QUARTERLY REPORT

 

For the quarterly period ended March 31, 2021

 

 

 

A picture containing drawing, clock

Description automatically generated

 

 

Doofus Corporation

 

 

 

021-344061

(Securities and Exchange Commission File Number)

 

 

Delaware
(State of Incorporation or Organization)

37-1836035
(I.R.S. Employer Identification Number)

 

 

Hardturmstrasse 161, 8005 Zurich

Switzerland

(Address of Principal Executive Offices)

 

+41 44 551 00 05

(Telephone Number)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The number of shares of common stock outstanding as of March 31, 2021 was 509,500,000.

TABLE OF CONTENTS

 

 

 

Page

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements

3

 

Balance Sheets as of March 31, 2021 and December 31, 2020

3

 

Statements of Operations for the Three Months Ended March 31, 2021 and March 31, 2020

4

 

Statements of Comprehensive Loss for the Three Months Ended March 31, 2021 and March 31, 2020

5

 

Statements of Stockholders’ Equity for the Three Months Ended March 31, 2021 and March 31, 2020

6

 

Statements of Cash Flows for the Three Months Ended March 31, 2021 and March 31, 2020

7

 

Notes to Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

16

Item 4.

Controls and Procedures

17

 

 

 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

18

Item 1. A.

Risk Factors

18

Item 2.

Sales or Issues of Unregistered Equity Securities and Use of Proceeds

32

Item 3.

Signature

33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

 

·        our ability to attract and retain users and increase their level of engagement;

·        our plans regarding health and safety and our other top priorities, including our expectations regarding the impact on our reported metrics, policies and enforcement;

·        the impact of the COVID-19 pandemic and related responses of businesses and governments to the pandemic on our operations and personnel, and on commercial activity and on our operating results;

·        our ability to develop new products, product features and services, improve our existing products and services, including and increase the value of our products and services;

·        our business strategies, plans and priorities, including our plans for growth and hiring, investment in our research and development efforts and our plans to scale capacity and enhance capability and reliability of our infrastructure, including capital expenditures relating to infrastructure;

·        our work to increase the stability, performance, development velocity and scale of our products;

·        our ability to provide content from third parties, including our ability to secure content on terms that are acceptable to us;

·        our expectations regarding our user growth and growth rates and related opportunities;

·        our ability to increase our revenue and our revenue growth rate;

·        our ability to monetize and improve monetization of our products and services;

·        our future financial performance, including revenue, cost of revenue, operating expenses, including stock-based compensation and income taxes;

·        our expectations regarding certain deferred tax assets and fluctuations in our tax expense and cash taxes;

·        the impact of privacy and data protection laws and regulations;

·        the impact of content-related legislation or regulation;

·        our expectations on future litigation or the decisions of the courts;

·        the effects of trends on our results of operations;

·        the impact of our future transactions and corporate structuring on our income and other taxes;

·        the sufficiency of our cash and cash equivalents together with cash generated from operations to meet our working capital and capital expenditure requirements;

·        our ability to timely and effectively develop, invest in, scale and adapt our existing technology and network infrastructure;

·        our ability to successfully acquire and integrate companies and assets; and

·        our expectations regarding international operations and foreign exchange gains and losses.

 

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report.

 

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, cash flows or prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

 

The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

DOOFUS CORPORATION

 

BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

 

 

 

2021

 

2020

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 Cash and Cash Equivalents

 

 

 

 

 

 

 

$

316

 

$

225

 Prepaid Expenses and Other Current Assets

 

 

 

 

 

 

 

 

1,011

 

 

871

  Total Current Assets

 

 

 

 

 

 

 

 

1,327

 

 

1,096

Property and Equipment, Net

 

 

 

 

 

 

 

 

985

 

 

1,113

Deferred Tax Assets, Net

 

 

 

 

 

 

 

 

29,633

 

 

-

Other Assets

 

 

 

 

 

 

 

 

255

 

 

270

    Total Assets

 

 

 

 

 

 

 

$

32,200

 

$

2,479

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 Accounts Payable

 

 

