UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to _____________
Commission file number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
+ 1-
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | CNNN | N/A |
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐
Yes ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐
Yes ☒
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 and 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes
☒
The aggregate market value of common stock held
by non-affiliates of the registrant was approximately $
The number of shares of the registrant's common stock outstanding on March 1, 2024 was .
CONNEXIONONE CORP.
FORMERLY ALTERNATIVE FUEL TECHNOLOGIES, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
| i |
Use of Certain Defined Terms
Except as otherwise indicated by the context, references in this report to “ConneXionONE Corp.”, “we,” “us,” “our,” “our Company”.
Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
| ii |
PART I
ITEM 1. BUSINESS
Business Overview
(a) Business Development
ConneXionONE Corp. (the “Company”) was organized under the laws of the State of Nevada on November 12, 1997, under Caspian Development Group, Inc. The Company changed its name to Zenith International, Inc. in 1999, then to Cresset Precious Metals Inc in 2001, and to its current name, Alternative Fuel Technologies, Inc. on October 2, 2007. In 2018, the Company changed its domicile to the State of North Carolina and on October 24, 2018 changed its current name to ConneXionONE Corp.
The Company was a development stage company in the business of fuel injection systems and DME fuel injection systems, for internal combustion engines. The Company filed Form 10-SB in 2002. The Company was severely delinquent in filing annual reports for the Company’s charter. In addition, the company was subject to Exchange Act reporting requirements including filing 10Q’s and 10Ks. The Company was out of compliance with Exchange Act reporting and filed a Form 15-12G to terminate their registration on September 7, 2007.
Business operations for Alternative Fuel Technologies, Inc. was abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2017.
On May 27, 2017, the Sixteenth District Court of Macomb County of Michigan granted the Application for Appointment of Receiver as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Tara Harvey (“Ms. Harvey”, the “Receiver”) receiver with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.
Upon appointment as the Receivership of the Company and under its duties stipulated by the Michigan court, Ms. Harvey took initiative to organize the business of the issuer. As Receiver, the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Nevada Secretary of State. Ms. Harvey also had authority to enter into contracts and find a suitable merger candidate. Ms. Harvey was compensated for her role as custodian in the amount of 750,000,000 shares of Restricted Common Stock. Ms. Harvey did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on November 18, 2017.
On March 13, 2018, Ms. Harvey entered into a Stock Purchase Agreement with Haining Zhang, whereby Haining Zhang purchased 750,000,000 shares of Restricted Common Stock. These shares represent the controlling block of stock. Ms. Harvey resigned her position of sole officer and director and appointed Mr. Zhang as CEO and Director of the Company.
On September 10, 2018, a change of control occurred and Changs International, LLC (controlled by Chris Chang) purchased the control block of stock. The Company also entered into a Share Exchange Agreement to acquire all of the shares of ConneXionONE Corp (“XONE Cayman”), a company incorporated in the Cayman Islands. The agreement called for the exchange of all of the shares of XONE Cayman for the equivalent of 95% of the shares of the Company. On October 24, 2018, the Company filed to amend its Articles of Incorporation and change its name to ConneXionONE Corp. Mr. Zhang resigned all of his positions as officer and director of the Company and Mr. Chris Chang was appointed sole Officer and Director.
The Company resolute to cancel the share exchange agreement in December 2019 and completed the cancellation in 2021. Upon cancellation of the share exchange agreement in December 2019, the Company no longer had control or ownership of XONE Cayman. Based upon negotiations, no shares of the Company were cancelled, and the Company moved forward with its current business plan. The cancellation of the share exchange agreement did not have an impact on the Company and its ownership and there is no impact to the Company's financial statements and footnotes. The Company changed its name to ConneXionONE Corp in 2018 in the state of North Carolina. The North Carolina corporation has no affiliation with the Cayman Islands corporation.
| 1 |
The Company ceased being a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 defines a shell company as a company that has:
| (A) | no or nominal operations; and, |
| (B) | either, |
| (1) | no or nominal assets; |
| (2) | assets consisting solely of cash and cash equivalents; or, |
| (3) | assets consisting of any amount of cash and cash equivalents and nominal other assets. |
The determination was made based on the following:
| 1) | The Company has begun business operations in the 2nd quarter of 2022 pursuant to its business plan. As such, the Company does not have nominal operations. |
| 2) | On June 1, 2022, the Company has entered into a Software Development and Operation Service Agreement with a service provider to develop and maintain its social media platform application. The Company has made a total payment of $238,000 to the service provider for the development of the platform as of September 30, 2022. Under the terms of the Agreement, the Company shall own all copyrights and intellectual property rights thereto. The initial version of the application was completed on October 27, 2022 and is available for download by the public. As such, the Company does not have assets consisting of any amount or solely of cash and cash equivalents and nominal other assets. |
Accordingly, pursuant to the status above, the Company is a development stage company that has engaged in activities that are, at a minimum, sufficient to manifest a strong commitment in pursuing a legitimate business as set forth in the Company’s business plan. Based on the business conducted by the Company since June 2022, the Company believes it ceased being a shell company and has remained a non-shell company since then based on the most recent quarterly filings.
