10-K 1 fditk.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

 

(Mark one)
   
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

 
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________to

      

 

   
     
     

FINDIT, INC

(Exact name of registrant as specified in its charter)

_________________

Nevada   30-1912453  
(State or Other Jurisdiction   (I.R.S. Employer  
  of Incorporation or Organization)   Identification No.)
             

 

5051 Peachtree Corners Circle, #200, Peachtree Corners, GA       30092  
(Address of principal executive offices)   (Zip Code)
           

(404) 443-3224
(Registrant’s telephone number, including area code)

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes o No þ

 

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. Yes þ No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o Accelerated filer o  
  Non-accelerated filer o Smaller Reporting Company þ

(Do not check if a smaller reporting company)

Emerging growth company o

      
               

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.  o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

 

The aggregate market value of the Company's common shares of voting stock held by non-affiliates of the Company at June 30, 2021, based on the closing sales price of the common shares of $0.018 per-share price as quoted on the Pink Sheets, was $4,855,410.11.

 

There were 269,745,006 shares of Common Stock issued and outstanding as of December 31, 2021.

 

 

 

 
 

Table of Contents

 

    Page
  PART I  
     
ITEM 1 Description of Business  
     
ITEM 1A. Risk Factors  
     
ITEM 2. Properties  
     
ITEM 3. Legal Proceedings  
     
ITEM 4. Mine Safety Disclosures  
     
  PART II  
     
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  
     
ITEM 6. [Reserved]  
     
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations  
     
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk  
     
ITEM 8. Financial Statements and Supplementary Data  
     
ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure  
     
ITEM 9A. Controls and Procedures  
     
ITEM 9B. Other Information  
     
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.  
     
  PART III  
     
ITEM 10. Directors, Executive Officers, and Corporate Governance  
     
ITEM 11. Executive Compensation  
     
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  
     
ITEM 13. Certain Relationships and Related Transactions, and Director Independence  
     
ITEM 14. Principal Accountant Fees and Services  
     
ITEM 15. Exhibits and Financial Statement Schedules  
     
  Signatures  

 

 
 

 

FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements. When used in this Annual Report on Form 10-K, the words "may," "could," "estimate," "intend," "continue," "believe," "expect" or "anticipate" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Annual Report on Form 10-K. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Annual Report on Form 10-K. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Annual Report on Form 10-K. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

 

· inability to raise additional financing for working capital;

· inability to identify new customers;

· deterioration in general or regional economic, market and political conditions;

· the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;

· changes in accounting principles generally accepted in the United States of America (“U.S. GAAP”) or in the legal, regulatory and legislative environments in the markets in which we operate;

· inability to efficiently manage our operations;

· inability to achieve future operating results;

· our ability to recruit and hire key employees;

· the inability of management to effectively implement our strategies and business plans; and

· the other risks and uncertainties detailed in this report.

 

In this form 10-K references to "Findit, Inc.", "the Company", "we," "us," and "our" refer to Findit, Inc.

 

AVAILABLE INFORMATION

 

We file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt of a written request to us at Findit, Inc., 5051 Peachtree Corners Circle, #200, Peachtree Corners, GA 30092.

 
 

 

PART I

 

Item 1. Business

 

We were incorporated on December 23, 1998 as Findit, Inc., a Nevada corporation. Findit, Inc. owns Findit.com and the Findit App that is available in Android and IOS through the Google Play Store and the Apple App store. Findit.com and the Findit App operate as a Social Media Content Management Platform, that includes its own interactive search engine. Members can utilize Findit search to submit URLs they want Findit to index in Findit search results. Nonmembers can come to Findit and enter search queries, Findit returns matching search results from content posted in Findit along with outside web pages that have been submitted. 

 

Both Findit.com the website and the Findit App are accessible to anyone, this means you do not need to be a member of Findit to view or search content posted in Findit. Anyone that wants to have content indexed in Findit search or viewed by visitors on Findit can do so by creating a free account and posting their content to the various verticals Findit offers. 

 

Claim Your Name – Claim Your Name is a tool offered on Findit to members that want to have a specific URL extension after Findit.com can purchase these URLs on Findit. The purchase price for one is currently $9.95. The price has varied over several years. Members that run paid for online marketing campaigns with Findit, Inc. often get multiple Finidt URLs as part of their campaign budget. The Claim Your Name feature does provide members that have specific words in their extension URLs do get preferential indexing in Findit’s search engine.

 

Search Engine Optimization- Findit provides online Search Engine Optimization services also known as SEO. Findit offers these services to clients to that are seeking to index better in search engines that include but are not limited to Findit, Google, Yahoo and Bing. SEO services are offered from Findit as a one time payment for a specific task or on an ongoing basis, typically paid for monthly.

 

Content Campaigns- Findit® offers businesses and individuals online content campaigns. These campaigns provide Findit clients/customers with content that the Findit staff creates and posts the content created within the Findit members account that hired Findit. This content can include written words, videos, pictures, audio and back links. The purpose of these types of campaigns is to provide the Findit client with additional content for Findit and outside search engines that include but are not limited to Google, Yahoo and Bings to index and increase the clients overall online web presence organically. The content created and posted to Findit can also be shared to outside websites that are typically other social networking sites. These social sites are Facebook, Twitter, Pinterest, LinkedIN, Instagram (from the APP to IM) along with approximately 80 other social and bookmarking sites. The share function is on the Findit.com website and is provided through ShareThis®. Content campaigns typically are offered in 30 day intervals and clients automatically renew. At this time Findit does not lock clients in for more than 30 days and offer this service based on the number of pieces of content created. The content created is typically done over 30 days, but can be done in shorter or longer period of time depending on the clients instructions.

 

Social Media Campaigns- Findit offers clients Social Media campaign services as a paid for service. These services are offered to clients that are typically seeking more engagement from individuals on social networking sites. Clients are looking to build brand awareness, more friends and or followers, receive comments on posts, likes and or other reactions Members of Findit can also use Findit themselves to run social media campaigns without paying Findit any monies. Findit does offer some paid for tools to enhance a social media campaign that the Findit member can opt in and pay for. This includes a promoted post feature. A promoted post is currently offered at $19.00 per promoted post. A post that is promoted is created in the Findit Right Now status update section of Findit.com or from the Findit App. The member can select to have the post promoted for $19.00. Once a member selects to have the post promoted a Findit social media person will take that Right Now post and share it through Findit’s social networking accounts. These accounts include but are not limited to Google My Business, Facebook, Pinterest, Twitter and LinkedIn.

 

Web Design – Findit offers web design services. Findit tends to develop and build sites using Wordpress. Sites are typically built for existing clients that are utilizing Findit’s services on a monthly basis to enhance their online presence. Findit web design services are not advertised on the website as a service. The web design service is typically offered to an existing client that may benefit from a newer version website. Findit provides Members the ability to post content and once it is posted they have the option to  share the content they posted to outside websites that include but are not limited to Facebook, Pinterest, LinkiedIN, Twitter and more. In addition to the member who posts the content, anyone who views the content also has the ability to share the content to their social accounts. Once content is posted in Findit, the content gets indexed in Findit Search results. 

