from financing activities.
15
Critical Accounting Policies
Going Concern
We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.
Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no assurance of additional funding being available.
The Company, as of the date of this filing had $116,000 in cash and has not generated any revenues from operations to date. For the six months ending June 30, 2022 and June 30, 2021, our operating expenses were $25,437and $6,371, respectively. In the previous two fiscal years our operating expenses were $5,089 and $28,785 for the years ended December 31, 2020 and December 31, 2021 respectively, consisting primarily of professional fees, administrative expenses and filing fees. The ongoing expenses of the Company will be related to seeking out a suitable acquisition as well as mandatory filing requirements including our reporting requirements under the Securities Exchange Act of 1934 upon effectiveness of this registration statement.
The Company continues to rely on borrowings and financings either arranged by the Company’s President or through entities controlled by the President. In the next 12 months we expect to incur expenses equal to approximately $75,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the Company’s Exchange Act filing requirements. The costs related to the acquisition of a business combination target company vary widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete a business combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable until the Company identifies a business combination target. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is currently devoting its efforts to locating merger candidates. The Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.
The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. There is no assurance that we will in fact have access to additional capital or financing as a public company. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Our officers and directors are in preliminary contact or discussions with representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
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Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
| The Company anticipates that the selection of a business combination will be complex and extremely risky. While the Company is in a competitive market with a small number of business opportunities, through information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, our management believes that there are opportunities for a business combination with firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. |
We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses.
We have not established a specific timeline nor have we created a specific plan to identify an acquisition target and consummate a business combination. We expect that our management and the Company, through its various contacts and affiliations with other entities will locate a business combination target. We expect that funds in the amount of approximately $20,000 will be required in order for the Company to satisfy its Exchange Act reporting requirements during the next 12 months, in addition to any other funds that will be required in order to complete a business combination. Such funds can only be estimated upon identifying a business combination target. Our management and stockholders have indicated an intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements, however, there are no agreements in effect between the Company and our management or stockholders specifically requiring they provide any funds to the Company. Therefore, there are no assurances that the Company will be able to obtain the required financing as needed in order to consummate a business combination transaction.
The effects of Covid -19 could impact our ability to operate under the going concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company’s ability to operate under the going concern. It is possible that our company will have issues relating to the current situation that will need to be considered by management in the future. There will be a wide range of factors to take into account in going concern judgments and financial projections including travel bans, restrictions, government assistance and potential sources of replacement financing, financial health of suppliers and customers and their effect on expected profitability and other key financial performance ratios including information that shows whether there will be sufficient liquidity to continue to meet obligations when they are due.
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Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
Default on Notes
There are currently no notes in default.
Other Contractual Obligations
As of the year ended December 31, 2021 and the six months ended June 30, 2022, we did not have any contractual obligations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
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ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures include, without limitation, means controls and other procedures that are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and (ii) accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, because of the Company’s limited resources and lack of employees, management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were ineffective as of June 30, 2022 and as of the date of this filing, August 11, 2022.
Management has identified control deficiencies regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation.
To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the quarter ended June 30, 2022 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the quarter ended June 30, 2022 are fairly stated, in all material respects, in accordance with GAAP.
Limitations on Effectiveness of Controls and Procedures
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
No changes in the Company's internal control over financial reporting have come to management's attention during the Company's last fiscal quarter that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
From April 1, 2022 and through to August 11, 2022, the Company received $160,000 in respect of shares to be issued in respect of a private placement at $0.003 per share. The Company is in the process of amending the Articles to increase the number of authorized shares of the Company in order to facilitate the issuance of the shares, as such, the amount received has been recorded in current liabilities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
|
Exhibit Number |
Description | |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| |
| EX-101.INS | XBRL Instance Document* | |
| EX-101.SCH | XBRL Taxonomy Extension Schema Document* | |
| EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document* | |
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* | |
| EX-101.LAB | XBRL Taxonomy Extension Labels Linkbase Document* | |
| EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document* | |
* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FUEL DOCTOR HOLDINGS, INC. | ||||
| Date: August 11, 2022 | By: | /s/ Amitay Weiss | ||
| Name: Amitay Weiss | ||||
|
|
Title: President Chief Executive Officer
| |||
| By: | /s/ Gadi Levin | |||
| Name: Gadi Levin | ||||
| Title: Principal Accounting Officer | ||||
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