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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2023
Notes  
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. 

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Kwik LLC. Intercompany transactions and balances have been eliminated in consolidation.

 

Cash and Cash Equivalents

 

Cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.  The Company did not have any cash equivalents as of March 31, 2023 or December 31, 2022.

 

Loss Per Share

 

The Company presents both basic and diluted earnings per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock or if-converted method as applicable.  Due to the incurrence of net losses, the Company did not include outstanding instruments convertible into common stock that would be anti-dilutive.  As of March 31, 2023, the Company had 3,000,000 outstanding unvested stock awards that were potentially dilutive.  As of March 31, 2022, the Company did not have any potential common shares.

 

Research and Development

 

Research and development costs primarily consist of internal and external engineering staff wages, coding, and related on-going activities associated with upgrading and enhancing the Company’s internally developed software platform. Research and development costs that do not meet the criteria for capitalization, including those costs determined to be probable to not result in additional functionality, are expensed as incurred. For the three months ended March 31, 2023 and March 31, 2022 the Company did not capitalize any research and development costs, and incurred $197,168 and $397,257, respectively, in research and development expense.

 

Revenue Recognition

 

The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles:

 

·Step 1:  Identify the contract with the customer  

·Step 2:  Identify the performance obligations in the contract  

·Step 3:  Determine the transaction price  

·Step 4:  Allocate the transaction price to the performance obligations in the contract  

·Step 5:  Recognize revenue when the Company satisfies a performance obligation

  

Revenue is measured based on the amount of consideration that the Company expects to receive, reduced by estimates for return allowances, promotional discounts, and rebates. Revenue excludes any amounts collected on behalf of third parties, including product costs for goods not owned and indirect taxes. 

 

A description of the Company’s revenue generating activities is as follows:

 

Third-Party Seller Services (Brand Services Revenue):

 

The Company offers programs that provide sellers a software platform to sell their products.  For some contracts the Company provides payment processing and order fulfillment facilitation.  The Company is not the seller of record in these transactions.

 

The Company generally determines stand-alone revenue based on a percentage of the prices charged by the seller to deliver products sold.  The commissions and any related fulfillment, shipping, and transaction processing fees the Company earns from these arrangements are recognized when the services are rendered, which generally occurs upon delivery of the related products to a third-party carrier or to the product purchaser.  The Company does not incur material costs in obtaining third party seller contracts.

 

Software Licensing (Hosting Arrangement): 

 

The Company licenses the use of its internally developed software to third parties for a fixed fee over a specified term. Revenue under these arrangements is recognized ratably over the contract term.  The Company currently does not have any licensing agreements. 

 

Applicable sales commissions paid in connection with contracts exceeding one year are capitalized and amortized over the contract term.  During the three months ended March 31, 2023 and 2022, the Company did not incur material sales commissions.

 

Return Allowances

 

The fees earned by the Company are subject to returns under similar terms as set by the third-party services using the Company’s software platform.  The Company does not assume responsibility for refund or replacement of product costs.  Return allowances are estimated using historical experience.  During the three months ended March 31, 2023 and 2022, the Company did not incur material returns.

 

Reclassifications

 

The Company reclassified certain general and administrative and management and payroll costs totaling approximately $397,000 to research and development in the consolidated statements of operations for the three months ended March 31, 2022 to conform to the current period presentation. These reclassifications did not have any impact on the previously reported financial position, results of operations, or cash flows.