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 Number:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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OTC Pink Sheet |
| SEC 1296 (02-23) | Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number. |
Umesh Singh CEO
Robert Thompson Director
Michael Arnkvarn Director
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
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Smaller reporting company
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Emerging
growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
As of June 30, 2025, shares of common stock.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
GivBux, Inc
Consolidated Balance sheets
(Unaudited)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ |
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$ |
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| Prepaid expenses |
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| Other receivable |
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| Deferred offering costs |
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| Total current assets |
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| Property and equipment, net |
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| Total Assets | $ |
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$ |
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| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ |
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$ |
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| Accrued liabilities |
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| Advances for convertible note to be issued |
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| Due to related party |
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| Notes payable - related parties |
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Loans payable, net discount of $
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Convertible notes, net discount of $
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| Derivative liabilities |
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| Total Current Liabilities |
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| Total Liabilities |
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| Stockholders’ Deficit | ||||||||
| Preferred stock: authorized; $ par value shares issued and outstanding | ||||||||
| Common stock: authorized; $ par value and shares issued and outstanding, respectively |
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| Additional paid in capital |
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| Common stock to be issued, shares |
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| Accumulated deficit |
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| Total Stockholders’ Deficit |
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| Total Liabilities and Stockholders’ Deficit | $ |
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$ |
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See accompanying notes to unaudited consolidated financial statements.
| 2 of 25 |
GivBux, Inc
Consolidated Statement of Operations
(Unaudited) -
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ |
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$ |
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$ |
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$ |
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| Cost of revenue |
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| Gross profit |
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| Operating expenses | ||||||||||||||||
| General and administrative |
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| Sales and marketing |
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| Professional fees |
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| Total operating expenses |
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| Loss from operations |
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| Other income (expense) | ||||||||||||||||
| Interest expense |
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| Interest income | ||||||||||||||||
| Change in fair value of derivative liabilities |
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| Gain on settlement of liability |
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| Total other expense |
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| Loss before income taxes |
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| Provision for income taxes | ||||||||||||||||
| Net loss | $ |
(
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(
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(
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(
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| Basic and diluted loss per Common Share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Basic and diluted weighted average number of common shares outstanding | ||||||||||||||||
See accompanying notes to unaudited consolidated financial statements.
| 3 of 25 |
GivBux, Inc
Consolidated Statement of change in Stockholders’ Deficit
(Unaudited)
For the Three and Six Months Ended June 30, 2025
| Additional | Common Stock | Total | ||||||||||||||||||||||||||
| Common Stock | Paid in | to be issued | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Deficit | ||||||||||||||||||||||
| Balance - December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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(
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| Net loss | - | - |
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| Balance - March 31, 2025 |
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| Common stock issued for compensation -services |
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- |
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| Common stock issued for convertible notes - commitment shares |
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| Dividend if forms of warrants | - |
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| Net loss | - | - |
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| Balance - June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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For the Three and Six Months Ended June 30, 2025
| Additional | Common Stock | Total | ||||||||||||||||||||||||||
| Common Stock | Paid in | to be issued | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Deficit | ||||||||||||||||||||||
| Balance - December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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(
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| Net loss | - | - |
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| Balance - March 31, 2024 |
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| Common stock issued for compensation -services |
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- |
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| Net loss | - |
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| Balance - June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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See accompanying notes to unaudited consolidated financial statements.
| 4 of 25 |
GivBux, Inc
Consolidated Statement of Cash Flows
(Unaudited)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ |
(
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) | $ |
(
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| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation -services |
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| Amortization of debt discount |
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| Depreciation |
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| Non-cash leases expenses |
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| Change in fair value of derivative liabilities |
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| Gain on settlement of liability |
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| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses |
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| Other receivable |
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| Accounts payable and accrued liabilities |
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| Accrued interest |
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| Accrued interest-related parties |
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| Operating lease liabilities |
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| Net Cash used in Operating Activities |
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| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Improvement leased property |
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| Net Cash used in Investing Activities |
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| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Advances for convertible note to be issued |
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| Deferred offering cost |
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| Proceeds from loans payable |
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| Proceeds from convertible notes |
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| Repayment of loans payable |
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| Proceeds from related parties |
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| Repayment loan to related parties |
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| Net Cash provided by Financing Activities |
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| Net change in cash |
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| Cash, beginning of period |
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| Cash, end of period | $ |
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$ |
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| Supplemental cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-cash Investing and Financing transactions: | ||||||||
| Dividend in form of warrants | $ |
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$ | |||||
| Common stock issued for compensation- services | $ |
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$ |
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| Common stock issued for convertible notes - commitment shares | $ |
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$ | |||||
| Derivative liabilities recognized as debt discount | $ |
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$ |
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| Derivatives recognized as warrant | $ |
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$ | |||||
See accompanying notes to unaudited consolidated financial statements.
| 5 of 25 |
GivBux, Inc.