 

 

 

 

 

$

22,501

 

$

5,780

 Accrued and Other Current Liabilities

 

 

 

 

 

 

 

 

67,761

 

 

58,918

 Due to Directors and Stockholders

 

 

 

 

 

 

 

 

15,756

 

 

13,540

  Total Current Liabilities

 

 

 

 

 

 

 

 

106,018

 

 

78,238

Deferred and Other Long-Term Tax Liabilities, Net

 

 

 

 

 

 

 

 

-

 

 

(29,325)

   Total Liabilities

 

 

 

 

 

 

 

 

106,018

 

 

48,913

Commitments and Contingencies (Note 13)

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 Common Stock, $0.000001 Par Value – 1,000,000,000 Shares Authorized;
 509,500,000 Shares Issued and Outstanding

 

 

 

510

 

 

510

 Additional Paid-In Capital

 

 

 

 

 

 

 

 

94,990

 

 

94,990

 Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

 

6,539

 

 

(4,920)

 Accumulated Deficit

 

 

 

 

 

 

 

 

(175,857)

 

 

(137,014)

   Total Stockholders' Equity

 

 

 

 

 

 

 

 

(73,818)

 

 

(46,434)

    Total Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

$

32,200

 

$

2,479

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DOOFUS CORPORATION

 

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

2021

 

2020

Revenue

 

 

 

 

 

 

 

$

-

 

$

-

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 Cost of Revenue

 

 

 

 

 

 

 

 

-

 

 

-

 Research and Development

 

 

 

 

 

 

 

 

-

 

 

-

 Sales and Marketing

 

 

 

 

 

 

 

 

3,000

 

 

-

 General and Administrative

 

 

 

 

 

 

 

 

30,320

 

 

1,929

  Total Costs and Expenses

 

 

 

 

 

 

 

 

33,320

 

 

1,929

Loss from Operations

 

 

 

 

 

 

 

 

(33,320)

 

 

(1,929)

Interest Expense

 

 

 

 

 

 

 

 

-

 

 

-

Interest Income

 

 

 

 

 

 

 

 

-

 

 

-

Other Expense, Net

 

 

 

 

 

 

 

 

-

 

 

-

Income Before Income Taxes

 

 

 

 

 

 

 

 

(33,320)

 

 

(1,929)

(Provision for) Benefit from Income Taxes

 

 

 

 

 

 

 

 

(110)

 

 

324

Net Loss

 

 

 

 

 

 

 

$

(33,430)

 

$

(1,605)

Net Loss per Share Attributable to Common Stockholders:

 

 

 

 

 

 

 

 

 

 

 Basic

 

 

 

 

 

 

 

$

(0.00007)

 

$

(0.000003)

 Diluted

 

 

 

 

 

 

 

$

(0.00007)

 

$

(0.000003)

Weighted-Average Shares Used to Compute Net Loss per Share Attributable to Common Stockholders:

 

 

 

 

 

 

 

 

 

 Basic

 

 

 

 

 

 

 

 

509,500,000

 

 

501,500,000

 Diluted

 

 

 

 

 

 

 

 

509,500,000

 

 

501,500,000

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DOOFUS CORPORATION

 

STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

2021

 

2020

Net Loss

 

 

 

 

 

 

 

$

(33,430)

 

$

(1,605)

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

 Change in Foreign Currency Translation Adjustment

 

 

 

 

 

 

 

 

11,459

 

 

-

Net Change in Accumulated Other Comprehensive Income

 

 

 

 

 

 

 

 

11,459

 

 

-

 Comprehensive Loss

 

 

 

 

 

 

 

$

(21,971)

 

$

(1,605)

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DOOFUS CORPORATION

 

STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2021

 

2020

 

 

 

Shares

 

Amount

 

Shares

 

Amount

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 Balance, Beginning of Period

 

 

509,500,000

 

$

510

 

501,500,000

 

$

502

  Balance, End of Period

 

 

509,500,000

 

 

510

 

501,500,000

 

 

502

Additional Paid-In Capital

 

 

 

 

 

 

 

