Item 1. Business
OptiLeaf was incorporated under the laws
of the State of Florida on August 11, 2014. OptiLeaf, Inc. was formed to provide a world-class fully integrated turn-key growth
management system for the cannabis industry to help dispensary owners, grow operations and caregivers increase their sales and
reduce costs, increase their company’s productivity and profitability and reduce or eliminate the need for manual labor while
maximizing yield. OptiLeaf’s target market includes dispensaries and grow operations.
Our Product
OptiLeaf has completed the development
of its growth management “GrowPro” and point-of- sale “POS” software. These software offerings are the
next generation POS and growth management systems that provide a complete solution for cultivation operations, processing and manufacturing,
and dispensaries in the legal medical and recreational cannabis industry. Moreover, OptiLeaf has completed its “Store Manager”
software and it’s currently in beta test. This back-end software allows store owners and managers to take command and streamline
their business in real-time. The main features are: Customized dashboard, sales trends, best-selling brands and products, top selling
budtenders, sales trend, analytic and detail mission critical reporting.
Our POS software works with almost all
POS hardware and uses devices that dispensary owners already have. Our powerful custom reports enable dispensary owners and managers
to make informed decisions on how to increase profit and reduce operational costs while keeping them in compliant with the state.
Our system prevents any sale from exceeding state regulations, automatically verify the customers’ age and their purchase
limits, print compliant labels and receipts, and digitally file all patient records and reports.
Our GrowPro growth management software
allows cultivators to track with real-time data of their plant’ history including genealogy, events, growth stages, watering
and nutrient cycles, yields, harvesting, and every aspect of the grow operations.
Both products have complete integration
with Metrc™ (state traceability system) for the State of Colorado, Oregon, and Michigan. This will allow growers and dispensary
owners from having to do double entry and manually reporting sales and cultivation data to the state. Sales and cultivation data
are automatically downloaded and synced accurately with state traceability systems.
Marketing
OptiLeaf focus its sales and marketing
efforts in the states of Colorado, Oregon and Washington at this point. We are planning on expanding our marketing into California
and Michigan. We have decided to focus our efforts with the most developed and broadest customer base at this point.
OptiLeaf has opened a sales office in Denver,
CO. We believe that having a local presence will help accelerate sales and provide better customer service and support. In addition,
having a local market presence helps us gain a better understanding of the needs of our customers as well as challenges and opportunities
in the market.
Operations
OptiLeaf’s operational strategies
behind the development of our products and services are based on design, innovation, and added value. When developing a new product,
we want to be the leader by introducing innovative features that will allow cannabis cultivators to lower their costs, boost yields,
and maximize production capacity. Furthermore, when OptiLeaf develops new goods or services, we will package them with support
services as well as immediate observable and psychological benefits. Our focus is on how our products and services stand against
the competition and how our technical measures relate to the customers’ needs.
Our primary operation strategy is to focus
on quality and service. Our products must meet our eight dimensions of quality: performance, conformance, features, durability,
reliability, serviceability, aesthetics, and perceived quality. Based on our operational strategies, we believe OptiLeaf’s
products and services will be superior to the competition. We recognize that there are some limitations imposed by trade-offs that
must be made due to the nature of the product. For example, reliability may be sacrificed in order to achieve maximum speed.
Fundraising
OptiLeaf is in the process of preparing
for an additional capital raise. This capital will be used to build out a sales and marketing force, for further development of
its products and technologies, for hiring of additional personnel and for general working capital. The Company has not received
any commitments for additional capital at this point, and there can be no assurance that the Company will be able to raise the
capital it seeks or can do so on terms satisfactory to the Company.
Staffing
As of December 31, 2018, we have 3 full
time employees. The number of employees will be determined by the projected number of customers and that will need to be attended
to.
Suppliers
OptiLeaf relies on overseas manufacturers
to supply various components of its product line. The most important benefit of using this type of supplier is that we are able
to remain cost competitive in our local market. We believe that this will give us a competitive advantage that can be used to increase
the sales and profits of our business.
We plan on buying most of our inventory
directly from the manufacturer. Because we generally will be placing large orders, dealing directly with the manufacturer will
yield the lowest cost per unit. The down side of working with these large manufacturers is that we are not able to order in smaller
quantities, resulting in having a considerable sum of money tied up in each order. When a smaller quantity of product is necessary,
we will use a smaller business-to-business manufacturer.
These manufacturers will require 30 days
advance notice for each order. Shipments from China typically take 7-10 days for delivery by air or 20-30 days by ocean freighter.