Notes to Consolidated Financial Statements
June 30, 2025
(Unaudited)
NOTE 1 – COMPANY OVERVIEW AND GOING CONCERN
On
January 15, 2021, FINRA declared effective a change of name of the Company from Senaida Tire Company, Ltd. to GivBux, Inc. (the “Company”,
“GivBux”) and a
Share Exchange and Reorganization
On
January 7, 2021 (the “Effective Date”), GivBux Global Partners, Inc. (“GivBux Global”) became a
Recapitalization
For financial accounting purposes, this transaction was treated as a reverse acquisition by GivBux and resulted in a recapitalization with GivBux Global being the accounting acquirer and GivBux as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, GivBux and have been prepared to give retroactive effect to the reverse acquisition completed on January 7,2021 and represent the operations of GivBux Global. The consolidated financial statements after the acquisition date, January 7, 2021, include the balance sheets of both companies at historical cost, the historical results of GivBux Global and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.
Going Concern
The
accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America (“U.S. GAAP”), which contemplates the Company’s continuation as a going concern. The Company
has incurred net losses of $
Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors.
There are no assurances that the Company will be able to either (1) achieve a level of revenue adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.
Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
| 6 of 25 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The Company’s year-end is December 31.
Principles of Consolidation
The consolidated financial statements include the accounts of GivBux, Inc. and its wholly owned subsidiary. Intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of consolidated 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. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Revenue recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| ● | identify the contract with a customer; | |
| ● | identify the performance obligations in the contract; | |
| ● | determine the transaction price; | |
| ● | allocate the transaction price to performance obligations in the contract; and | |
| ● | recognize revenue as the performance obligation is satisfied. |
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option.
| June 30 | June 30 | |||||||
| 2025 | 2024 | |||||||
| Shares | Shares | |||||||
| Convertible notes |
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| Warrants |
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| Warrants -dividend |
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| 7 of 25 |
Financial Instruments and Fair Value Measurements
As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The following table summarizes fair value measurements by level as of June 30, 2025, and December 31, 2024, measured at fair value on a recurring basis:
| June 30, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | ||||||||||||||||
| None | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liabilities | $ | $ | $ |
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$ |
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| December 31, 2024 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | ||||||||||||||||
| None | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liabilities | $ | $ | $ |
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$ |
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Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes pricing model.
Deferred Offering Costs
Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed.
| 8 of 25 |
As of June 30, 2025, and December 31,2024, deferred offering costs consisted of the following:
| June 30 | December 31 | |||||||
| 2025 | 2024 | |||||||
| Legal fees | $ |
|
$ | |||||
| Total | $ |
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$ | |||||
Related Parties
The Company follows ASC 850 , “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).
Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. We maintain cash and cash equivalent balances with financial institutions that exceed federally insured limits. We have not experienced any losses related to these balances, and we believe the credit risk to be minimal. The Company does not have any cash equivalents.
Property and Equipment
Property
and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives,
using the straight-line method.
Currently our assets consist of improvement leased property which
we amortize over a lease period of
Maintenance and repairs are charged to expenses as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income
Leases
ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.
| 9 of 25 |
The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.
On February 29, 2024, the term of lease terminated, and the Company moved out of premises. As of June 30, 2024, the Company’s lease agreement is accounted for as operating leases. On May 9,2025, the Company entered into a lease agreement with a term of one year.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our consolidated financial statements.
Reclassification
Certain accounts from prior periods have been reclassified to conform to the current period presentation.
