Document/ExhibitDescriptionPagesSize 1: 10-12G Registration Statement HTML 406K
2: EX-3.1I Articles of Incorporation/Organization or Bylaws HTML 12K
3: EX-3.2I Articles of Incorporation/Organization or Bylaws HTML 10K
4: EX-10.1 Consulting Agreement HTML 7K
5: EX-10.2 Share Exchange Agreement HTML 21K
6: EX-10.3 Promissory Note HTML 10K
7: EX-10.4 Security Agreement HTML 19K
8: EX-10.5 Termination Agreement HTML 7K
(Registrant’s
telephone number, including area code)
Securities
to be registered under Section 12(b) of the Act: None
Securities
to be registered under Section 12(g) of the Act:
Common Stock, $0.0001 par value per share
(Title
of each class to be so registered)
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting Company. See 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
☐
Accelerated
filer
☐
Non-accelerated
filer
☐
Smaller
reporting Company
☒
Emerging
Growth Company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
As used
in this registration statement, unless the context otherwise
requires, the terms the “Company,”“Registrant,”“we,”“us,”“our,” or “COUV,” refer to Corporate
Universe, Inc., a Delaware corporation.
ii
FORWARD-LOOKING STATEMENTS
Except
for statements of historical fact, some information in this
document contains “forward-looking statements” that
involve substantial risks and uncertainties. You can identify these
forward-looking statements by words such as “may,”“will,”“should,”“anticipate,”“estimate,”“plans,”“potential,”“projects,”“continuing,”“ongoing,”“expects,”“management believes,”“we
believe,”“we intend” or the negative of these
words or other variations on these words or comparable terminology.
The statements that contain these or similar words should be read
carefully because these statements discuss our future expectations,
contain projections of our future results of operations or of our
financial position, or state other forward-looking information. We
believe that it is important to communicate our future expectations
to our investors. However, there may be events in the future that
we are not able accurately to predict or control. Further, we urge
you to be cautious of the forward-looking statements which are
contained in this registration statement because they involve
risks, uncertainties and other factors affecting our operations,
market growth, service, products and licenses. The factors listed
in the sections captioned “Risk Factors” and
“Description of Business,” as well as other cautionary
language in this registration statement and events in the future
may cause our actual results and achievements, whether expressed or
implied, to differ materially from the expectations we describe in
our forward-looking statements. We operate in a very competitive
and rapidly changing environment. New risks emerge from time to
time. It is not possible for us to predict all of those risks, nor
can we assess the impact of all of those risks on our business or
the extent to which any factor may cause actual results to differ
materially from those contained in any forward-looking statement.
The forward-looking statements in this registration statement are
based on assumptions management believes are reasonable. However,
due to the uncertainties associated with forward-looking
statements, you should not place undue reliance on any
forward-looking statements. Further, forward-looking statements
speak only as of the date they are made, and unless required by
law, we expressly disclaim any obligation or undertaking to
publicly update any of them in light of new information, future
events, or otherwise. The occurrence of any of the events described
as risk factors or other future events could have a material
adverse effect on our business, results of operations and financial
position. Since our common stock is considered a “penny
stock,” we are ineligible to rely on the safe harbor for
forward-looking statements provided in Section 27A of the
Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities and Exchange Act of
1934, as amended (the “Exchange Act”).
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
When
this registration statement becomes effective, we will begin to
file reports, proxy statements, information statements and other
information with the United States Securities and Exchange
Commission (the “SEC”). You may read and copy this
information, for a copying fee, at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for more information on its Public Reference
Room. Our SEC filings will also be available to the public from
commercial document retrieval services, and at the Web site
maintained by the SEC at http://www.sec.gov.
When
this registration statement is effective, we will make available,
through a link to the SEC’s Web site, electronic copies of
the materials we file with the SEC (including our annual reports on
Form 10-K, our quarterly reports on Form 10-Q, our current reports
on Form 8-K, the Section 16 reports filed by our executive
officers, directors and 10% stockholders and amendments to those
reports). To receive paper copies of our SEC filings, please
contact us by mail addressed to Investor Relations, Corporate
Universe, Inc., 2093 Philadelphia Pike #8334, Claymont, DE19703.