(b) Business of Issuer
ConneXionONE Corp. formerly Alternative Fuel Technologies, Inc. is a development stage company. Our business plan includes acquisitions of operating companies. The focus of the Company’s future business involves developing and operating a decentralized social media platform. Our business plan incorporates decentralized concept of social media platforms which do not have a centralized governing body and may, at some point, provide viable alternatives to established platforms like Twitter, Instagram, Facebook and TikTok.
Our user-driven algorithm tool is designed to empower users to regain control of their social media experience. By customizing their own feeds based on their preferences and interests, users can avoid irrelevant or unwanted content and focus on what matters to them. This feature also enables users to interact with each other in a way that enhances their overall experience on the platform, creating a more personalized and engaging social network.
Our social media platform also incorporates AI-powered content creation assistance feature by analyzing the user's input and providing suggestions to improve the quality and relevance of the content. When a user is creating a post, the AI algorithm will analyze the text and make suggestions for better word choices, grammar corrections, and even provide topic suggestions to improve engagement. The user can then choose to accept or reject these suggestions, making it a customizable and personalized experience. This feature aims to help users create better content more efficiently and effectively, ultimately enhancing their experience on the platform.
Our social media platform values user participation, as we believe that users are the core reason why social media platforms exist; we have implemented a unique reward system that allows users to earn rewards by engaging and interacting with the content on our platform. Whether it's liking a post, leaving a comment, or sharing a video, every action taken by the user is rewarded that can be exchanged for various perks and benefits. This incentivizes users to be more active on the platform and create a vibrant and engaging community. By putting the power back into the hands of the users, we hope to create a more user-friendly and democratic social media experience that is enjoyable for everyone involved.
| 2 |
Moreover, our creator's marketplace feature allows users to monetize their own unique content by licensing it to local businesses or brands for advertising and marketing purposes. This provides an opportunity for content creators to earn income from their work and also ensures that advertisers have access to high-quality, relevant content.
We feel that our business plan addresses the need for additional development in the decentralized social media industry.
User-driven algorithm is a tool for users to gain control of the social networking platform. Our decentralized social media (“DSM”) platform is a sharing/consortium platform that will benefit Users, Creators, Advertisers, and Content Providers.
DSM Platform comprises of 4 major components, Content Aggregator, Mobile Advertising Mediation, User-driven algorithm, and creator’s marketplace:
Content Aggregator: analyzes the content type and formats (text/picture and video) · sorts and distributes appropriate content to users’ app based on user preferences · categorizes, matches, and tags content with suitable/appropriate advertisements.
Mobile Advertising Mediation: accepts mobile ads from businesses, product/service providers, ad agencies, etc. · categorizes, matches, and associates the received ads with the most relevant and appropriate contents · Distributes ads with associated content to users’ mobile app.
User-driven algorithm: provides users with the ability to customize their own feeds based on their preferences and interests, allows users to interact with each other in a way that enhances their overall experience on the platform.
Creator's marketplace: allows users to license their own unique content to local businesses or brands for advertising and marketing purposes.
The analysis will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts to analyze potential business plan, we intend to consider the following factors:
| · | Potential for growth, indicated by anticipated market expansion or new technology; | |
| · | Competitive position as compared to other DSM platforms of similar size and experience within the social media within the industry as a whole | |
| · | Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance, and other required items | |
| · | Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources | |
| · | The extent to which the business opportunity can be advanced in the marketplace; and | |
| · | Other relevant factors |
In applying the foregoing criteria, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and completing our business plan.
We are unable to predict when we will, if ever, identify and implement our business plan. We anticipate that proposed business plan would be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.
As of this filing, we have not raised any capital and our business is under development stage, and the Company is focused on raising capital for its business plans. We have engaged developers and started the development of our first mobile app for the decentralized social media platform of the Company.
On July 29, 2022, the Company’s board and shareholders have approved the following actions by amending the Company’s Amended Articles of Incorporation to effect:
| (1) | a corporate name changed from Alternative Fuel Technologies, Inc. to ConneXionONE Corp.; and | |
| (2) | a one-for-one thousand (1:1,000) reverse stock split of the Company’s class of common stock with all other aspects to remain unchanged. Both the Reverse Stock Split and the Name Change were effective on April 17, 2023. |
| 3 |
As a result of the Reverse Stock Split, every 1,000 shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole number. The Reverse Stock Split reduced the number of shares of Common Stock outstanding from approximately 71,850,033,691 shares to approximately 71,850,644 shares, subject to further adjustment for the rounding up of fractional shares.