 

 

 

 

 Balance, Beginning of Period

 

 

-

 

 

94,990

 

-

 

 

14,998

  Balance, End of Period

 

 

-

 

 

94,990

 

-

 

 

14,998

Accumulated Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 Balance, Beginning of Period

 

 

-

 

 

(4,920)

 

-

 

 

-

 Other Comprehensive Income

 

 

-

 

 

11,459

 

-

 

 

-

  Balance, End of Period

 

 

-

 

 

6,539

 

-

 

 

-

Accumulated Deficit

 

 

 

 

 

 

 

 

 

 

 

 Balance, Beginning of Period

 

 

-

 

 

(142,427)

 

-

 

 

(15,140)

 Net Loss

 

 

-

 

 

(33,430)

 

-

 

 

(1,605)

  Balance, End of Period

 

 

-

 

 

(175,857)

 

-

 

 

(16,745)

Total Stockholders' Equity

 

 

509,500,000

 

$

(73,818)

 

501,500,000

 

$

(1,245)

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DOOFUS CORPORATION

 

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

2021

 

2020

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 Net Loss

 

 

 

 

 

 

 

$

(33,430)

 

$

(1,605)

 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

 

 

 

 

 

 

  Depreciation and Amortization Expense

 

 

 

 

 

 

 

 

66

 

 

91

  Deferred Income Taxes

 

 

 

 

 

 

 

 

(307)

 

 

(324)

  Other Adjustments

 

 

 

 

 

 

 

 

-

 

 

(55)

  Changes in Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

   Prepaid Expenses and Other Assets

 

 

 

 

 

 

 

 

273

 

 

135

   Accounts Payable

 

 

 

 

 

 

 

 

17,562

 

 

(696)

   Accrued and Other Liabilities

 

 

 

 

 

 

 

 

12,351

 

 

16

    Net Cash Used in Operating Activities

 

 

 

 

 

 

 

 

(3,485)

 

 

(2,438)

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 Purchases of Property and Equipment

 

 

 

 

 

 

 

 

-

 

 

(1,821)

    Net Cash Used in Investing Activities

 

 

 

 

 

 

 

 

-

 

 

(1,821)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 Proceeds from Debt

 

 

 

 

 

 

 

 

2,332

 

 

4,703

    Net Cash Provided by Financing Activities

 

 

 

 

 

 

 

 

2,332

 

 

4,703

Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash

 

 

 

 

 

(1,153)

 

 

444

Foreign Exchange Effect on Cash, Cash Equivalents and Restricted Cash

 

 

 

 

 

1,563

 

 

-

Cash, Cash Equivalents and Restricted Cash at Beginning of Period

 

 

 

 

 

(94)

 

 

369

Cash, Cash Equivalents and Restricted Cash at End of Period

 

 

 

 

 

 

 

$

316

 

$

813

Supplemental Disclosures of Non-Cash Investing and Financing Activities

 

 

 

 

 

 

 Changes in Accrued Property and Equipment Purchases

 

 

 

 

 

 

 

$

-

 

$

(1,821)

Reconciliation of Cash, Cash Equivalents and Restricted Cash as Shown in the Statements of Cash Flows

 

 

 

 

 

 

 

 Cash and Cash Equivalents

 

 

 

 

 

 

 

 

316

 

 

813

 Restricted Cash Included in Prepaid Expenses and Other Current Assets

 

 

 

 

 

-

 

 

-

 Restricted Cash Included in Other Assets

 

 

 

 

 

 

 

 

255

 

 

-

  Total Cash, Cash Equivalents and Restricted Cash

 

 

 

 

 

 

 

$

571

 

$

813

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DOOFUS CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

Note 1. Description of Business and Summary of Significant Accounting Policies

 

Description of Business

 

Doofus Corporation (the “Corporation”) was incorporated in Delaware on August 29, 2016 and is headquartered in Zurich, Switzerland. The Corporation is engaged in the business of computer and software services.

 

Fiscal Year

 

The Corporation’s fiscal year ends on December 31.