Customer Service and Support
Timely order fulfillment is crucial to
customer satisfaction. OptiLeaf will hire additional assistants as needed to monitor and manage the delivery, billing, warranty
service and repair of its products. This helps to ensure customer satisfaction and repeat sales.
To improve operating efficiency, we plan
to use Amazon.com as our order fulfillment company. Their facilities are “state-of-the-art” and their customer satisfaction
record is unsurpassed. By outsourcing this function, we can keep internal staffing needs at a minimum and avoid having to expand
our telephone network and computer systems. We will also save on shipping costs due to the high-volume discounts Amazon.com earns
by serving multiple businesses from one location.
Our customers emphasize that good service
and after-sales support are among their major concerns. A hot-line service is available to all registered customers enrolled in
OptiLeaf’s maintenance / support program.
Customer satisfaction will be a high priority
for OptiLeaf. Our main goal is to ensure that our products are made using the highest quality components so that there are few,
if any, returns due to product defects. Still, we recognize the fact that however good our product is, there will be times when
it simply does not meet the needs of some customers. To ensure a positive experience and image in the minds of these and all customers,
we will offer a money-back guarantee. Our objective is to make our customer service so satisfying that even if a customer decides
to return a particular product, we will retain that person as a loyal customer, who won’t hesitate to refer friends and associates,
and perhaps make other purchases from OptiLeaf in the future.
Subcontractors
In order to control our expenses, OptiLeaf
is currently subcontracting a portion of our advertising and marketing to third parties. This will potentially allow us to bring
in professionals with expertise that we have not yet acquired.
Government Regulation
OptiLeaf does not directly distribute,
sell, grow, harvest cannabis or any substances that violate United States law or the Controlled Substances Act, nor does it intend
to do so in the future. We are a technology provider to the cannabis industry. As such, we are operating within an industry that
is very complex in terms of legal requirements and compliance. Cannabis is an illegal drug under Federal Law and is illegal in
many states as well. Certain states have made cannabis legal for medicinal use only, but in very few circumstances is it legal
to possess or sell cannabis. Although we plan on being a technology provider only, and do not plan of growing, selling or possessing
any cannabis, we nevertheless must comply with, and our business must comply with, a myriad of state and local laws and regulations
regarding our operations, and our operations, as well as our profitability, can be significantly affected by all of these laws
and how they affect the businesses or our customers.
In addition, we are subject to a number
of laws and regulations that affect companies generally and specifically those conducting business on the internet, many of which
are still evolving and could be interpreted in ways that could harm our business. Existing and future laws and regulations may
impede our growth. These regulations and laws may cover online marketing, e-mail marketing, telemarketing, taxation, privacy, data
protection, pricing, content, copyrights, distribution, mobile communications, electronic contracts and other communications, consumer
protection, web services, the provision of online payment services, unencumbered internet access to our services, the design and
operation of websites, and the characteristics and quality of products and services. It is not clear how existing laws governing
issues such as property ownership, libel, and personal privacy apply to the internet, e-commerce, digital content and web services.
Unfavorable regulations and laws could diminish the demand for our products and services and increase our cost of doing business.
Litigation
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 currently
not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results.
Item 1A.
Item 1A. Risk Factors
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 1B.
Item 1B. Unresolved Staff Comments
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 2.
Item 2. Properties
The Company has consolidated its operations
and has eliminated its two previous leases in favor of one lease, in a property owned by two related persons, that was supposed
to commence on August 10, 2018, at a monthly payment of $2,000 plus the Company’s pro rata share of operating expenses. The
monthly rental and operating cost payments have not been made and the parties agreed to rescind it.
Item 3.
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 currently
not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results.
Item 4.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock has been approved for
trading on the Over the Counter (OTC) Markets under the symbol OPLF since March 15, 2016. The OTC Markets is a quotation service
that displays real-time quotes, last-sale prices, and volume information in over the counter, or the OTC, equity securities.
Price range of common stock
The following table shows, for the periods
indicated, the high and low bid prices per share of our common stock as reported by the OTC Markets quotation service. The quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.
N/A - Our stock has not been actively
quoted with a bid/ask as of this filing.
Holders
As of December 31, 2018, we had 28 shareholders
of our common stock.
Transfer Agent and Registrar
ClearTrust, LLC is currently the transfer
agent and registrar for our common stock. Its address is 16540 Pointe Village Dr., Suite 206, Lutz, FL 33558. Its phone number
is (813) 235-4490.