NOTE 3 – LEASES
On
March 1, 2021, the Company entered into lease agreements to rent office and marina spaces for a
three-year term at $
On
May 9,2025, the Company entered into a lease agreement with a term of
In accordance with ASC 842, the Company recognized operating lease ROU assets and lease liabilities as follows:
The components of lease expense were as follows:
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Lease cost: | ||||||||
| Operating lease cost | $ | $ |
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| Short-term lease cost |
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| Sublease income |
(
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) | ||||||
| Total lease cost | $ |
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$ |
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Supplemental cash flow information related to leases was as follows:
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | $ | $ |
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| Weighted-average remaining lease term - operating leases (year) | - | - | ||||||
| Weighted-average discount rate — operating leases |
|
% |
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% | ||||
Supplemental balance sheet information related to leases was as follows:
As
of June 30, 2025, and December 31, 2024, the operating lease right-of-use asset and operating lease liabilities were $
| 10 of 25 |
NOTE 4 – RELATED PARTYS ITEMS
Notes Payable Related Parties
During
the six months ended June 30, 2025, and 2024, the Company obtained $
As
of June 30, 2025, and December 31,2024, the Company had notes payable related parties of $
Due to related parties
As
of June 30,2025, and December 31,2024, the Company had due to related party of $
NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Trade payable | $ |
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$ |
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| Salary payable |
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| Accrued interest |
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| Other current liabilities |
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| $ |
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$ |
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NOTE 6 – LOANS PAYABLE
The components of loans payable as of June 30, 2025, and December 31, 2024, were as follows:
| Payment date | Principal Amount | Maturity date |
Interest
rate |
June 30,
2025 |
December 31,
2024 |
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| January 19, 2022 | $ |
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% | $ |
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$ |
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| March 7, 2022 | $ |
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| October 13, 2022 | $ |
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| October 6, 2023 | $ |
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| December 30, 2024 | $ |
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| Total loans payable | $ |
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$ |
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| Less: Current portion |
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| Long-term portion | $ | $ | ||||||||||||||||
On
December 26, 2023, the Company entered into a promissory note agreement with an investor for the principal amount of $
| 11 of 25 |
During
the six months ended June 30, 2025, and 2024, the Company borrowed $
As
of June 30, 2025, and December 31, 2024, nine (9) and seven (7) loans with unpaid balance of $
During
the six months ended June 30, 2025, and 2024, the Company recognized interest and default penalty of $
As
of June 30, 2025, and December 31, 2024, the Company had loans payable of $
NOTE 7 – CONVERTIBLE NOTES PAYABLE
| Issuance date | Principal Amount | Maturity date |
Interest
rate |
June 30,
2025 |
December 31,
2024 |
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$ |
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% | $ |
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% | $ |
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$ |
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% | $ |
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% | $ |
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$ | ||||||||||
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|
|||||||||||||||||
| Less: Unamortized debt discount |
(
|
) |
(
|
) | ||||||||||||||
| Total convertible notes payable |
|
|
||||||||||||||||
| Less: Current portion |
|
|
||||||||||||||||
| Long-term portion | $ | $ | ||||||||||||||||
| 12 of 25 |
The components of convertible notes payable as of June 30, 2025, and December 31, 2024, were as follows:
Convertible notes payable consists of the following:
| ● |
Terms
ranging from
|
|
| ● |
Annual
interest rates range from
|
|
| ● | Convertible at the option of the holders at any time during the period of note, after maturity date or 6 months after issuance date. | |
| ● |
Conversion
prices is a fixed of $
|
|
| ● | Conversion price of the note dated May 7,2025, is market piece on date of conversion notice without discount. |
During
the six months ended June 30, 2025, and 2024, the Company issued convertible notes of $
On
February 5,2025, the Company entered into a convertible promissory note of $
During
the six months ended June 30, 2025, the Company entered into four (4) convertible promissory notes agreements of $
On
April 30,2025, the Company entered into a convertible promissory note of $
On
May 7,2025, the Company entered into a convertible promissory note of $
On
May 14,2025, the Company entered into a convertible promissory note of $
As
of June 30, 2025, and December 31, 2024, twenty-one (21) and twelve (12) convertible notes with unpaid balance of $
During
the six months ended June 30, 2025, and 2024, the Company recognized interest of $
As
of June 30, 2025, and December 31, 2024, the Company had convertible notes payable of $
| 13 of 25 |
Note 8 - DERIVATIVE LIABILITIES
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.