 

Basis of Presentation

 

The accompanying balance sheets as of March 31, 2021 and December 31, 2020 and the statements of operations, the statements of comprehensive loss, statements of stockholders’ equity and the statements of cash flows for the three months ended March 31, 2021 and March 31, 2020, respectively, are unaudited.

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). The unaudited financial statements reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Corporation’s financial position, results of operations and cash flows for the interim periods but are not necessarily indicative of the results expected for the full fiscal year or any other period.

 

Use of Estimates

 

The preparation of the Corporation’s financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Corporation’s estimates. To the extent that there are material differences between these estimates and actual results, the Corporation’s financial condition or operating results will be affected. The Corporation bases its estimates on past experience and other assumptions that the Corporation believes are reasonable under the circumstances, and the Corporation evaluates these estimates on an ongoing basis.

 

Recent Accounting Pronouncements

 

There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2021, as compared to the recent accounting pronouncements described in the Corporation's Financial Statements for the fiscal year ended December 31, 2020, that are of significance or potential significance to the Corporation.

 

Significant Accounting Policies

 

There have been no material changes to the Corporation’s significant accounting policies from its Financial Statements for the fiscal year ended December 31, 2020.

 

 

Note 2. Revenue

 

Revenue Recognition

 

The Corporation is pre-revenue and will derive its revenues from subscription fees, which are comprised of once-off and recurring subscription fees.

 

 

Note 3. Cash and Cash Equivalents

 

Cash and cash equivalents consist of the following:

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

 

 

 

2021

 

2020

Cash

 

 

 

 

 

 

 

$

316

 

$

225

 Total

 

 

 

 

 

 

 

$

316

 

$

225

 

 

Note 4. Fair Value Measurements

 

The Corporation measures its cash equivalents at fair value.

 

 

Note 5. Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets consist of the following:

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

 

 

 

2021

 

2020

Prepaid Expenses

 

 

 

 

 

 

 

$

959

 

$

871

Tax Receivable

 

 

 

 

 

 

 

 

52

 

 

-

 Total

 

 

 

 

 

 

 

$

1,011

 

$

871

 

 

Note 6. Depreciation

 

Property and equipment are stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets as follows:

 

Computer, Equipment and Software

 

 

 

 

 

3 to 9 years

Furniture and Fixtures

 

 

 

 

 

3 to 9 years

Leasehold Improvements

 

 

 

 

 

The remaining lease term or up to 10 years

 

When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts and any loss on such retirement is reflected in operating expenses.

 

 

Note 7. Property and Equipment, Net

 

The following tables set forth property and equipment, net by type and by geographic area for the periods presented:

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

 

 

 

2021

 

2020

Computers, Equipment and Software

 

 

 

 

 

 

 

$

1,666

 

$

1,765

 Total

 

 

 

 

 

 

 

 

1,666

 

 

1,765

Less: Accumulated Depreciation and Amortization

 

 

 

 

 

 

 

 

(681)

 

 

(652)

 Property and Equipment, Net

 

 

 

 

 

 

 

$

985

 

$

1,113

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

 

 

 

2021

 

2020

Property and Equipment, Net:

 

 

 

 

 

 

 

 

 

 

 

 

 Switzerland

 

 

 

 

 

 

 

$

985

 

$

1,113

 United States

 

 

 

 

 

 

 

 

-

 

 

-

  Total Property and Equipment, Net

 

 

 

 

 

 

 

$

985

 

$

1,113

 

 

Note 8. Other Assets

 

The following table presents the detail of other assets for the periods presented:

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

 

 

 

2021

 

2020

Security Deposits

 

 

 

 

 

 

 

$

255

 

$

270

 Total

 

 

 

 

 

 

 

$

255

 

$

270

 

 

 

 

 

 

 

Note 9. Accrued and Other Current Liabilities

 

The following table presents the detail of accrued and other current liabilities for the periods presented:

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

 

 

 

2021

 

2020

Accrued Compensation

 

 

 

 

 

 

 

$

66,884

 

$

49,292

Accrued Social Security

 

 

 

 

 

 

 

 

(199)

 

 

9,088

Accrued Tax Liabilities

 

 

 

 

 

 

 

 

1,076

 

 

230

Bank Overdraft

 

 

 

 

 

 

 

 

-

 

 

308

 Total

 

 

 

 

 

 

 

$

67,761

 

$

58,918

 

 

Note 10. Net Loss per Share

 

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period.