 

With Findit's open platform for anyone to submit URLs that they want to have indexed in Findit along with posting status updates through Right Now. Status Updates posted in Findit can be crawled by outside search engines to assist in additional organic indexing. All post can be shared to other social and bookmarking sites.

Findit provides Real Estate Agents the ability to create their own Findit Site where they can pull and post their listing and pull in listings through IDX account. 

Findit also provides News and Press Release Distribution. services. 

Findit, Inc. has developed a social networking App that is available to Android and iOS devices. 

Findit is is focused on the development of monetized internet-based web and app products that increase brand awareness for both private and public companies along with individuals, entrepreneurs and artists. 

Findit does provide B2C sales in the CBD space as well.

 

Findit downloads according to Google Android Playstore is 500 plus (we do not have a specific count) and Apple IOS is reporting 8 as of April 14th 2021. These numbers are provided from Google and Apple through our accounts.  A Findit member is someone who has created a Findit account by creating a username and password on the platform. The number of members that have generated revenue in 2021 is approximately 30 customers/members. We do not determine at this time which members are active and which members are inactive. We currently do not have code written that provides these analytics. Part of the use of proceeds will enable us to bring on additional developers that will be able to write code that will provide this data.

 

Additionally, we may not be successful in further monetizing Findit. We currently monetize Findit in several ways, through online content marketing campaigns, offering online products and tools through Findit.com and through our CBD Topical lines; Urban CBD Collective and Urban Lifestyle Collective. If users stop using the Findit platform or we do not have growth from new user’s this will hinder Findit’s growth in the event ales from CBD Topical products does not increase this will also prevent us from future growth in this sector of our business. If the Findit Platform does not attract new members that post content or view content this could affect revenue, our financial performance and ability to grow revenue could be adversely affected.

 

CBD Market Opportunity:

 

Currently the US market for industrial hemp and the products produced from industrial hemp is roughly USD 4.63 billion with CAGR of 13.7%. The global industrial hemp market is expected to reach USD $13.03 Billion by 2026, according to a new report by Reports and Data. Hemp may be cultivated as a renewable source for raw materials that can be implemented into numerous products. It is a lucrative rotation crop for farmers attributing to the characteristics of hemp to take in CO2, detoxify the soil, and inhibit soil erosion. Hemp seeds and flowers find application in health foods, organic cosmetic products, and other nutraceuticals (pharmaceutical- and standardized nutrient) whereas the fibers and stalks are incorporated in construction materials (such as hempcrete, hemp tile, hemp insulation), hemp clothing, paper, plastic composites, and biofuel among others. The total revenue generated from the sales of hemp products in the U.S. contributed to a substantial share of the global market. However, as of today most of the raw hemp material used in U.S. consumer products were imported from other countries.

 

Competition

Implications of Being an “Smaller Reporting Company”

 

Certain reduced reporting requirements and exemptions are available to us due to the fact that we qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

 

Investors should be aware that we will be subject to the "Penny Stock" rules adopted by the Securities and Exchange Commission, which regulate broker-dealer practices in connection with transactions in Penny Stocks. These regulations may have the effect of reducing the level of trading activity, if any, in the secondary market for our stock, and investors in our common stock may find it difficult to sell their shares.

  

Competition

 

We face significant competition in almost every aspect of our business, including from companies such as Google, Microsoft, Facebook, Instagram, Twitter, Zillow and other press release distribution services. These competitors which offer a variety of Internet products, services, content, and online advertising offerings, as well as from mobile devices that offer products and services that may compete with specific Findit features. We also face competition from traditional and online media businesses for content to be posted on the Findit Platform.

We currently are not running paid for advertising campaigns on Findit, but we plan to in the future. When Findit does offer paid for advertising we expect to face competition from these same companies. We compete broadly with Facebook, Instagram and Twitters social networking offerings along with Google, Yahoo and Bing for search queries. As we introduce new products, as our existing products evolve, or as other companies introduce new products and services, we may become subject to additional competition.

Some of our current and potential competitors have significantly greater resources and better competitive positions in certain markets than we do. These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market requirements. Our competitors may develop products, features, or services that are similar to ours or that achieve greater market acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Certain competitors, including Google, could use strong or dominant positions in one or more markets to gain competitive advantage against us in creating a similar search feature that offers people the ability to submit web pages for indexing under various titles and descriptions. Other social networking sites or sites that do not exist yet could create similar featured Findit offers to compete with our market share. As a result, our competitors may acquire and engage users at the expense of the growth or engagement of our user base, which may negatively affect our business and financial results.

We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including:

  •   the usefulness, ease of use, performance, and reliability of our products compared to our competitors;
  •   the size and composition of our user base;
  •   the engagement of our users with our products;
  •   the timing and market acceptance of our products and our tools;
  •   our ability to monetize our products, including our ability to successfully monetize app usage;

 

Patents, Trademarks Licenses and Other Intellectual Property

 

We own the following trademarks:

Findit

Findit.com

Urban CBD Collective

Urban Lifestyle Collective

   

Properties

 

The Company's corporate headquarters are located at: 5051 Peachtree Corners Circle, #200, Peachtree Corners, Georgia 30092. The Company does not own any real property.

 

 

Item 1A. Risk Factors

 

RISK FACTORS RELATING TO OUR FINANCIAL CONDITION

 

1. Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern, THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO CONTINUE AS A GOING CONCERN.

 

Our financial statements included with this Form 10-K for the years ended December 31, 2021 and December 31, 2020, have been prepared assuming that we will continue as a going concern. Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the year ended December 31, 2021. Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether the Company can continue as a going concern, it may be more difficult for the Company to attract investors. Since our auditors have raised a substantial doubt about our ability to continue as a going concern, this typically results greater difficulty to obtain loans than businesses that do not have a qualified auditor’s opinion. Additionally, any loans we might obtain may be on less advantageous terms. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our business.

 

We plan to seek additional funds through private placements of our preferred and common stock. You may be investing in a company that will not have the funds necessary to continue to deploy its business plan. If we are not able to achieve sufficient revenues or find financing to cover our expenses, then we likely will be forced to cease operations and investors will likely lose their entire investment.

 

2. WE MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE.

For the year ending December 31, 2021, we experienced an operating net loss of $261,873. We have cash on hand of $24,358. Our ability to continue to operate as a going concern is fully dependent upon the Company obtaining sufficient financing to develop and expand our operational activities. The ability to achieve profitable operations is in direct correlation to our ability to generate revenues or raise sufficient financing. Our near-term financing is this Offering, to help the Company raise $3,000,000, our long-term financing needs we will need to raise approximately $1,000,000, which are necessary to continue operations and to implement our plan of operations. We will require $40,000 this year and $50,000 per year going forward to cover the costs of being a public company. Further, management believes to continue operations and to implement our plan of operations, we will need to raise approximately $1,000,000 over a two-year period. It is important to note that even if the appropriate financing is received, there is no guarantee that we will ever be able to operate profitably or derive any significant revenues from its operation.

 

RISK FACTORS RELEATED TO OUR BUSINESS

3. IF WE FAIL TO IMPLEMENT OUR BUSINESS STRATEGY, OUR FINANCIAL PERFORMANCE AND OUR GROWTH COULD BE MATERIALLY AND ADVERSELY AFFECTED.

Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy includes several initiatives, including capitalizing on organic growth opportunities, growing complementary and integrated services lines, supplementing organic growth with strategic initiatives, and enhancing operational efficiencies and productivity. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business strategy. If we are unable to do so, our long-term growth, profitability, and ability to service our debt will be adversely affected. Even if we are able to implement some or all the initiatives of our business strategy successfully, our operating results may not improve to the extent we anticipate, or at all. Implementation of our business strategy could also be affected by several factors beyond our control, such as changes in government regulation, increased competition, legal developments, general economic conditions or increased operating costs or expenses. In addition, to the extent we have misjudged the nature and extent of sector trends, or our competition, we may have difficulty in achieving our strategic objectives.

We may become subject to future lawsuits, claims, audits, and investigations that could result in substantial costs and divert our attention and resources and adversely affect our business condition. In addition, since our current growth strategy includes acquisitions, among other things, we may become exposed to legal claims for the activities of an acquired business prior to the acquisition. These lawsuits, claims, audits, or investigations, regardless of their merit or outcome, may also adversely affect our reputation and ability to expand our business.

4. IF WE DO NOT ATTRACT NEW CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.

 

We have not identified any customers and we cannot guarantee we ever will have any customers for our business. Even if we obtain new customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.

 

5. BECAUSE OUR OFFICERS AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

 

Our officers and directors will only be devoting limited time to our operations. Each intends to devote approximately 20-30 hours per week to our business. In particular, Our Chief Executive Officer, Raymond Firth, and our board member, Thomas Powers, are also the Chief Executive Officer and Director, respectively, of ClassWorx, Inc., a company currently trading on the OTC Pink Current tier under the symbol CHNO. Because our officers and directors will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, our operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.  It is possible that the demands on them from their other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business.

 

6. OUR MANAGEMENT HAS DISCRETION AS TO HOW TO USE ANY PROCEEDS FROM THE SALE OF COMMON STOCK.

The net proceeds from the sale of our common stock under this offering will be used for the purposes described under "Use of Proceeds." We reserve the right to use the funds obtained from this Offering for other similar purposes not presently contemplated and which our management deems to be in the best interests of the company and our shareholders in order to address changed circumstances or opportunities. As a result of the foregoing, our success will be substantially dependent upon the discretion and judgment of management with respect to application and allocation of the net proceeds of this offering. Investors for the common stock offered hereby will be entrusting their funds to our management, upon whose judgment and discretion the investors must depend.

7. IN THE FUTURE, WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING AS A PUBLIC COMPANY.

 

Upon the effectiveness of our registration, we will incur legal, accounting and other expenses as a fully reporting public company. Moreover, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices. There may be further increases if and when we are no longer an "emerging growth company." Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We expect to incur approximately $40,000 of incremental operating expenses in fiscal year 2021. We project that the total incremental operating expenses of being a public company will be approximately $50,000 for fiscal year 2021. The incremental costs are estimates, and actual incremental expenses could be materially different from these estimates. Unless we can generate sufficient revenues and profits, we may not be able to absorb the costs of being a public company.

8. As a result of operating as a public company, our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. There may be further increases if and when we are no longer an "emerging growth company". The Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, and rules subsequently implemented and yet to be implemented by the U. S. Securities and Exchange Commission have imposed and will impose various new requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly, particularly after we are no longer an "emerging growth company." For example, we expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage.

In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management, as required by Section 404 of the Sarbanes-Oxley Act. Compliance will require us to increase our general and administrative expense in order to pay added compliance personnel, outside legal counsel and consultants to assist us in, among other things, external reporting, instituting and monitoring a more comprehensive compliance function and board governance function, establishing and maintaining internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, and preparing and distributing periodic public reports in compliance with our obligations under the U.S. federal securities laws. We currently do not have an internal audit group, and we will evaluate the need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, the market price of our stock could decline.

However, for as long as we remain an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross revenues of at least $1.0 billion; (b) the last day of our fiscal year ending after the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act.

9. We are an “emerging growth company” and our election to delay adoption of new or revised accounting standards applicable to public companies may result in our financial statements not being comparable to those of some other public companies. As a result of this and other reduced disclosure requirements applicable to emerging growth companies, our securities may be less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we intend to take advantage of exemptions from certain reporting requirements available to “emerging growth companies” under that Act, including but not limited to not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (relating to the effectiveness of our internal control over financial reporting), reduced disclosure obligations regarding executive compensation in our periodic reports and any proxy statements we may be required to file, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would apply to private companies.

We are electing to delay such adoption of new or revised accounting standards and, as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies that are not “emerging growth companies.” Consequently, our financial statements may not be comparable to the financial statements of other public companies. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” In this regard, we will remain an “emerging growth company” for up to five years after the first sale of our common equity securities under an effective registration statement, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the next following December 31.

We cannot predict if investors will find our securities less attractive due to our reliance on these exemptions. If investors were to find our securities less attractive as a result of our election, we may have difficulty raising in this offering and future offerings.

RISK FACTORS RELATING TO OUR PREFERRED AND COMMON STOCK

10. OUR PREFERRED STOCK DOES NOT PAY ANY DIVIDENDS AND CAN BE CONSIDERED ILLIQUID.

We have two Series of Preferred Shares issued and outstanding. Our preferred stock, par value $0.001, holds a voting weight of 2,500 common shares for each Series A preferred share, and 1,000 common shares for each Series B preferred share, and shall not be entitled to receive any dividends, shall not have any liquidation rights.

Management has no intention to apply to have any Series of the Company’s preferred stock listed or quoted on any exchange or inter-dealer quotation system. This will make ownership of our preferred shares illiquid.

11. WE HAVE NEVER DECLARED DIVIDENDS ON OUR COMMON STOCK AND DO NOT PLAN TO DO SO IN THE FORESEEABLE FUTURE.

We intend to retain any future earnings to finance the operation and expansion of its business and do not anticipate paying any cash dividends in the foreseeable future. As a result, stockholders will need to sell shares of common stock in order to realize a return on their investment, if any. You should not rely on an investment in our company if you require dividend income. The only possibility of any income to investors would come from any rise in the market price of your stock, which is uncertain and unpredictable.

A holder of common stock will be entitled to receive dividends only when, as, and if declared by the Board of Directors out of funds legally available therefore. We have never issued dividends on our common stock. Our Board of Directors will determine future dividend policy based upon our results of operations, financial condition, capital requirements, and other circumstances.

12. WE DO NOT HAVE INSURANCE AND, THEREFORE, LIABILITY WE INCUR COULD HAVE SUBSTANTIAL IMPACT ON OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have limited capital and, therefore, we do not currently have a policy of insurance against liabilities arising out of the negligence of our officer and director and/or arising from deficiencies in any of our business operations. Even assuming we obtained insurance, there is no assurance that such insurance coverage would be adequate to satisfy any potential claims made against us, our officers and directors, or our business operations or assets. Any such liability which might arise could be substantial and would likely exceed our total assets. However, our Articles of Incorporation and Bylaws provide for indemnification of officers and directors to the fullest extent permitted under Nevada law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officer and controlling persons, it is the opinion of the U. S. Securities and Exchange Commission that such indemnification is against public policy, as expressed in the Act, and is therefore, unenforceable.

13. IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD AND AS A RESULT, INVESTORS MAY BE MISLED AND LOSE CONFIDENCE IN OUR FINANCIAL REPORTING AND DISCLOSURES, AND THE PRICE OF OUR PREFERRED AND COMMON STOCK MAY BE NEGATIVELY AFFECTED.

The Sarbanes-Oxley Act of 2002 requires that we report annually on the effectiveness of our internal control over financial reporting. A "significant deficiency" means a deficiency or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness yet important enough to merit attention by those responsible for oversight of the Company's financial reporting. 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 annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2021, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties consistent with control objectives.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Failure to provide effective internal controls may cause investors to lose confidence in our financial reporting and may negatively affect the price of our preferred and common stock. Moreover, effective internal controls are necessary to produce accurate, reliable financial reports and to prevent fraud. If we have deficiencies in our internal controls over financial reporting, these deficiencies may negatively impact our business and operations.

14. YOU MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF YOUR SHARES DUE TO STATE "BLUE SKY" LAWS.

 

Each state has its own securities laws, often called "blue sky" laws, which (1) limit sales of securities to a state's residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

 

We do not know whether our securities will be registered or exempt from registration under the laws of any state. We have not yet applied to have our securities registered in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed this Prospectus. We will initially focus our offering in the state of Nevada and we will rely on exemptions found in NRS 90.460 of the Nevada Revised Statutes. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our preferred and common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

 

15. LOW-PRICED STOCKS MAY AFFECT THE RESELL OF OUR SHARES.

Penny Stock Regulation Broker-dealer practices in connection with transactions in "Penny Stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risk associated with the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock; the broker-dealer must make a written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. When the Registration Statement becomes effective and the Company's securities become registered, the stock will likely have a trading price of less than $5.00 per share and will not be traded on any exchanges. Therefore, the Company's stock is initially selling at $0.30 per share they will become subject to the penny stock rules and investors may find it more difficult to sell their securities, should they desire to do so.

16. WE MAY NOT BE SUCCESSFUL IN MOVING UP TO THE OTCQB

Findit, Inc. currently trades its common stock on the OTC Markets, LLC’s OTC Pink tier. It is our intention to apply to be listed for trading on OTC Markets, LLC’s OTCQB tier. However, there is no assurance that our application to trade on the OTCQB will be accepted. In that case, our common stock will continue to be listed on the OTC Pink tier.

17. THERE IS A CONCENTRATION OF VOTING POWER WTH MANAGEMENT

There is a concentration of voting power with Raymond Firth and entities associated with Holly Andrews. There are 5,000,000 Series A Preferred Shares issued and outstanding as of December 31, 2021, and each share of Series A Preferred Stock carries the weight of two thousand five hundred (2,500) votes for each share of common stock. There are 4,900,000 Series B Preferred Shares issued and outstanding as of December 31, 2021, and each share of Series B Preferred Stock carries the weight of one thousand (1,000) votes for each share of common stock. All shares of Series A and Series B Preferred shares currently outstanding are controlled by Mr. Firth and Ms. Andrews. Additionally, Mr. Firth and Ms. Andrews collectively control approximately 74% of the Company’s common stock. As such, Mr. Firth and Ms. Andrews may make all material decisions regarding the operation and corporate governance of Findit, Inc. Common stockholders do not have separate class voting rights for matters that affect their rights and privileges. 

 

 

Item 1B. Unresolved Staff Comments.

 

None.

 

 

Item 2. Properties.

 

The Company's corporate headquarters are located at: 5051 Peachtree Corners Circle, #200, Peachtree Corners, Georgia 30092. The Company does not own any real property. The administrative office is being provided at no cost by an Officer of the Company. The Officer will not seek reimbursement for providing this administrative space.

 

 

Item 3. Legal Proceedings.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

We are presently a party to one piece of material litigation. In the Eighth Judicial District Court, Clark County, Nevada, the Company is a plaintiff in the case Findit, Inc., et al v. Todd Davis, et al. In that case, Mr. Davis, a former director of Findit, Inc., is accused of taking money from Joseph Arruzza, a shareholder of Findit, Inc., and having approximately 9,900,000 shares issued to himself and two other entities. Default has been taken against the defendants. To the knowledge of management, no litigation is threatened against us, which may materially affect us.

 

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

(a) Market Information

 

Findit, Inc. Common Stock, $0.001 par value, is cleared for quotation on the OTC Markets, LLC Pink Current Tier, under the symbol: FDIT.

 

There have been a limited amount of trades of the Company’s stock since it was listed on the OTC Markets, LLC’s Pink Current Tier there are no assurances that a market will ever develop for the Company's stock.

 

The following table sets forth the high and low sales prices for our common stock, which has been listed on the OTC Markets, LLC’s Pink Current Tier for all periods presented.

 

Year ended December 31, 2021

   High     Low  
First Quarter   $ 0.15     $ 0.09  
Second Quarter   $ 0.10     $ 0.07  
Third Quarter   $ 0.08     $ 0.04  
Fourth Quarter   $ 0.04     $ 0.02  
         

Year ended December 31, 2020

   High     Low  
First Quarter   $ 0.04     $ 0.02  
Second Quarter   $ 0.09     $ 0.01  
Third Quarter   $ 0.20     $ 0.03  
Fourth Quarter   $ 0.20     $ 0.09  
         

(b) Holders of Common Stock

 

As of December 31, 2021, there are approximately 157 holders of record of our Common Stock and four holders of our Preferred Stock.

 

(c) Dividends

 

In the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of board of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.

 

(d) Securities Authorized for Issuance under Equity Compensation Plans

 

There are no outstanding grants or rights or any equity compensation plan in place.

 

 

(e) Recent Sales of Unregistered Securities 

None.

 

(f) Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities during the years ending December 31, 2021 and December 31, 2020.

 

Item 6. [Reserved]

 

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview of Current Operations

 

Findit continues as a premium content management platform that enables members to post and manage status updates, podcasts and music, pictures, and video. All posted contented is optimized for SEO and sharing to social networks. Findit also indexes all content in its own search engine for easy retrieval and content discovery. Members can create their own, unique internet URL on Findit to further optimize indexing, search results placement and citation in internet search engines. Findit is an open platform meaning that all content is discoverable by search engines for indexing. Findit is focused on the development of monetized internet-based web products and content.

 

 

RESULTS OF OPERATIONS

 

For the fiscal year ended December 31, 2021, the Company recognized revenues of $198,584. For the fiscal year ended December 31, 2020, the Company recognized revenues of $404,392.

 

For the fiscal year ended December 31, 2021, the Company incurred total operating expenses of $363,148, which consisted of $81,115 in general and administrative expenses. This compares to the fiscal year ended December 31, 2020, where the Company incurred total operating expenses of $580,943, which consisted of $71,488 in general and administrative expenses.

 

For the fiscal year ended December 31, 2021, the Company had other income of $68,245, from the settlement of claims with a former commissioned sales agent in connection with the sale of CBD oil, as compared to the prior fiscal year when the Company had other expense of $58,088, which consisted of a loss on impairment of investment.