Authorized Capital Stock
Our authorized stock consists of 100,000,000
shares of common stock, with no par value. There are currently 20,777,086 shares of common stock issued and outstanding, as of
December 31, 2018.
Common Stock
Each share of our common stock entitles
its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders, other
than any matter that (1) solely relates to the terms of any outstanding series of common stock or the number of shares of that
series and (2) does not affect the number of authorized shares of common stock or the powers, privileges and rights pertaining
to the common stock. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority
of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to
do so.
Holders of our common stock will be entitled
to dividends in such amounts and at such times as our Board of Directors in its discretion may declare out of funds legally available
for the payment of dividends. We currently intend to retain our entire available discretionary cash flow to finance the growth,
development and expansion of our business and do not anticipate paying any cash dividends on the common stock in the foreseeable
future. Any future dividends will be paid at the discretion of our Board of Directors after taking into account various factors,
including:
● general business conditions;
● industry practice;
● our financial condition and performance;
● our future prospects;
● our cash needs and capital investment plans;
● our obligations to holders of any common stock we may issue;
● income tax consequences; and
● the restrictions Florida and other applicable laws and our credit arrangements then impose.
If we liquidate or dissolve our business,
the holders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after
our creditors are paid in full and the holders of all series of our outstanding common stock, if any, receive their liquidation
preferences in full.
Our common stock has no preemptive rights
and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.
Dividends
Since inception we have not paid any dividends
on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when
issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our
business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the
future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.
Securities Authorized for Issuance under
Equity Compensation Plans
We presently do not have any equity based
or other long-term incentive programs. In the future, we may adopt and establish an equity-based or other long-term incentive plan
if it is in the best interest of the Company and our shareholders to do so.
Item 6.
Item 6. Selected Financial Data
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information and financial data discussed
below is derived from our audited financial statements for the years ended December 31, 2017 and 2018. The audited financial statements
were prepared and presented in accordance with generally accepted accounting principles in the United States. The information and
financial data discussed below is only a summary and should be read in conjunction with the related notes contained elsewhere in
this prospectus. The financial statements contained elsewhere in this prospectus fully represent our financial condition and operations;
however, they are not indicative of our future performance.
Overview
We were incorporated under the laws of
the State of Florida on August 11, 2014. OptiLeaf, Inc. was formed to provide a world-class fully integrated turn-key growth management
system for the cannabis industry to help dispensary owners, grow operations and caregivers increase their sales and reduce costs,
increase their company’s productivity and profitability and reduce or eliminate the need for manual labor while maximizing
yield. OptiLeaf’s target market includes dispensaries and grow operations.
Through December 31, 2018 our cumulative
deficit was $856, 483 compared to a cumulative net loss as of December 31, 2017 of $699,759. On December 31, 2018 we had total
current assets of $13,590 and total current liabilities of $29,028 compared to total current assets of $27,744 and total current
liabilities of $24,902 on December 31, 2017.
Recent Developments	
OptiLeaf has completed the development
of its growth management “GrowPro” and point-of- sale “POS” software. These software are the next generation
POS and growth management systems that provide a complete solution for cultivation operations, processing and manufacturing, and
dispensaries in the legal medical and recreational cannabis industry. Moreover, OptiLeaf has completed its “Store Manager”
software and it’s currently in beta test. This back-end software allows store owners and managers to take command and streamline
their business in real-time. The main features are: Customized dashboard, sales trends, best-selling brands and products, top selling
bartenders, sales trend, analytic and detail mission critical reporting.
Our POS software works with almost all
POS hardware and uses devices that dispensary owners already have. Our powerful custom reports enable dispensary owners and managers
to make informed decisions on how to increase profit and reduce operational costs while keeping them in compliant with the state.
Our system prevents any sale from exceeding state regulations, automatically verify the customers’ age and their purchase
limits print compliant labels and receipts, and digitally file all patient records and reports.
Our GrowPro growth management software
allows cultivators to track with real-time data of their plant’ history including genealogy, events, growth stages, watering
and nutrient cycles, yields, harvesting, and every aspect of the grow operations.
Both products have complete integration
with Metrc™ (state traceability system) for the State of Colorado and Oregon. This will allow growers and dispensary owners
from having to do double entry and manually reporting sales and cultivation data to the state. Sales and cultivation data are automatically
downloaded and synced accurately with state traceability systems.