Fair Value Assumptions Used in Accounting for Derivative Liabilities.
ASC 815 requires us to assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.
The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2025. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.
For the six months ended June 30, 2025, and the year ended December 31, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:
| Six Months ended | Year ended | |||||||
| June 30 | December 31, | |||||||
| 2025 | 2024 | |||||||
| Term |
|
|
||||||
| Expected average volatility |
|
% |
|
% | ||||
| Expected dividend yield | ||||||||
| Risk-free interest rate |
|
% |
|
% |
The following table summarizes the changes in the derivative liabilities during the three months ended June 30, 2025:
| Fair Value Measurements Using Significant Observable Inputs (Level 3) | ||||
| Balance - December 31, 2024 | $ |
|
||
| Addition of new derivatives recognized as debt discounts |
(
|
) | ||
| Addition of new derivatives recognized as warrant |
|
|||
| Addition of new derivatives recognized as loss on derivatives |
|
|||
| Gain on change in fair value of the derivative |
(
|
) | ||
| Balance - June 30, 2025 | $ |
|
||
The aggregate loss on derivatives during the six months ended June 30, 2025, and 2024 as follows.
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Day one loss due to derivative liabilities on convertible note | $ |
|
$ |
|
||||
| Gain on change in fair value of the derivative liabilities |
(
|
) |
(
|
) | ||||
| $ |
|
$ |
|
|||||
| 14 of 25 |
Note 9 – ADVANCES FOR CONVERTIBLE NOTES TO BE ISSUED
During
the six months ended June 30, 2025, the Company obtained $
NOTE 10 – STOCKHOLDERS’ EQUITY
The Company is authorized to issue shares of stock with a par value of $ per share, shares of which are Preferred Stock.
Preferred Stock
The Board of Directors has previously designated and adopted (i) Preferred Stock in shares as Series A (were previously issued and converted into Common stock during the quarter ended June 30,2021), (ii) as Series B. On October 31,2022, the Board of Directors designated Preferred Stock in shares as Series C, all Series having par value of $ per share.
Series B Preferred stock will be issued to secure debt or equity or any combination to be acquired by the Company. The holders of Series B Preferred stock shall be entitled to be paid out of the assets of the Company a value of $ per share of Series B Preferred stock. As of the date of these financial Statements, the Agreement has not been closed and no shares of Series B Preferred stock issued.
Series C Preferred stock shall not be converted into shares of the Common stock. Except as may be required by the Nevada Business Corporation Act, the Series C Preferred stock shall not be entitled to receive cash, stock or other property as dividends.
Common Stock
The Company has authorized shares of common stock with a par value of $ per share.
During the six months ended June 30,2025, the Company issued the following common stock:
| ● |
shares of common stock to two noteholders in connection with security purchase agreements,
valued at $
|
|
| ● |
shares of common stock for compensation of services, valued at $
|
As of June 30, 2025, and December 31, 2024, the Company had and shares of Common Stock outstanding, and shares of Preferred Stock issued and outstanding (Series A, B and C). The Board of Directors may fix and determine the relative rights and preferences of the shares of any established series.
Warrants
During the six months ended June 30,2025, the Company entered following two warrants agreements:
| ● |
Common
stock purchase warrant agreement dated May 7,23,2025 with one noteholder for
|
|
| ● |
On
May 15,2025,
|
| 15 of 25 |
A summary of activity of the warrants during the six months ended June 30, 2025, as follows:
| Warrants Outstanding | Weighted Average | |||||||||||||||
| Number of | Weighted Average | Remaining life | ||||||||||||||
| Warrants | Exercise Price | (years) | Fair Value | |||||||||||||
| Outstanding, December 31, 2024 | $ | - | ||||||||||||||
| Granted |
|
|
|
|||||||||||||
| Exercised | - | |||||||||||||||
| Forfeited/canceled | - | |||||||||||||||
| Outstanding, June 30, 2025 |
|
$ |
|
$ |
|
|||||||||||
The intrinsic value of the warrants as of June 30, 2025, is $ .