Following the Name Change, any stock certificates that reflect the former name of the Company will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
The Common Stock began trading on a reverse stock split-adjusted basis on the OTC Market on April 17, 2023. The trading symbol for the Common Stock following the Reverse Stock Split and the Name Change is “CNNN.” The new symbol will be changed to “CNNN”. The new CUSIP number for the Common Stock following the Reverse Stock Split and the Name Change is 208211102.
On June 1, 2022, the Company has entered into a Software Development and Operation Service Agreement with a developer to develop and maintain its social media platform application. The Company has made a total payment of $442,000 to the developer as of December 31, 2023. The Company is a development stage company pursuing an actual business in accordance to the business plans where it has entered into development agreement with a developer and incurred material expenditures for the development of the platform.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
ITEM 1C. CYBERSECURITY
None.
ITEM 2. PROPERTIES
The Company does not own any real estate or other properties and has not entered into any long-term lease or rental agreements for property.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
| 4 |
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Common Stock is quoted on OTC markets. It is currently quoted on OTC Markets under the symbol CNNN and there is limited liquidity in the public trading market for the class of common equity. Although our stock is quoted on OTC markets, the existence of limited or sporadic quotations should not of itself be deemed to constitute an established public trading market. There is no established public trading market for our shares.
The Company is under the OTC Markets “Pink Current Information” designation. This designation is given when a company has current information, either to the SEC, the Company’s home country regulator, or directly to OTC Markets Group. The Company’s stock is not eligible for proprietary broker-dealer quotations. All quotes in the Company’s stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making.
Stockholders
As of December 31, 2023, there are approximately 183 holders of an aggregate of 73,050,644 shares of our Common Stock issued and outstanding.
Dividends
We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize all available funds for the development of the Registrant’s business.
Issuer Purchases of Equity Securities
There were no repurchases of our common stock during the year ended December 31, 2023.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.
| 5 |
Business Overview
ConneXionONE Corp. (the “Company”) began active business operation pursuant to its business plan which is to develop and operate a decentralized social media platform that does not have a centralized governing body and may, at some point, provide viable alternatives to established platforms like Twitter, Instagram, Facebook and TikTok.
Recent Developments
The Company ceased being a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 defines a shell company as a company that has:
| (A) | no or nominal operations; and, | |
| (B) | either, |
| a. | no or nominal assets; | |
| b. | assets consisting solely of cash and cash equivalents; or, | |
| c. | assets consisting of any amount of cash and cash equivalents and nominal other assets. |
The determination was made based on the following:
| 1) | The Company has begun business operations in the 2nd quarter of 2022 pursuant to its business plan. As such, the Company does not have nominal operations. | |
| 2) | On June 1, 2022, the Company has entered into a Software Development and Operation Service Agreement with a service provider to develop and maintain its social media platform application. The Company has made a total payment of $238,000 to the service provider for the development of the platform as of September 30, 2022. Under the terms of the Agreement, the Company shall own all copyrights and intellectual property rights thereto. The initial version of the application was completed on October 27, 2022 and is available for download by the public. As such, the Company does not have assets consisting of any amount or solely of cash and cash equivalents and nominal other assets. |
Accordingly, pursuant to the status above, the Company is a development stage company that has engaged in activities that are, at a minimum, sufficient to manifest a strong commitment in pursuing a legitimate business as set forth in the Company’s business plan. Based on the business conducted by the Company since June 2022, the Company believes it ceased being a shell company and has remained a non-shell company since then based on the most recent quarterly filings.
Going Concern
Our auditor has indicated in their reports on our financial statements for the year ended December 31, 2023, that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations through the sale of debt or equity securities.
Results of Operations - Years ended December 31, 2023 and 2022
Revenue
We had no revenues from operations during either December 31, 2023 or 2022.
General and Administrative Expense
General and Administrative Expenses were $1,361,229 for the year ended December 31, 2023 compared to $92,490 for the year ended December 31, 2022, an increase of $1,268,739. The increase is due to expenses incurred for other tax expenses of $226,713 management fees $20,000, other tax expenses of $226,713, and stock-based compensation $1,020,407.
| 6 |
Net Loss
We had a net loss of $1,361,229 for the year ended December 31, 2023 compared to $92,490 for the year ended December 31, 2022.
Capital Resources and Liquidity - At December 31, 2023 and 2022
Cash Used in Operating Activities
For the years ended December 31, 2023 and 2022, the Company had cash used in operating activities in the amount of $90,685 and $13,740, respectively, which were primarily due to net loss for the year, and increase in accounts payable and accrued liabilities, taxes payables, and accrued wages and salaries with an offset by share-based compensation.
Cash Provided by Investing Activities
For the years ended December 31, 2023 and 2022, the Company had cash used in investing activities in the amount of $132,000 and $379,900, respectively, for the development of its platform application.