Corporate
Universe, Inc ("COUV” or the "Company”) was
incorporated in Delaware on May 28, 1986 as Cross Atlantic Capital
Inc. On January 5, 1998, the Company changed its name to Elgin e2
Inc. On June 16, 1999the Company changed its name to Elgin
Technologies Inc. On September 30, 2008, the Company changed its
name to Inicia Incorporated (“Inicia”). On August 9,2010, the Company filed a Certificate of Amendment to the
Certificate of Incorporation of the Company with the Secretary of
State of the State of Delaware. The filing with the Secretary of
State changed the name from Inicia to Corporate Universe,
Inc.
On
December 10, 2020, the Company signed a Letter of Intent (the
“Binding Letter of Intent”) to acquire 100% of the
equity interest of Oxicon Limited, an entity incorporated and
registered under the laws of England and Wales (Registration Number
06826090), which was formerly known as Solutions for Start Up
Ventures Limited (“Solutions”), (the
“Acquisition”) the owner of the ongoing business and
assets of Zapgo Limited. The consideration for the Acquisition is
100,000,000 shares of newly issued common stock in the Company and
a newly created series of preferred stock in the Company which
shall be convertible into 60% of the issued and outstanding shares
of the Company. Upon signing the Binding Letter of Intent, the
Company loaned $100,000.00 (See Note 7) to be forgiven at Closing.
As required by the Binding Letter of Intent, the Company also
loaned an additional $400,000.00, of which $270,000.00 was an
immediate payment of fees owed to the Administrator of Zapgo
Limited (the “Administrator”).
The
Administrator was paid in full by February 28, 2021, and the
Administrator’s lien on the Zapgo Assets was discharged on
March 16, 2021, such that the Zapgo Assets were no longer
encumbered.
On
March 16, 2021, as part of the reorganization of its business in
preparation for the Acquisition, Oxicon Limited became a
wholly-owned subsidiary of Carbon-Ion Energy, Inc., a Delaware
corporation (“Carbon Ion”), which assumed the legal
right to complete the Acquisition, as set forth in the Binding
Letter of Intent.
Pursuant
to the terms of the Share Exchange Agreement between the Company
and Carbon Ion, the Company anticipates a change in control upon
the Closing of the Acquisition, which includes the appointment of
Andrew Sispoidis to the Company’s Board of Directors and the
Company’s Chief Executive Officer.
On
April 13, 2021, the Company entered into a Share Exchange Agreement
with Carbon Ion in order to complete the Acquisition as set forth
in the Binding Letter of Intent.
On
April 13, 2021, in connection with the Share Exchange Agreement,
the Company also entered into a Securities Purchase Agreement,
Secured Promissory Note, and Security Agreement, under which the
Company agreed to loan $1,000,000.00 to Carbon Ion, to be secured
by the assets of Carbon Ion and its wholly-owned subsidiary, Oxicon
Limited. Both Carbon Ion and Oxicon Limited are Grantors under the
Security Agreement, such that the Company has a security interest
in the assets of Oxicon Limited, the most important assets of which
are the ongoing business and assets of Zapgo Limited
(“Zapgo”), including Zapgo’s patents and other
intellectual property, and contracts of employment (the
“Zapgo Assets”), which Oxicon Limited acquired on
September 11, 2020 from Zapgo from the Zapgo
Administrators.
Also on
April 13, 2021, in connection with the Share Exchange Agreement,
Carbon Ion issued the Company a Promissory Note in the principal
amount of $1,500,000.00, which includes the loan of $1,000,000 on
April 13, 2021, (and also replaces the previous $100,000.00
promissory note dated December 11, 2020 and the subsequent
$400,000.00 promissory note dated January 25, 2021 issued to the
Company by Solutions, and such replacement was formalized in a
Termination Agreement, also signed on April 13, 2021
As of
the date of filing, the Company and Carbon Ion are in the process
of completing the steps necessary for the Closing of the
Acquisition, the details of which shall be included in a subsequent
Current Report to be filed on Form 8-K and the Company intends to
provide further detail as to the proposed change in control in a
Schedule 14 to be filed with the SEC.
The
Company has a focus on emerging business development to create
value for our shareholders and provide the environment for business
growth and stability.
Employees
COUV
currently has no employees. Its CEO, Isaac H. Sutton performs
services for the Company under a Consulting Agreement with Sutton
Global Associates, Inc. and engages additional outside
professionals for specific service needs, such as legal and
accounting.