 

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, including potential dilutive common stock instruments.

 

The following table presents the calculation of basic and diluted net loss per share for periods presented:

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

2021

 

2020

Basic Net Loss per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 Numerator

 

 

 

 

 

 

 

 

 

 

 

 

  Net Loss

 

 

 

 

 

 

 

$

(33,430)

 

$

(1,605)

 Denominator

 

 

 

 

 

 

 

 

 

 

 

 

  Weighted-Average Common Shares Outstanding

 

 

 

 

 

 

 

 

509,500,000

 

 

501,500,000

  Weighted-Average Shares Used to Compute Basic Net Loss per Share

 

 

 

 

 

509,500,000

 

 

501,500,000

 Basic Net Loss per Share Attributable to Common Stockholders

 

 

 

 

$

(0.00007)

 

$

(0.000003)

Diluted Net Loss per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 Numerator

 

 

 

 

 

 

 

 

 

 

 

 

  Net Loss

 

 

 

 

 

 

 

$

(33,430)

 

$

(1,605)

 Denominator

 

 

 

 

 

 

 

 

 

 

 

 

  Number of Shares Used in Basic Computation

 

 

 

 

 

 

 

 

509,500,000

 

 

501,500,000

  Weighted-Average Shares Used to Compute Diluted Net Loss per Share

 

 

 

 

 

509,500,000

 

 

501,500,000

 Diluted Net Loss per Share Attributable to Common Stockholders

 

 

 

 

$

(0.00007)

 

$

(0.000003)

 

 

Note 11. Stockholders' Equity

 

2020 Equity Incentive Plan

 

The Corporation’s 2020 Equity Incentive Plan was adopted by the Board of Directors on May 15, 2020 and approved by shareholders on June 24, 2020. The number of shares of the Corporation’s common stock available for issuance under the 2020 Equity Incentive Plan is 100,000,000. Under the 2020 Equity Incentive Plan, the Corporation may grant incentive stock options, non-statutory stock options and restricted stock to directors, officers, employees, and consultants.

 

Restricted Common Stock

 

The Corporation has granted restricted common stock to its directors. Vesting of this stock is dependent on the respective continued service at the Corporation for a requisite service period, which is generally up to five years from the issuance date, and the Corporation has the right to repurchase the unvested shares upon termination of service. The fair value of the restricted common stock issued to directors is recorded as compensation expense on a straight-line basis over the requisite service period.

 

The Corporation had 16 million shares of unvested restricted common stock as of March 31, 2021 and December 31, 2020, respectively. The Corporation's restricted common stock activity was not material during the three months ended March 31, 2021.

 

 

Note 12. Income Taxes

 

The Corporation’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter, the Corporation updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision.

 

The Corporation recorded an income tax provision of $110 and an income tax benefit $324 for the three months ended March 31, 2021 and March 31, 2020, respectively. The Corporation’s effective tax rate is based on forecasted annual results which may fluctuate significantly through the rest of the year.

 

As of March 31, 2021, the Corporation had $29,633 of deferred tax assets which could result in a reduction of the Corporation’s effective tax rate, if recognized.

 

The Corporation is subject to taxation in the United States and various states and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The material jurisdictions in which the Corporation is subject to potential examination by taxing authorities include the United States and Switzerland. The Corporation believes that adequate amounts have been provided for in these jurisdictions.

 

 

Note 13. Commitments and Contingencies

 

Credit Facility

 

The Corporation has a revolving credit agreement with certain directors and stockholders which provides for a $50,000 unsecured revolving credit facility maturing on August 28, 2021. The Corporation is not obligated to pay interest on loans under this credit facility or other customary fees for a credit facility of this size and type, including an upfront fee and an unused commitment fee. As of March 31, 2021, $15,756 had been drawn under the credit facility compared to $7,584 for the three months ended March 31, 2020.