Cash Provided by Financing Activities
For the years ended December 31, 2023 and 2022, the Company had cash provided by financing activities in the amount of $218,378 and $398,672, respectively, which consisted of working capital advances from and repayment to our CEO.
As of December 31, 2023, and 2022, we had cash and cash equivalents of $725 and $5,032, respectively.
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations.
The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.
Off Balance Sheet Arrangements
There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.
| 7 |
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The full text of the Company’s financial statements for the years ended December 31, 2023 and 2022, begins on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based on that evaluation, our management, including our Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of December 31, 2023.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management concluded that our internal control over financial reporting was not effective at December 31, 2023. 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The limitation of the Company’s internal control over financial reporting was due to the applied risk-based approach which is indicative of many small companies with limited number of staff in corporate functions. The identified weaknesses were:
| · | Material Weakness – We did not maintain effective controls over certain aspects of the financial reporting process because we (i) lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and (ii) we lacked controls over the disclosure of our business operations. |
| · | lack of segregation of duties Significant Deficiencies – Inadequate segregation of duties. |
| 8 |
We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe will mitigate the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the quarter ended December 31, 2023, no director or officer
| 9 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers and director are as follows:
| Name | Age | Position | ||
| Chris Chang | 60 | President, CFO, Chairman | ||
| Tingyu (Christine) Chang | 38 | CEO, Director | ||
| Frank J. Hariton | 74 | Director | ||
| Yulung Tso | 58 | Director | ||
| Te Wei Wu | 47 | Director |
Chris Chang, President, Chief Financial Officer, Chairman
Employment History:
CEO and Director of Alternative Fuel Technologies, Inc. - 2018 to Present
Founder and CEO of ConneXionONE - 2018 to Present
Mr. Chang is the founder, director and CFO of ConneXionONE Corp. He founded the company in 2018 and continues to be the sole officer and director. Mr. Chang has been an entrepreneur in Taiwan and US with over 25 years of experiences in the telecommunications industry covering 5 continents. He is engaged in telecommunications product development, business alliance development, global sales and marketing, and strategic planning involving VOIP services. Mr. Chang is the owner of Connection Portal, Inc. (USA), a global VoIP service provider and ConneXionONE Communications Inc. (USA), a hosted PBX service provider.
Mr. Chang’s knowledge in the telecommunications industry and his experience with startup companies make him a great fit for the position of officer and director of Alternative Fuel Technologies, Inc. He has extensive knowledge of smaller companies that require regulatory compliance. Mr. Chang has experience and good working knowledge in the areas of internal company controls and daily management of companies.
Tingyu (Christine) Chang, Chief Executive Officer, Director
Employment History:
GoSky AI, Remote (Social CRM, MarTech):
| · | Strategic Advisor, August 2022 – present | |
| · | Invited by the Founder & CEO, Fash Chang |
Pionex, Remote (Global AI-driven Crypto Exchange)
| · | VP of Marketing Strategy, September 2021 – December 2022 | |
| · | Invited by the Singapore Chairman, Yong Chan |
Veinte, Palo Alto (Virtual Learning Platform)
| · | Managing Director, February 2019 – September 2021 | |
| · | Partnered with the Silicon Lake University Board in China, Steve Liang |
Botrista Technology, Redwood City, CA (Robotics Beverage Automation Solutions startup)
| · | V.P. of Operations / Consultant, June 2019 – March 2020 | |
| · | Invited by the Founder to facilitate company growth. The Company raised $4M within one year from her onboarding and $10M the following year. |
Deep Brain Chain, San Jose, CA (An AI-driven Blockchain Startup)
| · | V.P. of North America, May 2018 – March 2019 |
| 10 |
Cheetah Mobile America, Palo Alto, CA (NYSE: CMCM): a mobile internet company, offering utility and entertaining apps to the public.
| · | Director of Global App Marketing, September 2017 – May 2018 | |
| · | Director of U.S. Marketing and Communication, February 2016 – Sep 2017 |
GWC Global, Mountain View, CA
| · | Program Manager, May 2015 – February 2016 |
Magnet Systems Inc., Palo Alto, CA
| · | Market Analyst / Project Manager, September 2013 – April 2015 |
Ms. Chang brings over a decade of valuable advisory experience specializing in go-to-market strategies, global network outreach, branding, and community building. She holds a Master of Business Administration from Johns Hopkins Carey Business School. Ms. Chang's diverse experience and proven track record in diverse roles and industries make her an excellent fit for the role of CEO at ConneXionONE Corp. Her strategic insights and leadership skills have consistently contributed to the growth and success of the organizations she has been a part of.
Frank J. Hariton, Director
Mr. Hariton is an attorney in private practice and brings over 30 years of experience as a securities attorney principally representing microcap companies and start-ups. He is admitted to practice in New York State and received his B.A and J.D. from Case Western Reserve University.