Other Corporate Information
General information
Our
business address is 2093 Philadelphia Pike #8334, Claymont, DE19703. Our phone number is (302) 273-1150. Our website is
www.corpuniverse.com. Our email address is info@corpuniverse.com.
The information contained in, or that can be accessed through, our
website is not part of this registration statement.
Reports to Security Holders.
The
Company will file reports with the SEC. The Company will be a
reporting company and will comply with the requirements of the
Exchange Act.
The
public may read and copy any materials the Company files with the
SEC in the SEC’s Public Reference Section, Room 1580, 100 F
Street N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Section by
calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains
an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC, which can be found at
http://www.sec.gov.
You should carefully consider the risks described below together
with all of the other information included in this registration
statement before making an investment decision with regard to our
securities. The statements contained in or incorporated herein that
are not historic facts are forward-looking statements that are
subject to risks and uncertainties that could cause actual results
to differ materially from those set forth in or implied by
forward-looking statements. If any of the following risks actually
occurs, our business, financial condition or results of operations
could be harmed. In that case, you may lose all or part of your
investment. In addition to other information in this registration
statement and in other filings we make with the Securities and
Exchange Commission, the following risk factors should be carefully
considered in evaluating our business as they may have a
significant impact on our business, operating results and financial
condition. If any of the following risks actually occurs, our
business, financial condition, results of operations and future
prospects could be materially and adversely affected. Because of
the following factors, as well as other variables affecting our
operating results, past financial performance should not be
considered as a reliable indicator of future performance and
investors should not use historical trends to anticipate results or
trends in future periods.
Risks Related to Our Business
WE HAVE A LIMITED OPERATING HISTORY.
The
Company was incorporated under the laws of the State of Delaware on
May 28, 1986. From 2010 through July 9, 2020, the Company was
dormant under prior management. Accordingly, since July 9, 2020,
beginning with the appointment of Isaac H. Sutton as our sole
officer and director, the Company has limited operating history
with which you can evaluate its business and prospects. An investor
in the Company must consider its business and prospects in light of
the risks, uncertainties and difficulties frequently encountered by
early-stage companies, including limited capital, delays in product
development, possible marketing and sales obstacles and delays,
inability to gain customer and merchant acceptance or inability to
achieve significant distribution of our products and services to
customers. The Company cannot be certain that it will successfully
address these risks. Its failure to address any of these risks
could have a material adverse effect on its business.
WE ARE NOT PROFITABLE AND MAY NEVER BE PROFITABLE.
Since
inception through the present, we have been dependent on raising
capital to support our working capital needs. During this same
period, we have recorded net accumulated losses and are yet to
achieve profitability. Our ability to achieve profitability depends
upon many factors, including its ability to develop and
commercialize our websites. There can be no assurance that we will
ever achieve any significant revenues or profitable
operations.
OUR OPERATING EXPENSES EXCEED OUR REVENUES AND WILL LIKELY CONTINUE
TO DO SO FOR THE FORESEEABLE FUTURE.
We are
in an early stage of our development and we have not generated any
revenues to offset our operating expenses. Our operating expenses
will likely continue to exceed our operating income for the
foreseeable future, until such time as we are able to monetize our
brands and generate substantial revenues, particularly as we
undertake payment of the increased costs of operating as a public
company.
WE WILL NEED ADDITIONAL CAPITAL, WHICH MAY BE DIFFICULT TO RAISE AS
A RESULT OF OUR LIMITED OPERATING HISTORY OR ANY NUMBER OF OTHER
REASONS.
We
expect that we will have adequate financing for the next 8-10
months. However, in the event that we exceed our expected growth,
we would need to raise additional capital. There is no assurance
that additional equity or debt financing will be available to us
when needed, on acceptable terms or even at all. Our limited
operating history makes investor evaluation and an estimation of
our future performance substantially more difficult. As a result,
investors may be unwilling to invest in us or such investment may
be on terms or conditions which are not acceptable. In the event
that we are not able to secure financing, we may have to scale back
our growth plans or cease operations.
WE HAVE NOT ADOPTED VARIOUS CORPORATE GOVERNANCE MEASURES, AND AS A
RESULT STOCKHOLDERS MAY HAVE LIMITED PROTECTIONS AGAINST INTERESTED
DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR
MATTERS.