 

For the fiscal year ended December 31, 2021, the Company had a loss applicable to common shareholders of $(261,873) or $(0.00) per common share basic and diluted, as compared to a loss applicable to common shareholders of $(84,604) or $(0.00) per common share for the year ended December 31, 2020.

 

 

During the year ended December 31, 2021, the Company used net cash of $(119,517) in operations, no cash was used in investing activities and $50,000 was provided by financing activities. During the year ended December 31, 2020, the Company used net cash of $(94,100) in operations and $150,000 was provided by financing activities.

 

Going Concern

 

Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.

 

Therefore, management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

 

Summary of any product research and development that we will perform for the term of our plan of operation.

 

At this time, the Company has no product research, nor development taking place, pending funding. As such, research is not required at this time.

 

Significant changes in the number of employees

 

We currently have a total of five employees, two of which serve as our officers, one employee who serves as the Company controller and two employees who work in the engineering and design facility. We are dependent upon our officers for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2021, the Company had cash of $24,358. At the same date, the Company had total current liabilities of $14,159.

 

Management intends to raise additional debt or equity financing to fund ongoing operations and for necessary working capital. However, there is no assurance that such financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs.

 

 

Notwithstanding, the Company anticipates generating losses and therefore may be unable to continue operations in the future. The Company anticipates it will require additional capital in order to develop its business. The Company may use a combination of equity and/or debt instruments or enter into a strategic arrangement with a third party. Management has yet to find a solution to its funding requirements.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies and Estimates

 

Revenue Recognition: The Company recognizes revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

 

Recent Pronouncements

 

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's current financial position and results of operations.

 

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 
 

 

 

 

Item 8. Financial Statements and Supplementary Data.

 

 

Financial Statements

For the Year Ended December 31, 2021

 

 

TABLE OF CONTENTS

 

 

 

 

Report of Independent Registered Public Accounting Firm  
Balance Sheets as of December 31, 2021 and 2020  
Statements of Operations for the years ended December 31, 2021 and 2020  
Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020  
Statements of Cash Flows for years ended December 31, 2021 and 2020  
Notes to the Financial Statements  
 
 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the shareholders and the board of directors of Findit, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Findit, Inc. as of December 31, 2021 and 2020, 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, 2021 and 2020, 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 2 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 2. 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.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

 

We determined that there are no critical audit matters.

 

/S/ BF Borgers CPA PC

 

We have served as the Company's auditor since 2020

Lakewood, CO

April 13, 2022

 

 

 

 

 

 

 

 
 

 

  

FINDIT, INC.

BALANCE SHEETS

   
  December 31, 2021   December 31, 2020
ASSETS      
Current Assets:      
Cash $ 24,358   $ 93,875
Accounts Receivable   —     971
Total Current Assets   24,358     94,846
           
Non-Current Assets:          
Domain Name & Website, net of amortization of $45,577 and $51,399, respectively   43,404     47,854
Investment in Chill N Out Chryotherapy – related party   60,000     225,000
 Total Other Assets   103,404     272,854
Total Assets $ 127,762   $ 367,700
           
LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY          
Current Liabilities:          
Accounts Payable and Accrued Expenses $ 11,996   $ 33,061
Current Portion Long-Term Debt   2,163     1,489
Deferred Revenue   —     7,000
Total Current Liabilities   14,159     41,550
           
Long-Term Debt   197,837     148,511
           
Total Liabilities   211,996     190,061
           
Stockholders' (Deficit) Equity:          
Preferred Stock, Series A, $0.001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding                          5,000                            5,000
 Preferred Stock, Series B, $0.001 par value, 5,000,000 shares authorized, 4,900,000 shares issued and outstanding                          4,900                            4,900

Common Stock, $0.001 par value, 500,000,000 shares authorized, 269,745,006 issued and

outstanding

                     269,745                       269,745
Additional Paid in Capital   2,436,513     2,436,513
Accumulated Deficit    (2,800,392)      (2,538,519)
Total Stockholders' (Deficit) Equity   (84,234)     177,639
Total Liabilities and Stockholders' Deficit $ 127,762   $ 367,700

 

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

 

 

 

 
 

 

 

FINDIT, INC.

STATEMENTS OF OPERATIONS

  For the Years Ended December 31,
  2021   2020
Revenues:      
    Findit Services $ 197,447   $ 363,306
Findit Services – Related Party   —     35,868
    Sales of Essential Oils   1,137     5,218
  Total Revenues   198,584     404,392
           
Cost of Goods Sold:          
     Purchases of Materials & Supplies   554      3,229
     Cost of Goods Sold – related party   —     35,868
Total Cost of Goods Sold   554        39,097
           
  Gross Margin   198,030     365,295
           
Operating Expenses:          
 Advertising, Marketing & Press Release Expenses 7,383     260,870
     Amortization Expense   4,449     5,932
     Consulting Services   6,350     21,408
     Content Writing   43,100     88,649
     General and Administrative Expense   81,115     71,488
     Professional Fees   60,231     39,738
     Programming Fees   111,270     47,483
     Web Design and Hosting Expense   49,250     45,375
  Total Operating Expenses   363,148     580,943
           
Loss from Operations    (165,118)     (215,648)
           
Other Income:          
     Other Income   68,245     —
     Loss on Impairment of Investment   —     (58,088)
Total Other Income   68,245     (58,088)  
           
Loss Before Provision for Income Tax   (96,873)     (273,736)
Provision for Income Tax   —     —
Net Loss   (96,873)     (273,736)
           
Other Comprehensive Income (Loss)          
Unrealized (loss) gain on available-for-sale securities   (165,000)     189,132  
Total Comprehensive Loss $ (261,873)   $ (84,604)
           
Loss Per Share, Basic and Diluted $ (0.00)     $ (0.00)  
Weighted Average Shares Outstanding, Basic and Diluted                       269,745,006                         267,963,583

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

 
 

FINDIT, INC.

STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUTIY

For the Years Ended December 31, 2021 and 2020

  Common Stock  

Preferred Stock,

Series A

  

Preferred Stock,

Series B

   Additional Paid   Accumulated    
  Shares   Amount   Shares   Amount   Shares   Amount   in Capital   Deficit   Total
Balance, December 31, 2019 265,745,006   $                   265,745   5,000,000   $                        5,000   4,9000,000   $ 4,900   $                2,192,513   $             (2,453,915)   $                      14,243
Common stock issued for services 4,000,000     4,000   —     —   —     —     244,000     —     248,000
Net Loss —     —   —     —   —     —     —      (84,604)      (84,604)
Balance, December 31, 2020 269,745,006                       269,745   5,000,000                            5,000   4,9000,000     4,900                    2,436,513                 (2,538,519)                          177,639
Net Loss —     —   —     —   —     —     —      (261,873)     (261,873)
Balance, December 31, 2021 269,745,006   $                   269,745   5,000,000   $                        5,000   4,9000,000   $ 4,900   $                2,436,513   $             (2,800,392)   $                      (84,234)

 

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

 
 

FINDIT, INC.