Plan of Operation
OptiLeaf plans to partner with popular
online live menu providers, CRM, and credit card payment systems to offer credit card and debit card acceptant and to provide real
time online inventory and pricing data.
For the year of 2019, the Company plans
to hire more staff, build brand awareness and increase sales, plus the following:
1. Integrating credit card/debit card with our Point of sales (POS) system
2. Integrating with online directories like Leafly, weedmaps, and more.
3. Hire a Chief Revenue officer to in charge of all OptiLeaf’s revenue streams, by leveraging and aligning all revenue-generating departments: Marketing, Sales, and Customer Experience/Customer Success.
Centralize sales and marketing to our headquarter office.
5. Focus more on direct and indirect marketing campaigns.
6. Continue to work directly with Cannabis and Software Consultants to build out OptiLeaf brand awareness.
Results of Operations
Because we are in a developmental stage
and have been conducting development operations our revenue has been minimal. We generated revenue of $47, 697 during the year
ended December 31, 2018 compared to $26,749 during the year ended December 31, 2017. Cost of sales increased to $10,810 for the
year ended December 31, 2018, compared to $7,944 for the year ended December 31, 2017. During those same periods, we had gross
margins of $36,887 or 77% of sales compared to $18,805 or 70% of sales, for the year ended December 31, 2017. During those same
time periods operating expenses decreased to $192,468 from $225,278 resulting in a net loss for the fiscal year ending December
31, 2018 of $155,581 compared to a net loss of $206,473 for the fiscal year ending December 31, 2017. The decrease in net loss
was due primarily to a reduction in professional fees and payroll, and a general reduction in other overhead items.
Liquidity and Capital Resources
As of December 31, 2018, we had cash of
$11,290, compared to $17,197 as of December 31, 2017. Our primary uses of cash were for employee compensation and working capital.
The main sources of cash were from our founders, investors, and from licensing of our software suite. The following trends are
reasonably likely to result in a material decrease in our liquidity over the near to long term:
● An increase in working capital requirements,
● Addition of administrative and sales personnel as the business grows,
● Increases in advertising, public relations and sales promotions as we commence operations,
● Research and Development,
● The cost of being a public company and the continued increase in costs due to governmental compliance activities.
As the Company has experienced a decrease
in its available capital during each of the past 3 fiscal years, and we expect this trend to continue in the current year, the
Company will likely need to raise additional capital in the current fiscal year to continue to finance its business plans and activities.
There can be no assurance that the Company will be able to raise such capital, or on such terms as our acceptable to management.
If the Company fails to raise additional capital, the Company could be unable to execute on its business plans.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are not required to provide the information
required by this Item because we are a smaller reporting company.
AUDIT
REPORT
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders’ of Optileaf, Incorporated.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Optileaf, Incorporated. (the Company) as of December 31, 2018 and the related statement of operations, shareholders’ deficit and cash flows for the year ended December 31, 2018, 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, 2018 and the results of its operations and its cash flows for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph- 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 and for the year ended December 31, 2018 the Company had a net loss of $156,679, had net cash used in operating activities of $140,907, and had negative working capital of $15,438. These factors raise substantial doubt about its 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 audit, 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 provide a reasonable basis for our opinion.
ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES
also d/b/a McNAMARA and ASSOCIATES, PLLC
TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053
JACKSONVILLE: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053
ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053
SOUTH FLORIDA: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053
www.assurancedimensions.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of OptiLeaf, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of OptiLeaf, Inc. (the Company) as of December 31, 2017, and the related statements of operations, changes in stockholders’ equity, and cash flows for the year ended December 31, 2017, 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, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financials have been prepared assuming the Company will continue as a going concern. As of December 31, 2017, the Company had accumulated losses of approximately $700,000, has approximately $3,000 of working capital and has generated limited revenues, and may experiences losses in the near term. These factors and the need for additional financing in order for the Company to meet its business plan, raise substantial doubt about its ability to continue as a going concern. Management's plan to continue as a going concern is 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 audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2015.
/s/ Soles, Heyn & Company, LLP
Soles, Heyn & Company, LLP
West Palm Beach, Florida
April 27, 2018
Executive Center Drive, Suite 203
West Palm Beach, FL 33401
561-429-6625
OptiLeaf Incorporated
Balance Sheets
See accompanying
notes to financial statements.
OptiLeaf Incorporated
Statements of
Operations
See accompanying notes to financial statements.