Recent
Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures
designed to promote the integrity of corporate management and the
securities markets. Because our securities are not yet listed on a
national securities exchange, we are not required to adopt these
corporate governance measures and have not done so voluntarily in
order to avoid incurring the additional costs associated with such
measures. Among these measures is the establishment of independent
committees of the Board of Directors. However, to the extent a
public market develops for our securities, such legislation will
require us to make changes to our current corporate governance
practices. Those changes may be costly and time-consuming.
Furthermore, the absence of the governance measures referred to
above with respect to our Company may leave our shareholders with
more limited protection in connection with interested director
transactions, conflicts of interest and similar
matters.
2
WE MAY BE UNABLE TO DEVELOP NEW PRODUCTS AND SERVICES AND THE
DEVELOPMENT OF NEW PRODUCTS AND SERVICES MAY EXPOSE US TO
ADDITIONAL COSTS OR OPERATIONAL RISK.
Our
financial performance depends, in part, on its ability to develop,
market and manage new products and services. The development and
introduction of new products and services require continued
innovative efforts and may require significant time and resources
as well as ongoing support and investment. Substantial risk and
uncertainties are associated with the introduction of new products
and services, including the implementation of new and appropriate
operational controls and procedures, shifting client and market
preferences, the introduction of competing products or services and
compliance with regulatory requirements.
WE
MAY BECOME SUBJECT TO LEGAL PROCEEDINGS THAT COULD HAVE A MATERIAL
ADVERSE IMPACT ON OUR FINANCIAL POSITION AND RESULTS OF
OPERATIONS.
From
time to time and in the ordinary course of our business, we and
certain of our subsidiaries may become involved in various legal
proceedings. All such legal proceedings are inherently
unpredictable and, regardless of the merits of the claims,
litigation may be expensive, time-consuming and disruptive to our
operations and distracting to management. If resolved against us,
such legal proceedings could result in excessive verdicts,
injunctive relief or other equitable relief that may affect how we
operate our business. Similarly, if we settle such legal
proceedings, it may affect how we operate our business. Future
court decisions, alternative dispute resolution awards, business
expansion or legislative activity may increase our exposure to
litigation and regulatory investigations. In some cases,
substantial noneconomic remedies or punitive damages may be sought.
We currently do not maintain liability insurance coverage, but even
if we had such insurance, there can be no assurance that such
coverage will cover any particular verdict, judgment or settlement
that may be entered against us, that such coverage will prove to be
adequate or that such coverage will continue to remain available on
acceptable terms, if at all. If we obtain such insurance, we could
still incur liability that exceeds our insurance coverage or that
is not within the scope of the coverage in legal proceedings
brought against us, it could have an adverse effect on our
business, financial condition and results of
operations.
WE INTEND TO CONTINUE STRATEGIC BUSINESS ACQUISITIONS AND OTHER
COMBINATIONS, WHICH ARE SUBJECT TO INHERENT RISKS.
We may
continue to seek and complete strategic business acquisitions and
other combinations that we believe are complementary to our
business. Acquisitions have inherent risks which may have a
material adverse effect on our business, financial condition,
operating results or prospects, including, but not limited to: 1)
failure to successfully integrate the business and financial
operations, services, intellectual property, solutions or personnel
of an acquired business and to maintain uniform standard controls,
policies and procedures; 2) diversion of management’s
attention from other business concerns; 3) entry into markets in
which we have little or no direct prior experience; 4) failure to
achieve projected synergies and performance targets; 5) loss of
clients or key personnel; 6) incurrence of debt or assumption of
known and unknown liabilities; 7) write-off of software development
costs, goodwill, client lists and amortization of expenses related
to intangible assets; 8) dilutive issuances of equity securities;
and, 9) accounting deficiencies that could arise in connection
with, or as a result of, the acquisition of an acquired company,
including issues related to internal control over financial
reporting and the time and cost associated with remedying such
deficiencies. If we fail to successfully integrate acquired
businesses or fail to implement our business strategies with
respect to these acquisitions, we may not be able to achieve
projected results or support the amount of consideration paid for
such acquired businesses.
3
IF WE ARE UNABLE TO MANAGE OUR GROWTH IN THE NEW MARKETS IN WHICH
WE OFFER SOLUTIONS OR SERVICES, OUR BUSINESS AND FINANCIAL RESULTS
COULD SUFFER.