| Six Months ended | ||||
| June 30, | ||||
| 2025 | ||||
| Term | - years | |||
| Expected average volatility | % - | % | ||
| Expected dividend yield | ||||
| Risk-free interest rate | % - | % |
NOTE 11 – COMMITMENTS AND CONTINGENCIES
On
November 1, 2023, the Company entered into a mutual venture agreement with an entity for operation of a yacht charter business. During
the year ended December 31, 2023, the Company received $
On
December 12,2024, the Company entered into a finders (“Finder”) agreement for fundraising, marketing and facility booking
services. The Finder will receive a fee of
On June 13,2025, the Company entered into a Share Exchange Agreement with Charter House Financial AU, a Nevada corporation, whereby the Company will issue up to shares of restricted common stock to Charter House in exchange for shares of restricted common stock (100% of the private company). As of June 30,2025, the agreement was not closed due to not providing the required documents.
NOTE 12 - SUBSEQUENT EVENTS
Management evaluated all additional events through the date the consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any material subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
| 16 of 25 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
During the quarter ending 6/30/25 revenues were slightly higher $ 55,803 versus $ 25,030 for the same period ending 6/30/24. For the 6 months ending 6/30/25 , the company experienced an increase in sales of $ 121,826 versus $ 72, 399 for the same 6 months ending 6/30/2024. The gross profit for the 3 months period ending 6/30/25 was $ 16,369 versus $ 25,030 for the previous quarter ending 06/30/2024. The company is continuing its beta testing and recruiting of associates during the 3 months ending 6/30/2025 and the higher cost of goods is a result of more transactional revenue and subsequently more cost of goods when compared to the 3 months ending 6/30/2024 when the main source of revenue were facility rentals. The same can be said for the 6 months period ending 6/30/2025 where the gross profit was $ 27,242 versus $ 72,399 for the same 6 months period ending 6/30/2024. The company has recruited several sales leaders in the past month in order to increase sales through transactional revenue and new associate recruitment.
Operating expenses were $ 553,950 for the 3 months ending 6/30/2025 when compared to $ 2,600,178 for the 3 months ending 6/30/2024. The loss from operations for the 3 months ending 6/30/2025 was $ 537,581, a significant decrease when compared to the 3 months ending 6/30/2024 loss of $ 2,575,148. This was primarily due to a 1 time marketing charge of $ 2,274,000 during the 3 month period ending 6/30/2024 for marketing and corporate promotion. The company registered a net loss of $ 6,104,831 for the period ending 6/30/2025 versus $ 2,664,795 for the 3 months ending 6/30/2024. The increased loss is mainly due to a change in the fair value of derivative liabilities of $ 5,320,673.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Risks Related to Operating as a Public Company
As a public reporting company, we will be subject to rules and regulations established from time to time by the SEC and PCAOB regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner.
We are a public reporting company subject to the rules and regulations established from time to time by the SEC and the Public Company Accounting Oversight Board (PCAOB). These rules and regulations will require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes, and controls, as well as on our personnel.
In addition, as a public company we will be required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and thereafter, which will require us to document and make significant changes to our internal control over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting at such time as we cease to be an “emerging growth company,” as defined in the JOBS Act, and we become an accelerated or large accelerated filer, although we could potentially qualify as an “emerging growth company” until as late as the fifth anniversary of being a reporting company. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting, which includes hiring additional accounting and financial personnel to implement such processes and controls.
We expect to incur costs related to implementing an internal audit and compliance function in the upcoming years to further improve our internal control environment. If we identify future deficiencies in our internal control over financial reporting or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.
| 17 of 25 |
Our current controls and any new controls that we develop may also become inadequate because of changes in our business, and weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could cause us to fail to meet our reporting obligations, result in a restatement of our financial statements for prior periods, undermine investor confidence in us, and adversely affect the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on OTC Markets Pink Sheet.
We identified material weaknesses in our internal controls over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have experienced rapid growth, and this growth has placed considerable strain on our accounting systems, financial close and reporting process, and personnel. As a result, we identified material weaknesses in our internal control over financial reporting. These material weaknesses relate to the controls for the financial statement close process and the controls related to unusual and infrequent transactions (including accounting for complicated stock transactions and the adoption of ASU 2014-09, Revenue from Contracts with Users or ASC 606). As a result, we made immaterial revisions of our consolidated financial statements as of December 31, 2019, an immaterial audit adjustment to our consolidated financial statements as of December 31, 2020 and for the year then ended and a correction of errors relating to the financial statements for the year ended December 31, 2020 in our financial statements for the first and second quarters of 2021.