OptiLeaf Incorporated
Statement of Stockholders’
Equity (Deficit)
For the Years
Ended December 31, 2018 and 2017
See accompanying notes to financial statements
OptiLeaf Incorporated
Statements of
Cash Flows
See accompanying
notes to financial statements
OptiLeaf,
Inc.
Notes to Financial Statements
For the Years Ended December 31, 2018 and 2017
Note
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
OptiLeaf
Incorporated (“OptiLeaf” or the “Company”) was incorporated in Florida in August 2014. The Company has
been in the development stage since inception and has generated minimal sales to date. The Company plans to develop, market and
sell integrated software and hardware to the agriculture industry for the seamless tracking and management of growth, task automation
and sale of their clients’ products.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2018, the Company had no cash equivalents.
Accounts
Receivable
The
Company has $2,300 and $6,150 of trade accounts receivable at December 31, 2018 and 2017. The Company reviews the accounts receivable,
at least quarterly, and, if appropriate, records an allowance for doubtful accounts. No allowance was required as of December
31, 2018 and 2017.
Inventory
The
Company maintains a minimal inventory, at cost, to provide its clients with the necessary hardware required to avail themselves
of the internet service.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Property
and Equipment
Property
and equipment are stated at cost. Depreciation is expensed over the estimated useful lives (3 years) of the related assets using
the straight-line depreciation method.
Maintenance
and repairs are charged to operations when incurred. Betterments and improvements are capitalized. When property and equipment
are sold or otherwise disposed of, the asset account and related accumulated depreciation account are reduced, and any gain or
loss is included in other income (expense) in the Statement of Operations for the Years Ended December 31, 2018 and 2017.
Capitalized
Software Development Costs
Software
development costs are expensed as incurred until technological feasibility of the product is established. Development costs incurred
subsequent to technological feasibility will be capitalized and amortized on a straight-line basis over the estimated economic
life of the product. Capitalization of computer software costs will be discontinued when the computer software product is available
to be sold, leased, or otherwise marketed. Amortization will begin when the product is available for release to customers. Management
has determined as of December 31, 2018 that the software has not yet reached the stage of technological feasibility. The Company
has not maintained specific cost records, but estimates that $107,000 and $112,500 has been expensed for software development
and is included in payroll expense for the years ended December 31, 2018 and 2017 respectively.
Revenue
Recognition
Effective
January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance
sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and
is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in US
GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the
transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the
goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that
were not addressed completely in the prior accounting guidance. The Company adopted ASC 606 using the modified retrospective method,
which did not have an impact on its financial statements. The Company recognizes revenue from product sales or services rendered
when the following five revenue recognition criteria are met: identify the contract with the client, identify the performance
obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the
contract and recognize revenues when or as the Company satisfies a performance obligation.
OptiLeaf,
Inc.
Notes to Financial Statements
For the Years Ended December 31, 2018 and 2017
The
Company receives payments from individual clients. As the period between the time of service and time of payment is typically
less than 30 days, the Company elected the practical expedient under ASC 606-10-32-18 and does not adjust for the effects of a
significant financing component. Revenue is recognized at the point of time at the conclusion of when services are performed for
individual clients and all performance obligations have been met.
The
Company recognizes revenue from product sales or services rendered when the five revenue recognition criteria are met: identify
the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate
the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance
obligation.
Research
and Development
The
cost of research and development is charged to expense when incurred.
Net Loss per Common Share
Basic net (loss) income per common share is calculated using the weighted average common shares outstanding during each reporting period. Diluted net (loss) income per common share adjusts the weighted average common shares for the potential dilution that could occur if common stock equivalents (convertible debt and preferred stock, warrants, and stock options) were exercised or converted into common stock. There were no common stock equivalents at December 31, 2018 and 2017.
Income
Taxes
Deferred
income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws
and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation
allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or
some portion, of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change
in deferred tax assets and liabilities.
ASC
740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood
of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming
that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets
this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty
percent likely to be realized upon effective settlement with a taxing authority.
The Federal and state income tax returns of the Company for 2018, 2017 and 2016 are subject to examination by the internal Revenue Service and state taxing authorities for three (3) years from the date filed. The Company has filed returns through to 2018.
Stock-Based
Compensation
The
Company follows ASC 718 - 10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges
its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services
in share-based payment transactions. ASC 718 - 10 requires measurement of the cost of employee services received in exchange for
an award of equity instruments based on the grant - date fair value of the award (with limited exceptions). Incremental compensation
costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock
option plan and has not granted any stock options; nor has it made any awards of stock, or stock equivalents.