Yulung Tso, Director
Mr. Tso joins the board with over 25 years of experience in online gaming, internet, and mobile internet-related fields, along with strong business relations in the Asia region. He has expertise in investor relations, public relations, and building cross-strait business alliances. He received his Master of Accountancy and Financial Information System from Cleveland State University.
Te Wei Wu, Director
Mr. Wu founded and led the Asia operations in Taiwan for the Acorn Pacific Ventures fund since 2022. With prior 15 years of experience as Taiwan Tmall and Taobao GM of Alibaba Group, Vice President of PChome Group, and GM of the Dragons professional baseball team of CPBL, He specializes in mobile-internet industry development, utility apps, advertising systems, e-commerce, and blockchain. He received his Master of Management Information System from Carnegie Mellon University.
Director Independence
Our board of directors is currently composed of five members who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationship exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
Involvement in Legal Proceedings
To our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.
Potential Conflicts of Interest
We are not aware of any current or potential conflicts of interest with our directors or executive officers, other business interests and their involvement with the Company
| 11 |
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The Company has made no provisions for paying cash or non-cash compensation to its officer. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.
Executive Officers Compensation
| Stock | Option | All Other | |||||||||||||
| Name | Salary | Bonus | Awards | Awards | Compensation | Total | |||||||||
| Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||
| Chris Chang, President, Chief Financial Officer | 2023 | – | – | – | – | – | – | ||||||||
| 2022 | – | – | – | – | – | – | |||||||||
| Tingyu (Christine) Chang, Chief Executive Officer | 2023 | 20,000 | – | 420,407 | – | – | 440,407 | ||||||||
| 2022 | – | – | – | – | – | – | |||||||||
| Frank J. Hariton, Director | 2023 | – | – | – | – | – | – | ||||||||
| 2022 | – | – | – | – | – | – | |||||||||
| Yulong Tso, Director | 2023 | – | – | – | – | – | – | ||||||||
| 2022 | – | – | – | – | – | – | |||||||||
| Te Wei Wu, Director | 2023 | – | – | – | – | – | – | ||||||||
| 2022 | – | – | – | – | – | – |
Outstanding Equity Awards at Fiscal Year End
On November 1, 2023, Ms. Tingyu (Christine) Chang, our Chief Executive Officer ("CEO"), was granted 3,521,000 restricted stock units (“RSUs”). Each RSU represents one share of common stock, with a vesting schedule that includes 25% of the shares vesting 12 months after the vesting commencement date. The remaining shares will vest monthly over the next 36 months, contingent upon her continued employment with the Company.
We did not pay any salaries in 2022. None of our executive officers received any equity awards, including, options, restricted stock, performance awards or other equity incentives during the year ended December 31, 2022.
Employment Contracts
On November 1, 2023, Ms. Chang, CEO, signed an employment agreement with the Company. Under the terms of the agreements, Ms. Chang is entitled to receive a monthly salary of $10,000 from the date of hire until the end of January 2024, and a monthly salary of $25,000 from February 2024. As part of the agreement, Ms. Chang is granted 3,521,000 restricted stock units (“RSUs”). Each RSU represents one share of common stock, with a vesting schedule that includes 25% of the shares vesting 12 months after the vesting commencement date. The remaining shares will vest monthly over the next 36 months, contingent upon her continued employment with the Company. Ms. Chang is also entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services on our behalf. The employment agreements also contain normal and customary terms relating to confidentiality, indemnification, non-solicitation, and ownership of intellectual property.
Stock Awards Plan
The Company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.
| 12 |
Director Compensation
On July 1, 2023, four additional directors appointed as members to the board. Each director was granted 300,000 restricted stock units (“RSU’s”). Each RSU represents one share of common stock and vests as to one third of the shares covered thereby on each anniversary of the director’s service.
Director Compensation
| Name | Year |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Non-Qualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
|||||||||
| Chris Chang | 2023 | – | – | – | – | – | – | – | |||||||||
| 2022 | – | – | – | – | – | – | – | ||||||||||
| Tingyu (Christine) Chang | 2023 | – | 150,000 | – | – | – | – | 150,000 | |||||||||
| 2022 | – | – | – | – | – | – | – | ||||||||||
| Frank J. Hariton | 2023 | – | 150,000 | – | – | – | – | 150,000 | |||||||||
| 2022 | – | – | – | – | – | – | – | ||||||||||
| Yulong Tso | 2023 | – | 150,000 | – | – | – | – | 150,000 | |||||||||
| 2022 | – | – | – | – | – | – | – | ||||||||||
| Te Wei Wu | 2023 | – | 150,000 | – | – | – | – | 150,000 | |||||||||
| 2022 | – | – | – | – | – | – | – |
Board Committees
We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.
| 13 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of December 31, 2023.
Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of December 31, 2023 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
|
Amount and Nature of Beneficial Ownership Common Stock (2) |
||||||||
| Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned |
Percentage Ownership of Shares of Common Stock |
||||||
|
Changs International LLC (1) Chris Chang is control person 32679 Kenita Way Union City, CA 94587 |
25,479,654 Chris Chang, Officer and Director |
33.28 | % | |||||
|
Han-Yun Hsu No. 17, Aly 9, Ln. 79 Lida St Zhunan township, Miaoli County 350 Taiwan |
6,583,208 Beneficial owner of more than 5% |
8.60 | % | |||||
| Nien-Ting Tsai 2F, No 6. Ln. 140, Sec 7, Zohgshan N Rd, Shilin Dist Taipei Taiwan |
4,500,000 Beneficial owner of more than 5% |
5.88 | % | |||||
| 36,562,862 | 47.76 | % | ||||||
| (1) | All officers and directors as a group | |
| (2) | Based on 76,571,644 shares outstanding |
| 14 |
ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Regulation S-K, Item 4, Section C require disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange Act and that had a promoter at any time during the past five fiscal years shall:
| (i) | State the names of the promoter(s), the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or other consideration therefore received or to be received by the registrant; and |
| (ii) | As to any assets acquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired and the principle followed or to be followed in determining such amount, and identify the persons making the determination and their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant, also state the cost thereof to the promoter. |
Ms. Harvey is considered a promoter(s) under the meaning of Securities Act Rule 405. Ms. Harvey was appointed custodian of the Company and under its duties stipulated by the Nevada court. Ms. Harvey took initiative to organize the business of the issuer. As receiver, her duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the North Carolina Secretary of State. The custodian also had authority to enter into contracts and find a suitable merger candidate. In addition, Ms. Harvey was compensated for her role as custodian and paid outstanding bills to creditors on behalf of the company. The custodian has not, and will not, receive any additional compensation, in the form of cash or stock, for custodian services. The receivership was discharged on November 18, 2017.
Under Regulation S-K Item 404(c)(2) Registrants shall provide the disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a registrant that is a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell company.
As disclosed in Item 4, there are persons, Changs International LLC (controlled by Chris Chang), and Cho-Chun Miao (Chris Chang’s wife) are considered control persons and acquired control of the Company. As discussed in Item 1, Changs International, LLC purchased the majority of the Company’s Restricted Common Stock. These shares represent the controlling block of stock and were purchased from Mr. Zhang for $250,000.
Chris Chang is our CEO and President, and sole member and control person for Changs International LLC. He is not deemed to be independent under Regulation S-K (§229.407(a).
Cho-Chun Miao is the wife of our CEO, Chris Chang, but has no direct relationship with Changs International LLC, other than her relationship to its owner.
Han-Yun Hsu and Nien-Ting Tsai are shareholders owning more than 5% of the outstanding shares of our common stock.
Han-yun Hsu, Nien-Ting Tsai, have no relationship with Changs International LLC and have no relationship with the Company, other than being beneficial shareholders.
We have not established any committees of the Board of Directors.
Except as set forth above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.
Transactions with Related Persons
Mr. Chris Chang, majority shareholder, director and officer of the Company, have paid certain expenses on behalf of the Company. Such amounts are due on demand and non-interest bearing. The outstanding amount due to related parties was $872,446 and $654,068 as of December 31, 2023 and 2022, respectively.
| 15 |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Independent Auditors’ Fees
The following table represents fees billed for each of the years ended December 31 for professional audit services rendered by our independent registered public accounting firm:
| 2023 | 2022 | |||||||
| Audit fees | $ | 21,450 | $ | 33,000 | ||||
| Audit-related fees | – | – | ||||||
| Tax fees | – | – | ||||||
| All other fees | – | – | ||||||
| Total | $ | 21,450 | $ | 33,000 | ||||
| (1) | Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements. |
| (2) | Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. |
| (3) | Tax fees consist of fees for professional services rendered for tax compliance, tax advice and tax planning. |
| (4) | All other fees consist of fees for products and services provided, other than for the services reported under the headings “Audit Fees,” “Audit Related Fees” and “Tax Fees.” The Company has adopted a policy regarding the services of its independent auditors under which our independent accounting firm is not allowed to perform any service which may have the effect of jeopardizing the registered public accountant’s independence. Without limiting the foregoing, the independent accounting firm shall not be retained to perform the following: |
| · | Bookkeeping or other services related to the accounting records or financial statements | |
| · | Financial information systems design and implementation | |
| · | Appraisal or valuation services, fairness opinions or contribution-in-kind reports | |
| · | Actuarial services | |
| · | Internal audit outsourcing services | |
| · | Management functions | |
| · | Broker-dealer, investment adviser or investment banking services | |
| · | Legal services | |
| · | Expert services unrelated to the audit |
Pre-Approval Policies and Procedures
The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.
We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm.
| 16 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.