We are taking steps to remediate these material weaknesses through the development and implementation of systems, processes and controls over the financial close and reporting process. In addition, we have begun to enhance our overall control environment through hiring additional qualified accounting and financial reporting personnel and engaging external consultants with appropriate expertise for more challenging technical accounting issues which will add to the depth of our skilled and managerial resources and allow us to scale our accounting processes to match growth and changes in the business and operations. We will also continue to evaluate our IT systems and related processes to optimize automation to enhance our financial statement close process, reduce the number of manual journal entries and facilitate review controls related to our significant classes of transactions.
While we are designing and implementing new controls and measures to remediate these material weaknesses, we cannot assure you that the measures we are taking will be sufficient to remediate the material weaknesses or avoid the identification of additional material weaknesses in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our financial statements and could cause us to fail to meet our periodic reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.
We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements to hold a nonbinding advisory vote on executive compensation and obtain stockholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (A) following the fifth anniversary of the completion of this offering, (B) in which we have total annual revenue of at least $1.07 billion, or (C) in which we are deemed to be a large accelerated filer, with at least $700 million of equity securities, which includes Class A common stock and Class B common stock, held by non-affiliates as of the prior June 30th, the end of our second fiscal quarter, and (ii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.
| 18 of 25 |
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. While we have not made such an irrevocable election, we have not delayed the adoption of any applicable accounting standards.
As a result of the reduced disclosure requirements applicable to us, investor confidence in our company and the market price of our Class A common stock may be adversely affected. We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our Class A common stock less attractive, there may be a less active trading market for our Class A common stock, and our stock price may be more volatile.
We will incur significant costs as a result of operating as a public company.
Prior to this offering, we operated on a private basis. After this offering, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the New York Stock Exchange and other applicable securities laws and regulations. The expenses incurred by public companies generally for reporting and corporate governance purposes are greater than those for private companies. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business, financial condition, and results of operations. Compliance with these rules and regulations will increase our legal and financial compliance costs, and increase demand on our systems, particularly after we are no longer an emerging growth company. In addition, as a public company, we may be subject to stockholder activism, which can lead to additional substantial costs, distract management, and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more difficult, time-consuming, and costly, although we are currently unable to estimate these costs with any degree of certainty.
We also expect that being a public company and being subject to new rules and regulations will make it more expensive for us to obtain directors and officers liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions, and other regulatory action and potentially civil litigation. These factors may therefore strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members and executive officers.
Our senior management team has limited experience managing a public company, and regulatory compliance obligations may divert its attention from the day-to-day management of our business.
The individuals who now constitute our senior management team have limited experience managing a publicly-traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our senior management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and results of operations.
| 19 of 25 |
Risks Related to Our Common Stock
We are a Penny Stock.
Our common stock is considered to be a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as our common stock is subject to the penny stock rules, it may be more difficult to sell our common stock.
Effect of Amended Rule 15c2-11 on the Company’s securities.
The SEC released and published a Final Rulemaking on Publication or Submission of Quotations without Specified Information amending Rule 15c2-11 under the Exchange Act (“Amended Rule 15c2-11”). To be eligible for public quotations on an ongoing basis, Amended Rule 15c2-11 modified the “piggyback exemption” that required that (i) the specified current information about the company is publicly available, and (ii) the security is subject to a one-sided (i.e., a bid or offer) priced quotation, with no more than four business days in succession without a quotation. Under Amended Rule 15c2-11, the Company may only rely on the piggyback exemption in certain limited circumstances. The Amended Rule 15c2-11 will require, among other requirements, that a broker-dealer has a reasonable basis for believing that information about the issuer of securities is accurate. Our security holders may find it more difficult to deposit common stock with a broker-dealer, and if deposited, more difficult to trade the securities on the Pink Sheets. The Company intends to provide the specified current information under the Exchange Act but there is no assurance that a broker-dealer will accept our common stock or if accepted, that the broker-dealer will rely on our disclosure of the specified current information.
There is very limited liquidity of the Company’s common stock.
Our common stock is thinly traded on the Pink Sheets and there is a very limited market in our common stock. As a result, there is only limited liquidity in our common stock.