Fair
Value of Financial Instruments and Fair Value Measurements
ASC
820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective
evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value
hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs
into three levels that may be used to measure fair value:
OptiLeaf,
Inc.
Notes to Financial Statements
For the Years Ended December 31, 2018 and 2017
Level
1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level
2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active markets); or model - derived valuations in which significant
inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level
3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to
the measurement of the fair value of the assets or liabilities.
The
Company’s financial instruments consist principally of cash equivalents, accounts payable, loans payable, and amounts due
to related parties. Pursuant to ASC 820, the fair value of our cash equivalents is determined based on “Level 1” inputs,
which consist of quoted prices in active markets for identical assets. We believe that OptiLeaf, Inc. Notes to Financial statements
As of December 31, 2018 the recorded values of all of our financial instruments approximate their current fair values because
of their nature and respective maturity dates or durations.
Recent
Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) (“ASU 2016-02”), which requires all leases with a term greater than 12 months to be recognized on the balance sheet, while lease expenses would continue to be recognized in the statement of operations in a manner similar to current accounting guidance. We will make an accounting policy election that will keep leases with an initial term of 12 months or less off of the balance sheet and will result in recognizing those lease payments in our consolidated statements of operations on a straight-line basis over the lease term. The new standard establishes a right-of-use model (ROU) asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. ASU 2016-02 will be effective for the Company on January 1, 2019. We anticipate adopting ASU 2016-02 on a modified retrospective basis effective January 1, 2019, without adjusting comparative periods presented. The Company does not have any leases which meet the criteria.
Other
recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified
Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact
on the Company’s present or future financial statements.
Note
2. GOING CONCERN
The
Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.
The
Company has experienced losses, from operations, during its development stage, as a result of the investment necessary to achieve
its operating plan, which is long-range in nature. For the period from inception through December 31, 2018, the Company incurred
accumulated losses of $856,438, compared to a cumulative loss through December 31, 2017, of $699,759. For the year ended December
31, 2018 the Company sustained a loss of $156,679 and had negative working capital of $15,438 compared to a loss of $206,433 and
working capital of $2,842 for the year ended December 31, 2017. In addition, the Company has minimal revenue generating from operations.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve
months from the issuance of this report. These financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
During
the year ended December 31, 2018 the Company used $140,907 for operating expenses compared to $212,581 during the year ended December
31, 2017. The Company generated $50,000 from the sale of common stock, $40,000 from the issuance of notes payable and $45,000
from related parties, during the year ended December 31, 2018 compared to $35,000 from the sale of stock during the year ended
December 31, 2017.
OptiLeaf,
Inc.
Notes to Financial Statements
For the Years Ended December 31, 2018 and 2017
The ability of the Company to continue as a going concern is in doubt and is dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations.
To
meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand
the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms
and timely manner, if at all. The failure to obtain the necessary working capital would have a material adverse effect on the
business prospects and, depending upon the shortfall, the Company may have to curtail or cease its operations.
The
accompanying financial statements do not include any adjustment to the recorded assets or liabilities that might be necessary
should the Company have to curtail operations or be unable to continue in existence.
Note 3. COMPUTER EQUIPMENT
Equipment
is recorded at cost and consisted of the following at December 31, 2018 and 2017:
Depreciation
expense was $0 and $2,660 for the years ended December 31, 2018 and 2017, respectively.
Note
4. RELATED PARTY TRANSACTIONS
During
the year ended December 31, 2018, two related party shareholders made unsecured loans, to the Company, totaling $45,000, maturing
on April 1, 2020, bearing interest of 3%. See subsequent events, note 9.
During
the year ended December 31, 2018, a related party purchased, from the company, $7,000 worth of services, which were paid for on
December 14, 2018.
Note
5. STOCKHOLDERS’ EQUITY
Common
stock
The
Company has authorized 100,000,000 shares of no par value common stock. At December 31, 2018 and 2017, the number of shares of
common stock issued was 20,777,086 and 20,443,752 respectively.
On
September 14, 2017, the Company issued, for cash, to an investor, 233,333 restricted common shares for $35,000, recorded at a
cost of $0.15 per share.
On
July 25, 2018, the Company issued, for cash, to two investors, 333,334 restricted common shares for a total of $50,000, recorded
at a cost of $0.15 per share.
Treasury
stock
On
September 20, 2016, the Board of Directors authorized the Company to repurchase one million shares of common stock for $40,000.
These treasury stock shares may, at any time, be canceled upon the Board of Directors approval. The Board has not made such election.