ITEM 16. 10-K SUMMARY
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
EXHIBIT INDEX
| 17 |
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.
| ConneXionONE Corp. | ||
| (Registrant) | ||
| Date: March 1, 2024 | By: | /s/ Tingyu (Christine) Chang |
| Tingyu (Christine) Chang | ||
| Chief Executive Officer | ||
| Date: March 1, 2024 | By: | /s/ Chris Chang |
| Chris Chang | ||
| Chief Financial Officer |
| 18 |
Index to Financial Statements
| F-1 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of ConneXionOne Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of ConneXionOne Corp. as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ BF Borgers CPA PC
(PCAOB ID 5041)
We have served as the Company's auditor since 2022
March 1, 2024
| F-2 |
CONNEXIONONE CORP.
BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Other current receivables and prepayments | ||||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Taxes payable | ||||||||
| Due to related party | ||||||||
| Total Current Liabilities | ||||||||
| Other liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitment & contingencies | ||||||||
| Stockholders' Deficit | ||||||||
| Common Stock, $ par value; shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated loss | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
See accompanying notes to financial statements
| F-3 |
CONNEXIONONE CORP.
STATEMENTS OF OPERATIONS
| Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Revenues | $ | $ | ||||||
| Operating expenses | ||||||||
| Professional fees | ||||||||
| Management fees | ||||||||
| Stock based compensation | ||||||||
| Other general & administrative expense | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income (Expenses) | ||||||||
| Interest income (expense) | ||||||||
| Total other income (expenses) | ||||||||
| Net loss before income tax | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per Share - Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Shares Outstanding - Basic and Diluted | ||||||||
See accompanying notes to financial statements
| F-4 |
CONNEXIONONE CORP.
STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Years Ended December 31, 2023 and 2022
| Preferred Stock Series A | Common Stock | Additional | Total | |||||||||||||||||||||||||
| Par Value, | Par Value, | paid-in | Accumulated | Stockholders' | ||||||||||||||||||||||||
| Shares | $1 | Shares | $0.001 | capital | loss | Deficit | ||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common shares issued for preferred stock converted | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance, December 31, 2022 | – | $ | – | 71,850,644 | $ | 71,851 | $ | 72,499,335 | $ | (73,931,111 | ) | $ | (1,359,925 | ) | ||||||||||||||
| Shares issued for services or compensation | – | |||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
See accompanying notes to financial statements
| F-5 |
CONNEXIONONE CORP.
STATEMENTS OF CASH FLOWS
| Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile Net loss from operations: | ||||||||
| Shares issued for services or compensation | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Other current receivables and prepayments | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Taxes payable | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Acquisition of intangible assets | ( | ) | ( | ) | ||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from related party payables | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Increase (Decrease) in Cash | ( | ) | ||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Income Taxes Paid | $ | $ | ||||||
| Interest Paid | $ | $ | ||||||
See accompanying notes to financial statements
| F-6 |
CONNEXIONONE CORP.
Formerly ALTERNATIVE FUEL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2023 and 2022
NOTE 1 – ORGANIZATION AND OPERATIONS
ConneXionONE Corp. (the “Company”) is a North Carolina corporation, was incorporated on November 12, 1997 under the laws of the State of Nevada as Caspian Development Group, Inc.
On April 1, 1999, the Company has changed the name to Zenith International, Inc. On November 28, 2001, the corporation’s name was changed to Cresset Precious Metals, Inc. The Company has changed the name to Alternative Fuel Technologies, Inc. on October 2, 2007.
On May 22, 2017, the Sixteenth District Court of Macomb County of Michigan granted the Plaintiff’s Application for Default Judgment as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed a custodian to take any Corporation actions on behalf of the Company that would further the interests of its shareholders. The Company was then redomiciled from Nevada to North Carolina.
On March 13, 2018, Ms. Harvey entered into a Stock Purchase Agreement with Mr. Haining Zhang, whereby Mr. Zhang purchased 750,000,000 shares of Restricted Common Stock.
On September 10, 2018, a change of control occurred and Changs International, LLC (controlled by Chris Chang) purchased the control block of stock in the Company and was appointed sole officer and director of the Company.
The Company also entered into a Share Exchange Agreement to acquire all of the shares of ConneXionONE Corp (“XONE Cayman”), a company incorporated in the Cayman Islands. The agreement called for the exchange of all of the shares of XONE Cayman for the equivalent of 95% of the shares of the Company. On October 24, 2018, the Company filed to amend its Articles of Incorporation and change its name to ConneXionONE Corp. The Company resolute to cancel the share exchange agreement in December 2019 and completed the cancellation in 2021.
Upon cancellation of the share exchange agreement in December 2019, the Company no longer had control or ownership of XONE Cayman. Based upon negotiations, no shares of the Company were cancelled. The share exchange agreement did not have an impact on the Company and its ownership, and there is no impact to the Company’s financial statements and footnotes.