There are significant limitations on a shareholder’s ability to re-sell shares of the Company’s common stock.
Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTCQB Market (“OTCQB”), investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals, while some states do not have any provisions and therefore do not expressly recognize the manual exemption.
Accordingly, shares of our common stock should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
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The Company’s common stock may be classified as a penny stock, which may increase reporting obligations for any transaction and increase the burden on any potential broker.
If a public market develops for our securities following a business combination or asset acquisition, such securities may be classified as penny stock depending upon the market price and the manner in which they are traded. The SEC has adopted Rule 15g-9b, which establishes the definition of a “penny stock”, for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share and that is admitted to quotation but does not trade on NASDAQ or a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules require the delivery by the broker of a document to investors, stating the risks of investment in penny stocks, the possible lack of liquidity, commissions paid, current quotation and investors’ rights and remedies, a special suitability inquiry, regular reporting to the investor and other requirements.
The Company is an Emerging Growth Company
We qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. These provisions include:
A requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis included in an initial public offering registration statement;
| ● | An exemption to provide less than five years of selected financial data in an initial public offering registration statement; | |
| ● | An exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting; | |
| ● | An exemption from compliance with any new or revised financial accounting standards until they would apply to private companies; | |
| ● | An exemption from compliance with any new requirement adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statement of the issuer; and reduced disclosure about our executive compensation arrangements |
An emerging growth company is also exempt from Section 404(b) of the Sarbanes Oxley Act, which requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such time as we cease being a Smaller Reporting Company.
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As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Exchange Act, which require stockholder approval of executive compensation and golden parachutes.
Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We would cease to be an emerging growth company upon the earliest of:
| ● | The first fiscal year during which our total annual gross revenues were $1.235 billion or more; | |
| ● | The first fiscal year following the fifth anniversary of the filing of this Form 10; | |
| ● | The date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or | |
| ● | The date on which we are deemed to be a large accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934. |
The Company is a smaller reporting company, and if the Company takes advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make the securities of the Company less attractive to investors and may make it more difficult to compare the Company’s performance with other public companies.
The Company is a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the Company’s common stock held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30th, or (2) the Company’s annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of the Company’s common stock held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent the Company takes advantage of such reduced disclosure obligations, it may also make comparison of the Company’s financial statements with other public companies difficult or impossible.
Your percentage of ownership in the Company may be diluted in the future.
Your percentage ownership in the Company may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including shares issued in connection with a business combination and equity awards that we expect will be granted to our directors, officers and employees, whether prior to or following the closing of a business combination or asset acquisition.
Certain provisions in our articles of incorporation and bylaws, as amended, and of Nevada law, may prevent or delay an acquisition of the Company, which could decrease the trading price of our common stock.
Our articles of incorporation and our bylaws, as well as Nevada corporate law, contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the acquirer and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:
| ● | the inability of our stockholders to call a special meeting; | |
| ● | limitations on the ability of our stockholders to present proposals or nominate directors for election at stockholder meetings; | |
| ● | the right of our board of directors to issue preferred stock without stockholder approval; and | |
| ● | the ability of our directors to fill vacancies on our board of directors. |
Nevada law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock.
We believe these provisions may help protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make our Company immune from takeovers. In addition, although we believe these provisions collectively provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our board of directors, they would apply even if the offer may be considered beneficial by some stockholders. These provisions may also frustrate or prevent any attempts by our stockholders to replace or remove our current management team by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.
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We do not expect to pay any cash dividends for the foreseeable future.
We have not declared any cash dividends. We currently intend to retain any future earnings to finance our business operations, which involve only the search for a target business or assets, and, therefore, we do not anticipate that we will pay any cash dividends on shares of our common stock in the foreseeable future. Any determination to pay dividends in the future, whether before or after a business combination or asset acquisition, will be at the discretion of our board of directors and will be dependent upon our future financial condition, results of operations and capital requirements, general business conditions and other relevant factors as determined by our board of directors. Accordingly, if you purchase shares of our common stock, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock. See “Dividend Policy.”
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, whether before or following the closing of a business combination or asset acquisition, our stock price and any trading volume could decline.