See subsequent event note 9.
Note
6. CONCENTRATION CREDIT RISK
At
December 31, 2018 the Company had two non - related customers that owed 58.5% and 41.5% of total accounts receivable, compared
to December 31, 2017 when four non - related customers owed 47.8%, 39.1%, 13% and 17.2%.
The
Company maintains its cash balances in a local financial institution which at times may exceed the $250,000 amount insured by
the Federal Deposit Insurance Corporation (FDIC). On December 31, 2018 and 2017the Company did not have cash balances which would
exceed the limit.
OptiLeaf,
Inc.
Notes to Financial Statements
For the Years Ended December 31, 2018 and 2017
Note
7. COMMITMENTS AND CONTINGENCIES
On
August 10, 2018 the Company leased its offices for six years, payable at the rate of $2,000 per month, plus the Company’s
pro rata share of operating expenses. No payment was made. The lease was subsequently cancelled and rescinded.
Note
8. INCOME TAXES
The
Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) No. 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. 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
Tax Cuts and Jobs Act of 2017 changed the top corporate tax rate from 35% to one rate of 21%. This rate will be effective for
corporations whose tax year begins after January 1, 2018, and it is a permanent change. Under ASC 740, the effect of a change
in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The
resulting amendments to IRC Section 172 disallow the carryback of net operating losses but allow for the indefinite carryforward
of those net operating losses. Pursuant to Section 172(e)(2) of the statute, the amended carryback and carryover rules apply to
any net operating loss arising in a taxable year ending after December 31, 2017. In addition to the carryover and carryback changes,
the Act also introduces a limitation on the amount of net operating losses that a corporation may deduct in a single tax year
under section 172(a) equal to the lesser of the available net operating loss carryover or 80 percent of a taxpayer’s pre-NOL
deduction taxable income (the “80-percent limitation”). This limitation applies only to losses arising in tax years
that begin after December 31, 2017 based upon section 172(e) (1) of the amended statute.
The
new tax bill reduced the federal income tax rate for corporations from 35% to 21%.
At
December 31, 2018, the Company has a net operating loss carryforward of approximately $856,438 for Federal and state purposes.
This loss will be available to offset future taxable income. If not used, this carryforward will begin to expire in 2035. The
deferred tax asset relating to the operating loss carryforward has been fully reserved at December 31, 2018 and 2017. The change
in the valuation allowance was approximately $32,429 and $95,000 for the years ended December 31, 2018 and 2017, respectively.
The principal difference between the operating loss for income tax purposes and reporting purposes is disallowed meals and entertainment
and a temporary difference in depreciation expense.
Utilization
of the Company’s net operating losses may be subject to substantial annual limitation if the Company experiences a 50% change
in ownership, as provided by the Internal Revenue Code and similar state provisions. Such an ownership change would substantially
increase the possibility of net operating losses expiring before complete utilization.
Note
9. SUBSEQUENT EVENTS
During
the year ended December 31, 2019 the Company transferred the 1,000,000 common shares being held as treasury stock, to the two
related party note holders, to reduce the loans by $40,000.
Item 9.
Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A.
Item 9A. Controls and
Procedures
Evaluation
of Disclosure Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation,
with the participation of the Company’s management, including the Company’s President, Chief Financial Officer, Secretary,
Treasurer and Director, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s
CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information
required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded,
processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information
is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate,
to allow timely decisions regarding required disclosure for the reasons discussed below.
The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for
the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management
and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Our
management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018.
The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal
Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on
that assessment, our President and Chief Financial Officer have determined and concluded that, as of December 31, 2018, the Company’s
internal control over financial reporting were not effective.
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not
be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control our financial reporting
as of December 31, 2018, the Company determined that the following items constituted a material weakness:
● The Company does
not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations
and financial reporting function;
● The Company’s
accounting department, which consists of a limited number of personnel, does not provide adequate segregation of duties and
timely information; and
● The Company does
not have effective controls over period end financial disclosure and reporting processes.
Management
believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee,
will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. Management plans
to take action and implementing improvements to our controls and procedures when our financial position permits.
This
annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public
accounting firm pursuant to the permanent exemption of the Securities and Exchange Commission that permit the Company to provide
only management’s report in this annual report.
Changes
in Internal Control over Financial Reporting
No
change in our system of internal control over financial reporting occurred during the period covered by this report (i.e. the
fourth quarter of the fiscal year ended December 31, 2018) that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART III
Item 10.