 

Contractual Obligations

 

The Corporation had no contractual commitments for the three months ended March 31, 2021 and March 31, 2020, respectively.

 

Legal Proceedings

 

The Corporation was not involved in any legal proceedings, claims, investigations, and government inquiries and investigations for the three months ended March 31, 2021 and March 31, 2020, respectively.

 

Non-Income Taxes

 

The Corporation was not subject to any non-income tax audits by domestic or foreign tax authorities for the three months ended March 31, 2021 and March 31, 2020, respectively.

 

 

Note 14. Related Party Transactions

 

No related party transactions, other than the revolving credit agreement with certain directors and stockholders disclosed in Note 13, occurred for the three months ended March 31, 2021 and March 31, 2020, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes thereto included in Item 1 “Financial Statements” in this Quarterly Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this Quarterly Report.

 

Overview and Highlights of Quarterly Results

 

The Corporation was pre-revenue for the three months ended March 31, 2021, and for the three months ended March 31, 2020.

 

Net loss was $33,430 for the three months ended March 31, 2021, compared to net loss of $1,605 for the three months ended March 31, 2020.

 

Loss from operations was $33,320 for the three months ended March 31, 2021, compared to loss from operations of $1,929 for the three months ended March 31, 2020.

 

Cash, cash equivalents and restricted cash totaled $571 as of March 31, 2021.

 

COVID-19 Update

 

The COVID-19 pandemic has resulted in public health responses including travel bans, restrictions, social distancing requirements, and shelter-in-place orders, which could negatively impact our operations and financial performance, including our ability to raise funding.

 

Our business, operations and financial performance have been, and may in the future be, negatively impacted by the COVID-19 pandemic. Our past results may not be indicative of our future performance, and historical trends in revenue, income (loss) from operations, net income (loss), and net income (loss) per share may differ materially. The risks related to the COVID-19 pandemic on our business are further described in “Part II – Other Information, Item 1A. Risk Factors.”

 

Results of Operations

 

The following tables set forth our statements of operations data for each of the periods presented:

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

2021

 

2020

Revenue

 

 

 

 

 

 

 

$

-

 

$

-

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 Cost of Revenue

 

 

 

 

 

 

 

 

-

 

 

-

 Research and Development

 

 

 

 

 

 

 

 

-

 

 

-

 Sales and Marketing

 

 

 

 

 

 

 

 

3,000

 

 

-

 General and Administrative

 

 

 

 

 

 

 

 

30,320

 

 

1,929

  Total Costs and Expenses

 

 

 

 

 

 

 

 

33,320

 

 

1,929

Loss from Operations

 

 

 

 

 

 

 

 

(33,320)

 

 

(1,929)

Interest Expense

 

 

 

 

 

 

 

 

-

 

 

-

Interest Income

 

 

 

 

 

 

 

 

-

 

 

-

Other Expense, Net

 

 

 

 

 

 

 

 

-

 

 

-

Income Before Income Taxes

 

 

 

 

 

 

 

 

(33,320)

 

 

(1,929)

Benefit for Income Taxes

 

 

 

 

 

 

 

 

(110)

 

 

324

Net Loss

 

 

 

 

 

 

 

$

(33,430)

 

$

(1,605)

Net Loss per Share Attributable to Common Stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 Basic

 

 

 

 

 

 

 

$

(0.00007)

 

$

(0.000003)

 Diluted

 

 

 

 

 

 

 

$

(0.00007)

 

$

(0.000003)

Weighted-Average Shares Used to Compute Net Loss per Share Attributable to Common Stockholders:

 

 

 

 

 

 

 

 

 

 Basic

 

 

 

 

 

 

 

 

509,500,000

 

 

501,500,000

 Diluted

 

 

 

 

 

 

 

 

509,500,000

 

 

501,500,000

 

 

Revenue

 

No revenue was generated for the three months ended March 31, 2021 and March 31, 2020, respectively.