The trading market for our securities, whether before or following the closing of a business combination or asset acquisition, depends in part on the research and reports that industry or financial analysts publish about us or our business. We do not influence or control the reporting of these analysts. If one or more of the analysts who do cover us downgrade or provide a negative outlook on our company or our industry, or the stock of any of our competitors, the price of our common stock could decline. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause the price of our common stock to decline.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures: Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and interim financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures: As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and interim financial officer, of the effectiveness of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that as of September 30, 2024, the end of the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting: The Company also carried out an evaluation of the internal control over financial reporting to determine whether any changes occurred during the fiscal quarter ended June September 30, 2024. Based on such evaluation, there have been a few internal changes in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
We determined that control deficiencies existed that constituted material weaknesses, as described below:
● lack of documented policies and procedures;
● the lack of an audit committee;
● there is a risk of management override, given that our officers have a high degree of involvement in our day-to-day operations;
● there is no effective separation of duties, which includes monitoring controls, between the members of management.
Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. As a result, we have been unable to improve our internal controls over financial reporting during the quarter ending June 30, 2025. However, to the extent possible, we will implement procedures to ensure that the initiation of transactions, the custody of assets, and the recording of transactions will be performed by separate individuals. Management is currently evaluating the steps to address these material weaknesses.
Accordingly, these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls.
|
Exhibit
Number |
Description | |
| 4.1 | Nicosel $ 210,000 | |
| 4.2 | SPA LGH Investments | |
| 4.3 | Execution Copy Kips Bay | |
| 4.4 | SPA Charterhouse | |
| 4.5 | Warrant Agreement | |
| 4.48 | Nicosel $ 50,000 | |
| 31.1 | Principal Executive Officer certification | |
| 31.2 | Principal Financial Officer Certification | |
| 32 | Certification | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal proceedings against the company at this time
Item 1A. Risk Factors.
Set forth any material changes from risk factors as previously disclosed in the registrant’s Form 10-K (§249.310) in response to Item 1A. to Part 1 of Form 10-K. Smaller reporting companies are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of Equity Securities
Item 3. Defaults Upon Senior Securities.
There were no material defaults during this reporting period
Item 5. Other Information.
On April 4 th the company filed an 8K regarding the engagement of LAO Professional Services as the Company’s independent registered public accounting firm to perform the year end audit for the period ending 12/31/2024. The Company’s previous auditor Olayinka Oyebola & Co were dismissed due to charges brought against this entity by the SEC relating to securities fraud.
On May 13, 2025 an 8K was filed regarding the company entering into a Securities Purchase Agreement with an investor for up to $11,111,111 in principal amount of original issue discount convertible promissory note financing. The company received an initial tranche of $ 566,666 from which it received $ 510,000 We refer to our 8K filing for further details.
On June 9, 2025 an 8K was filed announcing that the board of directors had approved a special dividend package to shareholders on record as of June 5, 2025. Shareholders would receive 1 warrant for every 10 shares owned at an exercise price of $ 4 per share.
On June 18, 2025 the company filed an 8K regarding a share purchase agreement with Charter House Financial AU where GivBux would issue up to 5,000,000 shares in order to acquire 100% of the private company. GivBux intended to offer gold as a commodity to its members through the GivBux Super App. This material event was scheduled to close on July 13, 2025 but Charter House Financial AU has not been able to provide the required closing documents to meet the requirements of the agreement and the company does not anticipate moving forward with the agreement.
On July 15, 2025 the company filed a form S-1 registration statement relating to the offering and resale by Kips Bay Select LP of 34,523,278 shares. An amendment was filed 8 days later as a result of initial comments by the SEC. This registration statement is filed in relation to the Securities Purchase Agreement entered into on May 13, 2025 with Kips Bay Select LP
Certification Financial Statements
We hereby certify that to the best of our knowledge, the financial statements are true and complete and represent fairly the financial situation of the company.
This filing complies with SEC rules and regulations and adheres to financial reporting standards
Certification of disclosure in Reports
We confirm that the information contained in this report is accurate and does not contain any misleading information.
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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.
| GivBux Inx | ||
| (Registrant) | ||
| August 13, 2025 | ||
| Date | ||
| Umesh Singh CEO (Principal Executive Officer) | ||
| (Signature) ** | ||
| August 13, 2025 | ||
| Date | ||
| Michael Arnkvarn ( Principal Financial Officer) | ||
| (Signature) ** |
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