STATEMENTS OF CASHFLOWS

  For the Years Ended December 31,
Cash Flow from Operating Activities: 2021   2020
Net Loss $ (261,873)   $ (84,604)
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:          
Amortization Expense   4,449     5,932
Common stock issued for services   -     248,000
Investment in Chill N Out Cryotherapy – related party   165,000     (225,000)
Changes in Operating Assets and Liabilities:          
     Accounts Receivable   971     (971)
     Accounts Payable   (21,064)     (37,957)
     Deferred Revenue   (7,000)     500
Net Cash Used by Operating Activities   (119,517)     (94,100)
           
Cash Flows from Investing Activities          
           
Cash Flows from Financing Activities          
Proceeds from long term debt   50,000     150,000
Net Cash Provided by Operating Financing   50,000     150,000
           
Net (Decrease) Increase in Cash   (69,517)     55,900
           
Cash at Beginning of Year   93,875     37,975
           
Cash at End of Year $ 24,358   $ 93,875
           
Cash Paid During the Period for:          
     Interest $ —   $ —
     Income Taxes $ —   $ —
           
Supplemental non-cash disclosure:          
     Unrealized (loss) gain on available-for-sale securities $ (165,000)   $ 215,000
Loss on impairment of investment $ —   $ 58,088
The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 
 

  

 

FINDIT, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2021

 

 

NOTE 1 – ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Nature of Business

FINDIT, Inc., “the Company”, was organized on December 23, 1998 as a Nevada Corporation. The Company offers online products and services that consists of content distribution, content creation, web development, Search Engine Optimization, Social Media, and Social Networking Marketing Campaigns. Products and services include news and press release distribution, Findit extension domains we call Vanity Keyword URLs, Findit Prime which is a bundled package of press release distribution, vanity URL, URL submissions into the Findit search engine and social media promoted posts.

 

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”). 

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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.

 

Revenue Recognition

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.

 

Intangible Assets

Intangible assets are amortized over a period of fifteen years on a straight-line basis and consist principally of the cost to acquire the Company’s domain name.

 

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended December 31, 2021 or 2020.

 

Concentration of Credit Risk

The credit risk for customer accounts is not significant due to its diverse customer base. Customer accounts typically are collected within a short period of time. The Company maintains its cash balances in one financial institution located in Atlanta, Georgia. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2021 and 2020, the Company had no uninsured cash balances.

 

Fair Value Measurements

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

 

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2020. See Note 4 for additional disclosures for the Company’s investments measured at fair value.

 

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

 

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the 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 income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

 

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2021, and 2020, no liability for unrecognized tax benefits was required to be reported.

 

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive common shares for the years ended December 31, 2021 and 2020.

 

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $2,800,392 as of December 31, 2021, and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations as they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, and/or private placement of common stock.

 

In order to mitigate the conditions that raise substantial doubt about our ability to continue as a going concern, the company has exited the CBD oil business which consumed substantial capital and resources and has streamlined operational costs. 

 

NOTE 3 – INVESTMENTS

 

On November 25, 2020, the Company purchased 1,000,000 shares of the common stock of Chill N Out Cryotherapy at $0.01 per share in exchange for technical services provided. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of December 31, 2021, and 2020, the shares of Chill N Out Cryotherapy have a reported market value of $60,000 and $225,000, respectively. The Company has adjusted the reported amounts for these investments to market value resulting in an unrealized loss of $165,000 for the year ended December 31, 2021, and an unrealized gain of $215,00 for the December 31, 2021.

 

During the year ended December 31, 2020, the Company purchased the common stock of Virtual Class Services, Inc. in the following transactions: 10,000 shares at $1 per share in cash, 13,088 shares at $1 Per share in exchange for the sale of various domain names, and 35,000 shares at $1 per share in exchange for technical services provided to the company. At December 31, 2020, management determined that these shares have zero value. The Company has reported a loss on impairment of investment of $58,088.

 

NOTE 4 – DEBT

 

The Company borrowed $150,000 utilizing the Small Business Administration’s Economic Injury Disaster Loan Program. The loan is repayable at 3.75% beginning one year after the proceeds were received which was July 20, 2020. Subsequently Congress has extended the repayment period to one year after the initial date, or July 20, 2022.

 

The Company borrowed $50,000 utilizing the Small Business Administration’s Economic Injury Disaster Loan Program. The loan is repayable at 3.75% beginning two years after the proceeds were received which was July 17, 2021. Therefore, this loan is classified as long-term in the financial statements.

 

    December 31, 2021   December 31, 2020
SBA Loan – July 20,2020   $ 150,000   $ 150,000
SBA Loan – July 17,2021     50,000     -
Total   $ 200,000   $ 150,000
Less: current portion     (2,163)      -
Long term portion   $ 197,837   $ 150,000

 

Principal payments for the next five years and thereafter are as follows:

 

Year Ended Amount

December 31, 2022 $ 2,163

December 31, 2023 4,449

December 31, 2024 4,619

December 31, 2025 4,795

December 31, 2026 4,978

Thereafter 178,996

Total $ 200,000

 

 

NOTE 5 – COMMON STOCK

On June 11, 2020, 4,000,000 shares were issued to Empire Associates at a share price of $0.062 and were valued at $248,000 in exchange for marketing and investor relations services.

 

NOTE 6 – PREFERRED STOCK

 

Series A Preferred Stock

The Series A Preferred Stock holds a voting weight of 2,500 common shares, is not entitled to receive dividends and has no liquidation rights.

 

Series B Preferred Stock

The Series B Preferred Stock holds a voting weight of 1,000 common shares, is not entitled to receive dividends and has no liquidation rights.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

The Company reimbursed Holly Andrews, holds greater than 10% of the issued and outstanding shares of the company’s common stock for office rent in the amount of $12,240 and $14,400 for the years ended December 31, 2021 and 2020, respectively.

 

During the years ended December 31, 2021 and 2020, the Company reimbursed Raymond Firth, CEO, holds greater `than 10% of the issued and outstanding shares of the Company’s common stock, for automobile expenses in the amount of $2,449 and $4,748, respectively.

 

During the years ended December 31, 2021 and 2020, the Company paid $8,007 and $10,246, respectively, in health and life insurance premiums on behalf of Peter Tosto. Mr. Tosto is married to Holly Andrews who holds greater than 10% of the issued and outstanding shares of the Company’s common stock.

 

The Company paid $52,220 and $14,750 during the years ended December 31, 2021 and 2020, respectively, for services, to Raymond Firth, CEO, Director, and holds greater than 10% of the issued and outstanding shares of the Company’s common stock.


The Company paid $18,500 and $12,408 during the years ended December 31, 2021 and 2020, respectively to Peter Tosto. Mr. Tosto is married to Holly Andrews who holds greater than 10% of the issued and outstanding shares of the Company’s common stock.

 

On November 25, 2020, the Company received 1,000,000 shares of the common stock of Chill N Out Cryotherapy in exchange for technical services provided. Chill N Out has the same majority shareholders as the Company. The shares were valued at the cost of the services provided of $35,868, which has been recorded as related party revenue with an offsetting cost of goods sold for the same amount.

NOTE 8 – OTHER INCOME

 

The Company recognized $68,245 in the year ended December 31, 2021, from the settlement of claims with a former commissioned sales agent in connection with the sale of CBD oil.

 

NOTE 9 - INCOME TAX

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S. federal income tax rate of 21%.

