INSTAVIEW TRANSACTION	12 Months Ended
Dec. 31, 2023
Instaview Transaction
INSTAVIEW TRANSACTION	NOTE 8 – INSTAVIEW TRANSACTION On January 26, 2023, the Company, InstaView Ltd. (“InstaView”) and the shareholder of InstaView entered into an Investment Agreement (the “InstaView Investment Agreement”) pursuant to which the Company purchased 26% of the outstanding common share capital of InstaView on a fully diluted basis, in consideration of the issuance by the Company to InstaView of 770,000,000 restricted shares of Company common stock. Under the InstaView Investment Agreement, subject to InstaView meeting annual revenues target specified in the Investment Agreement for each of the years ending December 31, 2023, 2024 and 2025, as certified by InstaView and its accountants and verified by the Company, the InstaView shareholder would be entitled to potentially up to an additional 230,000,000 shares of the Company’s common stock over this three year period (“contingent consideration”). As of the date of the transaction and as of the balance sheet date respectively, the Company estimates the fair value of the contingent consideration is immaterial. In addition, under the InstaView Investment Agreement, the Company has the option to purchase additional shares of InstaView in each of calendar years 2023, 2024 and 2025, representing, in each such year, respectively, 7%, 8% and 10% of the share capital of InstaView for consideration consisting of, respectively, 207,307,692, 236,923,077 and 296,153,846 additional shares of the Company (“the Purchase Option”). In connection with the InstaView Investment Agreement, the Company, InstaView and the InstaView shareholder also entered into a shareholders agreement pursuant to which the Company was granted standard preemptive rights, veto rights over certain corporate action by InstaView , restrictions on transfer of shares, rights of first offer and tag along rights. In addition, the InstaView shareholder undertook to not compete with InstaView for so long as he is an InstaView shareholder and for a three year period thereafter. The Company determined the value of the 770,000,000 restricted common shares of Company common stock issued to InstaView based on Company’s share price on the agreement date at $154,000 and recorded an equity investment asset in the balance sheet. As of the date of the transaction, the company allocated a total of $62,083 dollars out of this amount to the Purchase Option. The Purchase Option is presented according to a cost model. See also note 2 above as to Company’s accounting policy related to InstaView transaction. As of December 31, 2023, the company amortized its investment in InstaView and recorded $151,015 as amortization expenses.

INSTAVIEW TRANSACTION

12 Months Ended

Dec. 31, 2023

NOTE 8 – INSTAVIEW TRANSACTION

On January 26, 2023, the Company, InstaView Ltd. (“InstaView”) and the shareholder of InstaView entered into an Investment Agreement (the “InstaView Investment Agreement”) pursuant to which the Company purchased 26% of the outstanding common share capital of InstaView on a fully diluted basis, in consideration of the issuance by the Company to InstaView of 770,000,000 restricted shares of Company common stock. Under the InstaView Investment Agreement, subject to InstaView meeting annual revenues target specified in the Investment Agreement for each of the years ending December 31, 2023, 2024 and 2025, as certified by InstaView and its accountants and verified by the Company, the InstaView shareholder would be entitled to potentially up to an additional 230,000,000 shares of the Company’s common stock over this three year period (“contingent consideration”). As of the date of the transaction and as of the balance sheet date respectively, the Company estimates the fair value of the contingent consideration is immaterial.

In addition, under the InstaView Investment Agreement, the Company has the option to purchase additional shares of InstaView in each of calendar years 2023, 2024 and 2025, representing, in each such year, respectively, 7%, 8% and 10% of the share capital of InstaView for consideration consisting of, respectively, 207,307,692, 236,923,077 and 296,153,846 additional shares of the Company (“the Purchase Option”).

In connection with the InstaView Investment Agreement, the Company, InstaView and the InstaView shareholder also entered into a shareholders agreement pursuant to which the Company was granted standard preemptive rights, veto rights over certain corporate action by InstaView , restrictions on transfer of shares, rights of first offer and tag along rights. In addition, the InstaView shareholder undertook to not compete with InstaView for so long as he is an InstaView shareholder and for a three year period thereafter.

The Company determined the value of the 770,000,000 restricted common shares of Company common stock issued to InstaView based on Company’s share price on the agreement date at $154,000 and recorded an equity investment asset in the balance sheet. As of the date of the transaction, the company allocated a total of $62,083 dollars out of this amount to the Purchase Option. The Purchase Option is presented according to a cost model. See also note 2 above as to Company’s accounting policy related to InstaView transaction.

As of December 31, 2023, the company amortized its investment in InstaView and recorded $151,015 as amortization expenses.