Item 10. Directors, Executive
Officers and Corporate Governance
The
following table sets forth the name, age, and position of our executive officers and directors. Executive officers are elected
annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his
successor is elected and qualified. Directors are elected annually by our shareholders at the annual meeting. Each director holds
his office until his successor is elected and qualified or his earlier resignation or removal.
Thomas
Tran (CTO/CEO) Age 51. Mr. Tran will handle all aspects of management for the business. Thomas will be responsible for
providing strategic leadership for the company by working with the Board and management team to establish long-range goals, strategies,
plans, and policies. He will also be responsible for establishing the OptiLeaf’s technical vision and leading all aspects
of technology development, according to the Company’s strategic direction and growth objective. During the last 5 years,
Thomas was the CEO of Eman Technologies, Inc. Eman Technology is a Free-to-Air (FTA) satellite equipment distributor, developer,
and importer. It distributes satellite reception equipment to broadcasters and equipment resellers as well as providing direct
to home “DTH” sales and call center support services. Thomas resigned as CEO of Eman on 12-31-2014 to concentrate
on OptiLeaf. Mr. Tran currently holds no official position with Eman, other than assisting in the wind up of the business of Eman,
which is being discontinued.
Thomas
received his BS degree in computer science from Wichita State University, as well as an MBA degree from Webster University.
Nick
Nguyen (COO/CFO) Age 39 Mr. Nguyen will take OptiLeaf’s mission and communicate it daily within the organization
to ensure that all team members clearly understand the plan and the business. During the past 5 years, Nick was a Founder and
as CEO ran CN Cash for Gold in Kansas City and Wichita Kansas. Nick earned a BS degree in Aerospace Engineering from Wichita State
University in Kansas.
Family
Relationships
There
are no family relationships among any of the directors and executive officers, with the exception of Nick Nguyen and Thomas Tran,
who are brothers in law.
Involvement
in Certain Legal Proceedings
Our
directors and officers have not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors,
nor have been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree
or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction
or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” our
directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required
to be disclosed pursuant to the rules and regulations of the SEC.
Code
of Business Conduct and Ethics
To
date, we have not adopted a code of business conduct and ethics for our management and employees. We intend to adopt one in the
near future. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none
of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers,
affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
Item 11.
Item 11. Executive Compensation
Summary
Compensation Table - January 1 2017 through December 31, 2018.
The
following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named
persons for services rendered in all capacities during the noted periods.
Item 12.
Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth certain information regarding our shares of common stock beneficially owned as of December 31, 2018,
(i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named
executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially
own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii)
of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options
or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for
our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s
spouse or children.
For
purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common
stock that such person has the right to acquire within 60 days of the date of this prospectus. For purposes of computing the percentage
of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or
persons has the right to acquire within 60 days of the Closing Date is deemed to be outstanding, but is not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially
owned does not constitute an admission of beneficial ownership.
Unless
otherwise specified, the address of each of the persons set forth below is in care of the Company, 924 N Main St., Wichita, KS,
67203.
(1) Based
on 21,443,752 shares of common stock issued and outstanding as of December 31, 2018. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with
respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above,
based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject
to community property laws where applicable.
Item 13.
Item 13. Certain Relationships
and Related Transactions, and Director Independence
Transactions
with Related Parties
Other
than stated above, none of the following persons has any direct or indirect material interest in any transaction to which we are
a party since our incorporation or in any proposed transaction to which we are proposed to be a party:
(A) Any of our directors
or officers;
(B) Any proposed nominee
for election as our director;
(C) Any person who beneficially
owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our shares; or
(D) Any relative or
spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a
director or officer of any parent or subsidiary of our company.
Item 14.
Item 14. Principal Accounting
Fees and Services
The
following table includes $5,000 fees billed for auditing and other services provided to us by Soles, Heyn and Company, LLP, plus
$9,000 billed by Assurance Dimensions, for the fiscal year ended December 31, 2018 and by Soles, Heyn and Company LLP, for the
fiscal year ended December 31, 2017:
PART IV
Item 15.
Item 15. Exhibits, Financial
Statement Schedules
*Filed
herewith
**Previously
filed
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
Date:
December 18, 2020
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/
Thomas Tran
Chief Executive Officer, Chief Technology Officer
December 18, 2020
Thomas Tran
President, Secretary & Treasurer
/s/ Nick
Nguyen
Chief Financial Officer & Chief Operating
Officer
December 18, 2020
Nick Nguyen