 

The provision for Federal income tax consists of the following December 31:

 

    2021     2020  
Federal income tax benefit attributable to:                
Current Operations   $ (55,000)     $ (18,000)  
Less: valuation allowance     55,000       18,000  
Net provision for Federal income taxes   $ —     $ —  

 

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

 

    2021     2020  
Deferred tax asset attributable to:            
Net operating loss carryover   $ (588,000)     $ (572,800)  
Less: valuation allowance     588,000       572,800  
Net deferred tax asset   $ —     $ —  

 

At December 31, 2021, the Company had operating loss carry forwards of approximately $588,000, which may be offset against future taxable income from the year 2022 to 2042. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net operating loss carryforwards may be limited in the event of a change in ownership. A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section 382.

 

The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the years ended December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position in the next twelve months.

 

The Company files income tax returns in the U.S. federal and state jurisdictions, which remain subject to examination by the various taxing authorities beginning with the tax year ended December 31, 2015 (or the tax year ended December 31, 2001 if the Company were to utilize its NOLs). No tax audits were commenced or were in process during the years ended December 31, 2021 and 2020.

 

NOTE 10 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events that require disclosure in these financial statements.

 

 
 

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, who is also the sole member of our Board of Directors, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's annual report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."

 

Management's Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:

 

· pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and

 

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements

 

 

 

 
 

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal controls over financial reporting were not effective as of December 31, 2021.

 

A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review that were completed related to the preparation of management's report on internal controls over financial reporting required for this annual report on Form 10-K, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

 

1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and

 

2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

 

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the fiscal year ended December 31, 2021. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Management Plan to Remediate Material Weaknesses

 

Management is pursuing the implementation of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

 

 

 
 

 

We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Additionally, we will create written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

 

We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

In May 2013, the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") released an updated version of its Internal Control - Integrated Framework ("2013 Framework"), Initially issued in 1992, the original framework ("1992 Framework") provided guidance to organizations to design, implement and evaluate the effectiveness of internal control concepts and simplify their use and application. The 2013 Framework is intended to improve upon systems of internal control over external financial reporting by formalizing the principles embedded in the 1992 Framework, incorporating business and operating environment changes and increasing the framework ease of use and application. The 1992 Framework remained available until December 15, 2014, after which it was superseded by the 2013 Framework. As of December 31, 2021, the Company transitioned to the 2013 Framework. The Company did not experience significant changes to its internal control over financial reporting as a result from the transition to the 2013 Framework. 

 

This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this report.

 

 

Item 9B. Other Information

 

None.

 

 

 

 

 
 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

(a) Identification of Directors and Executive Officers.

 

The following table sets forth certain information regarding our current directors and executive officers. Our executive officers serve one-year terms.

 

Name Age Positions and Offices Held

 

Raymond Firth 44 President and Director

 

Thomas Powers

 68 Chief Executive Officer and Director

 

 

 

B. Work Experience

 

Raymond Firth. Mr. Firth joined the Air Force at the age of 18 and later went on to graduate from the University of Maryland. After graduating, Mr. Firth worked for Wang Laboratories in various roles from field engineer to Mid-South region business manager. During his time with Wang he also worked in Asia for approximately 17 years supporting government and corporate multinational accounts. After working at Wang, Mr. Firth moved back to the United States and started his own internet company. The company initially offered dialup internet access and later focused on business web application development and consulting. In 2005 Mr. Firth help launch TransWorldNews along with other web properties. Mr. Firth leads the team of software engineers and designers working on Findit.com web properties and Findit mobile device applications.

Mr. Firth is currently, in addition to Findit, Inc., the Chief Executive Officer and a Director of ClassWorx, Inc. Also, Mr. Firth is also an officer of TransWorldNews, which does not currently have any business operations due to the fact that the website www.transworldnews.com was acquired by Findit, Inc.

 

Thomas Powers. Mr. Powers has an extensive sales and business development background as well as being a vacation rental property manager himself.  Mr. Powers also founded Abodeca which is a direct booking vacation rental website that is now part of the Resortia family.  Mr. Powers has proven success in many other B2B ventures including the Security Industry, Merchant Services, Point of Sale and SEO consulting with Findit, Inc..  This experience combined with first-hand knowledge of online marketing SEO and Social Media along with Vacation Rental Property business and Real Estate makes him a valuable addition to the Findit team.

 

Mr. Powers is currently, in addition to Findit, Inc., a Director of ClassWorx, Inc.

 

Mr. Powers spends his time between Charleston, South Carolina and Bristol, Tennesse where he pursues a love of outdoor activities and family time.  Mr. Powers has also traveled extensively and over the years built up a great understanding and network inside the Vacation Home Management industry.  With his love of travel and people, he adds a real passion to the VR space with a sincere desire to help both guests and hosts connect to each other.

 

 

(b) Involvement in Certain Legal Proceedings.

 

Our director, executive officer and control person has not been involved in any of the following events during the past ten years and which is material to an evaluation of the ability or the integrity of our directors or executive officers:

 

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 

4. being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

5. any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity;

 

6. Any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; and

 

7. Any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this report they were not current in their 16(a) reports.

 

Board of Directors

 

Our board of directors currently consists of two members. Our directors serve one-year terms.

 

Audit Committee

 

The company does not presently have an Audit Committee. No qualified financial expert has been hired because the company is too small to afford such expense.

 

 

Committees and Procedures

 

1. The registrant has no standing audit, nominating and compensation committees of the Board of Directors, or committees performing similar functions. The Board acts itself in lieu of committees due to its small size.

 

2. The view of the board of directors is that it is appropriate for the registrant not to have such a committee because its directors participate in the consideration of director nominees and the board and the company are so small.

 

3. The members of the Board who acts as nominating committee is not independent, pursuant to the definition of independence of a national securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a).

 

4. The nominating committee has no policy with regard to the consideration of any director candidates recommended by security holders, but the committee will consider director candidates recommended by security holders.

 

5. The basis for the view of the board of directors that it is appropriate for the registrant not to have such a policy is that there is no need to adopt a policy for a small company.

 

6. The nominating committee will consider candidates recommended by security holders, and by security holders in submitting such recommendations.

 

7. There are no specific, minimum qualifications that the nominating committee believes must be met by a nominee recommended by security holders except to find anyone willing to serve with a clean background.

 

 

8. The nominating committee's process for identifying and evaluation of nominees for director, including nominees recommended by security holders, is to find qualified persons willing to serve with a clean backgrounds. There are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee is recommended by a security holder, or found by the board.

 

 

Code of Ethics

 

We have not adopted a Code of Ethics for the Board and any salaried employees.

 

 

Limitation of Liability of Directors

 

Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

 

 

Nevada Anti-Takeover Law and Charter and By-law Provisions

 

The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada Corporation Law apply to Findit, Inc. Section 78.438 of the Nevada law prohibits the Company from merging with or selling more than 5% of our assets or stock to any shareholder who owns or owned more than 10% of any stock or any entity related to a 10% shareholder for three years after the date on which the shareholder acquired the Findit, Inc. shares, unless the transaction is approved by Findit, Inc.'s Board of Directors. The provisions also prohibit the Company from completing any of the transactions described in the preceding sentence with a 10% shareholder who has held the shares more than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder or any related entity. These provisions could delay, defer or prevent a change in control of Findit, Inc.