 

Cost of Revenue

 

No cost of revenue was incurred for the three months ended March 31, 2021 and March 31, 2020, respectively.

 

Research and Development

 

No research and development costs were incurred for the three months ended March 31, 2021 and March 31, 2020, respectively.

 

Sales and Marketing

 

Sales and marketing expenses consist primarily of personnel-related costs, including salaries, commissions, benefits, and stock-based compensation for our employees engaged in sales, sales support, business development and media, marketing, corporate communications, and customer service functions. In addition, marketing and sales-related expenses also include advertising costs, market research, trade shows, branding, marketing, public relations costs, amortization of acquired intangible assets, allocated facilities costs, and other supporting overhead costs.

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

2021

 

2020

 

% Change

Sales and Marketing

 

 

 

 

$

3,000

 

$

-

 

100%

Sales and Marketing as a Percentage of Revenue

 

 

 

 

 

-

 

 

-

 

 

 

In the three months ended March 31, 2021, sales and marketing expenses increased by $3,000 compared to the three months ended March 31, 2020. The increase was attributable to a $3,000 increase in personnel-related costs mainly driven by an increase in employee headcount.

 

We continue to evaluate key areas in our business to ensure we have an appropriate level of sales and marketing expenses to execute on our key priorities and objectives. We expect that sales and marketing expenses will increase in absolute U.S. dollar amounts and vary as a percentage of revenue over time.

General and Administrative

 

General and administrative expenses consist primarily of personnel-related costs, including salaries and benefits for our executive, administrative, finance, human resources, legal, technology and other employees. In addition, general and administrative expenses include fees and costs for professional services, including third-party services and facilities costs and other supporting overhead costs that are not allocated to other departments.

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

2021

 

2020

 

% Change

General and Administrative

 

 

 

 

$

30,320

 

$

1,929

 

1,472%

General and Administrative as a Percentage of Revenue

 

 

 

 

 

-

 

 

-

 

 

 

In the three months ended March 31, 2021, general and administrative expenses increased by $28,391 compared to the three months ended March 31, 2020. The increase was attributable to an increase in personnel-related costs mainly driven by an increase in employee headcount, facilities, and other supporting overhead expenses.

 

We plan to continue to invest in general and administrative functions to ensure we have an appropriate level of support for our key priorities and objectives.

 

Interest Expense

 

No interest expense was incurred for the three months ended March 31, 2021 and March 31, 2020, respectively.

 

Interest Income

 

No interest income was generated for the three months ended March 31, 2021 and March 31, 2020, respectively.

 

Other Expense, Net

 

No other expense was incurred for the three months ended March 31, 2021 and March 31, 2020, respectively.

 

 

(Provision for) Benefit from Income Taxes

 

Our provision for, or benefit from, income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions. Our tax provision for, or benefit from, income taxes for interim periods has generally been determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any. Under certain circumstances where we are unable to make a reliable estimate of the annual effective tax rate, the accounting standard permits the use of the actual effective tax rate for the year-to-date period. In the first quarter of 2021, we used this approach because we were unable to reasonably estimate our annual effective rate due to the variability of the rate as a result of fluctuations in forecasted income or loss, and the effects of being taxed in multiple tax jurisdictions.

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

 

2021

 

2020

(Provision for) Benefit from Income Taxes

 

 

 

 

 

 

 

$

(110)

 

$

324

 

We recorded a provision for income taxes of $110 for the three months ended March 31, 2021, and a benefit from income taxes of $324 for the three months ended March 31, 2020, respectively. The increased provision for income taxes was primarily due to a foreign tax accrual.

 

Our effective tax rate could be affected by our jurisdictional mix of income or loss before taxes, including our allocation of centrally-incurred costs to foreign jurisdictions, changes in tax rates and tax regulations, the impact of tax examinations, the impact of business combinations, changes in our corporate structure, changes in the geographic location of business functions or assets, tax effects of stock-based compensation, and changes in management's assessment of the ability to realize deferred tax assets. In addition, the provision is impacted by deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

 

Liquidity and Capital Resources

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

March 31,