The Company is a development-stage company that involves social media and internet advertising and marketing services with a decentralized social media platform.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| F-7 |
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period.
The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to an estimated useful lives of computer equipment; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
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Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). Under the fair value recognition provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as compensation expense on a straight-line basis over the requisite service period, based on the terms of the awards. The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model and estimates the fair value of the stock based upon the estimated fair value of the common stock.
In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the guidance in ASC 718 to include share-based payments for goods and services to non-employees and generally aligns it with the guidance for share-based payments to employees. In accordance with ASU 2018-07, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the underlying equity instrument. The fair value of the equity instrument is charged directly to compensation expense and additional-paid-in capital over the period during which services are rendered.
Revenue recognition
The Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate any revenues.
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Income Tax Provisions
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive.
The unvested restricted stock units were excluded from the computation of basic and dilutive earnings (loss) per share for the years ended December 31, 2023 and 2022.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the accompanying financial statements,
the Company had an accumulated deficit at December 31, 2023 of $
While the Company has not commenced operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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NOTE 4 – OTHER CURRENT RECEIVABLES AND PREPAYMENTS
Other current receivables
and prepayments comprised of payments made for mobile app development. The amounts were $
NOTE 5 – OTHER LIABILITIES
Other liabilities comprised of the following:
| Schedule of other liabilities | December 31, 2023 | December 31, 2022 | ||||||
| Liabilities carryover from prior abandoned operations | $ | $ | ||||||
| Accrual carryover from prior abandoned operations | ||||||||
| Total | $ | $ | ||||||
The liabilities of $
The Company had certain cash, other receivable, property, intangible assets, and inventory of $1,066,823, and outstanding wages payable, accrued liabilities, notes payable of $665,735 as of December 31, 2018 that was carryover from the abandoned business operation. Such assets were written-off and outstanding liabilities were assumed by the custodian which are recorded as other payable in the amount of $665,735.
NOTE 6 – RELATED PARTY TRANSACTION
Mr. Chris Chang, majority shareholder, director
and officer of the Company, have advanced working capital to pay expenses of the Company. The advances are due on demand and non-interest
bearing. The outstanding amount due to related parties was $
Refer to Note 8 for stock-based compensation for related parties.
NOTE 7 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The Company is authorized to issue numbers of preferred stock at par value of $ per share. The 5,000,000 shares have a right of 80% voting control. As of December 31, 2023 and 2022, the Company has shares of preferred stock issued and outstanding.
The Company had 1,000,000 shares of preferred stock Series A issued and outstanding that were carryover from the abandoned business entity. Each share of preferred stock is convertible into four (4) shares of common stock with no preemptive or dividends rights. The 1,000,000 shares of preferred stock represent Seventy percent (80%) voting control of the Company.
On May 22, 2017, the Company’s appointed custodian and its board resolved to remove the 80% super voting rights from the shares of preferred stock held by Ms. Kathleen A. McCandless, and to convert these shares into 4,000 shares of common stock. These shares were converted into shares of common stock on September 9, 2022.
Common Stock
The Company is authorized to issue shares of Common Stock with a par value of $ per share. As of December 31, 2023 and 2022, the Company has and shares of common stock issued and outstanding.
On November 1, 2023, the Company issued restricted stock units to the appointed CEO of the Company as compensation (Refer to Note 8).
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On July 1, 2023, the Company issued shares of restricted common stock units to four directors of the Company as compensation. These shares were unvested as of December 31, 2023. (Refer to Note 8).
On April 17, 2023, the
On September 9, 2022, shares of common stock were issued for the conversion of shares of preferred stock.
Restricted Stock Units
On November 1, 2023, the Company granted restricted stock units (“RSUs”) to the appointed CEO of the Company. Each RSU represents one share of common stock with a vesting schedule that includes 25% of the shares vesting 12 months after the vesting commencement date. The remaining shares will vest monthly over the next 36 months, contingent upon her continued employment with the Company. The Company recorded the entire expense of $ for all unvested RSU shares that were issued.
On July 1, 2023, the Company granted the issuance
of shares restricted common stock units (“RSU”) to directors of the Company. Each
RSU represents one share of common stock and will vest over a period of three years, with an equal portion vesting annually on each anniversary
of the grant date. The RSU were recorded as deferred (unearned) compensation in the amount of $
Stock based compensation was $ and $ for the years ended December 31, 2023 and 2022, respectively.
NOTE 9 – TAXES
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering federal corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 34% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.
Corporate income tax rate in North Carolina state is 2.5% of the annual taxable income, while the Franchise Tax is $200 on first 1,000,000 of the Company net worth, and 0.0015% for net worth exceeding $1,000,000.
The Company has accumulated approximately $
NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events to the date the financial statements were issued and has determined that there are no items to disclose or require adjustments.
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