 

 

Item 11. Executive Compensation.

 

Compensation

 

The following table sets forth summary executive compensation information for the fiscal years ended December 31, 2021 and December 31, 2020.

 

Summary Compensation Table

 

 

 

     Principal   Salary Bonus Awards Compensation Total
Name Position Year ($) ($) ($) ($) ($)
Raymond Firth Pres./Director 2021 0 0 0 0 0
    2020       0 0 0 0 0
Thomas Powers CEO/Director 2021 0 0 0 0 0
    2020       0 0 0 0 0
                             

 

 

We do not maintain key-man life insurance for our executive officer/director. We do not have any long-term compensation plans or stock option plans.

 

As of the date hereof, there have been no grants of stock options to purchase our Common Stock made to the executive officers named in the Summary Compensation Table.

 

Stock Option Grants

 

We did not grant any stock options to the executive officers or directors from inception through the fiscal year end December 31, 2021.

 

Outstanding Equity Awards

 

We did not have any outstanding equity awards to the executive officers or directors from inception through fiscal year end December 31, 2021.

 

 

 

 
 

 

Option Exercises

 

There were no options exercised by our executive officers or directors from inception through fiscal year end December 31, 2021.

 

Potential Payments upon Termination or Change in Control

 

We have not entered into any compensatory plans or arrangements with respect to our named executive officer, which would in any way result in payments to such officer because of his resignation, retirement, or other termination of employment with us or our subsidiaries, or any change in control of, or a change in his responsibilities following a change in control.

 

Director Compensation

 

We did not pay our directors any compensation during fiscal years ended December 31, 2021 or December 31, 2020.

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table presents information, to the best of our knowledge, about the ownership of our common stock on December 31, 2021 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officer and sole director.

 

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of Findit, Inc.' common stock.

 

 

The percentages below are calculated based on 5,000,000 shares of our Series A preferred stock, 4,900,000 shares of our Series B preferred stock, and 269,745,006 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

 

TITLE OF CLASS NAME OF BENEFICIAL OWNER AND POSITION AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP PERCENT OF CLASS VOTING POWER
Preferred A Firth Family Trust (1) 2,500,000 50.0% 35.4%
Preferred B Firth Family Trust (1) 2,400,000 50.0% 13.6%
Common Stock Firth Family Trust (1) 98,674,081 37.0% 0.6%
Preferred A HVA Family Trust (2) 2,500,000 50.0% 35.4%
Preferred B HVA Family Trust (2) 2,450,000 50.0% 13.9%
Common Stock HVA Family Trust (2) 98,674,082 37.0% 0.6%

 

DIRECTORS AND OFFICERS AS A GROUP

      
Preferred A (1 person) 2,500,000 50.0% 35.4%
Preferred B (1 person) 2,400,000 50.0% 13.6%

Common Stock (1 person) 98,674,081 37.0% 0.6%

 

 

(1)Raymond Firth, Trustee, 5051 Peachtree Corners Circle, #200, Peachtree Corners, GA 30092
(2)Holly Andrews, Trustee, 5051 Peachtree Corners Circle, #200, Peachtree Corners, GA 30092

 

 

We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

  

The Company's Director has contributed office space for our use for all periods presented. There is no charge to us for the space, and the director will not seek compensation for the use of this space.

 

Our officers and directors, Raymond Firth and Thomas Powers can be considered promoters of Findit, Inc. in consideration of his participation and managing of the business of the company.

 

Item 14. Principal Accountant Fees and Services.

 

BF Borgers CPA, P.C. served as our principal independent public accountant for reporting fiscal years ending December 31, 2021 and December 31, 2020. The following table shows the fees that we paid or accrued for the audit and other services provided by Somerset CPAs, P.C.

 

    For the Year Ended December 31,   For the Year Ended December 31,  
    2021   2020  
  Audit Fees – BF Borgers CPA, P.C.  $24,400   $10,000  
  Audit-Related Fees -   -  
  Tax Fees  -   -  
  All Other Fees -   -  
  Total $24,400   $10,000  

  

Audit Fees - includes fees billed and expected to be billed for services performed to comply with Generally Accepted Auditing Standards (GAAS), including the recurring audit of the Company's financial statements for such period included in this Annual Report on Form 10-K and for the reviews of the quarterly financial statements included in the Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.

 

Audit-Related Fees - this category consists of fees for assurance and related services by our principal independent registered public accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”. The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.

 

Tax Fees - this category consists of fees for professional services rendered by our principal independent registered public accountant for tax compliance, tax advice, and tax planning.

 

All Other Fees - this category consists of fees for services provided by our principal independent registered public accountant other than the services described above. The Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence. 

 

 

 

Audit Committee Policies and Procedures

 

We do not have an audit committee; therefore our three directors pre-approve all services to be provided to us by our independent auditor. This process involves obtaining (i) a written description of the proposed services, (ii) the confirmation of our Principal Accounting Officer that the services are compatible with maintaining specific principles relating to independence, and (iii) confirmation from our securities counsel that the services are not among those that our independent auditors have been prohibited from performing under SEC rules. In fiscal year ending December 31, 2021, all fees paid to BF Borgers CPA, P.C. were unanimously pre-approved in accordance with this policy.

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

The following information required under this item is filed as part of this report:

 

 

        Incorporated by reference
  Exhibit Exhibit Description Filed herewith Form Period Ending Exhibit Filing Date
  3.1 Articles of Incorporation, as currently in effect   S-1    3.1 09/21/2021
  3.2 Bylaws, as currently in effect   S-1    3.2 09/21/2021
  3.3 Certificate of Amendment X        
  31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X        
  31.2 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. X        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

 

 

 

 

 

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.     Findit, Inc. Registrant               Date:  April 13, 2022        /s/ Thomas Powers     Name: Thomas Powers       Title: Chief Executive Officer and Director Principal Executive Officer         Date:  April 13, 2022         /s/ Raymond Firth     Name:  Raymond Firth       Title: President, Treasurer, Director and Principal Accounting Officer               Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.           Date:  April 13, 2022        /s/ Thomas Powers     Name: Thomas Powers     Title: Chief Executive Officer and Director Principal Executive Officer       Date:  April 13, 2022         /s/ Raymond Firth     Name:  Raymond Firth     Title: President, Treasurer, Director and Principal Accounting Officer      

 

 

 

 


 

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.

 

 

Findit, Inc.

Registrant

  
     
     
Date:  April 13, 2022        /s/ Thomas Powers  
  Name: Raymond Firth  
   

Title: Chief Executive Officer and Director

Principal Executive Officer

 

     
Date:  April 13, 2022         /s/ Raymond Firth  
  Name:  Raymond Firth  
   

Title: President, Treasurer, Director and Chief Accounting Officer

Principal Accounting Officer

 

         

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.

 

Signature   Title   Date
         

/s/ Thomas Powers

(Raymond Firth)

  

Chief Executive Officer and Director

Principal Executive Officer

   April 13, 2022
         

/s/ Raymond Firth

(Raymond Firth)

  

President, Treasurer, Director and

Chief Accounting Officer

   April 13, 2022