Our
future financial results will depend in part on our ability to
profitably manage our business in the new markets that we enter.
Difficulties in managing future growth in new markets could have a
significant negative impact on our business, financial condition
and results of operations.
WE RELY HEAVILY ON OUR MANAGEMENT, AND THE LOSS OF THEIR SERVICES
COULD ADVERSELY AFFECT OUR BUSINESS.
Our
success is highly dependent upon the continued services of our
management including our Chief Executive Officer Chief Financial
Officer and Director, Isaac H. Sutton. The loss of Mr.
Sutton’s services would have a material adverse effect on the
Company and its business operations.
WE
MAY NOT BE ABLE TO IMPLEMENT OUR GROWTH AND MARKETING STRATEGY
SUCCESSFULLY OR ON A TIMELY BASIS OR AT ALL.
Our
future success depends, in large part, on our ability to implement
our growth strategy of expanding distribution and sales of our
product portfolio, attracting new consumers and introducing new
product lines and product extensions.
Our
sales and operating results will be adversely affected if we fail
to implement our growth strategy or if we invest resources in a
growth strategy that ultimately proves unsuccessful.
CYBER SECURITY RISKS AND THE FAILURE TO MAINTAIN THE INTEGRITY OF
DATA BELONGING TO OUR COMPANY COULD EXPOSE US TO DATA LOSS,
LITIGATION AND LIABILITY, AND OUR REPUTATION COULD BE SIGNIFICANTLY
HARMED.
We may
from time to time collect and retain large volumes of data relating
to our business and from our customers for business purposes,
including for transactional and promotional purposes, and our
various information technology systems enter, process, summarize
and report such data. The integrity and protection of this data is
critical to our business. Maintaining compliance with the evolving
regulations and requirements applicable to data security and
information privacy protection could be difficult and may increase
our expenses. In addition, a penetrated or compromised data system
or the intentional, inadvertent or negligent release or disclosure
of data could result in theft, loss or fraudulent or unlawful use
of data relating to our company or our employees, independent
distributors or preferred customers, which could harm our
reputation, disrupt our operations, or result in remedial and other
costs, fines or lawsuits.
COMPUTER MALWARE, VIRUSES, HACKING, PHISHING ATTACKS AND SPAMMING
COULD HARM OUR BUSINESS AND RESULTS OF OPERATIONS.
Computer
malware, viruses, physical or electronic break-ins and similar
disruptions could lead to interruption and delays in our services
and operations and loss, misuse or theft of data. Computer malware,
viruses, computer hacking and phishing attacks against online
networking platforms have become more prevalent and may occur on
our systems in the future.
4
Any
attempts by hackers to disrupt our internal systems, if successful,
could harm our business, be expensive to remedy and damage our
reputation or brand. We currently do not maintain network security
business disruption insurance, but even if we obtain such coverage,
it may not be sufficient to cover significant expenses and losses
related to direct attacks on our website or internal systems.
Efforts to prevent hackers from entering our computer systems are
expensive to implement and may limit the functionality of our
services. Though it is difficult to determine what, if any, harm
may directly result from any specific interruption or attack, any
failure to maintain performance, reliability, security and
availability of our products and services and technical
infrastructure may harm our reputation. Any significant disruption
to our website or internal computer systems could adversely affect
our business and results of operations.
OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY COULD IMPAIR OUR
COMPETITIVE ADVANTAGE, REDUCE OUR REVENUE, AND INCREASE OUR
COSTS.
Our
success and ability to compete depends and will depend in part on
our ability to obtain and maintain the proprietary aspects of our
technologies and products. We rely on a combination of trade
secrets, patents, copyrights, trademarks, confidentiality
agreements, and other contractual provisions to protect our
intellectual property, but these measures may provide only limited
protection. We may not always be able to enforce these agreements
and may fail to enter into any such agreement in every instance
when appropriate. We may from time to time license from third
party’s their brands or certain technology used in and for
our products. These third-party licenses are granted with
restrictions; therefore, such third-party technology may not remain
available to us on terms beneficial to us. Our failure to enforce
and protect our intellectual property rights or obtain from third
parties the right to use necessary technology could have a material
adverse effect on our business, operating results, and financial
condition. In addition, the laws of some foreign countries do not
protect proprietary rights as fully as do the laws of the United
States.
WE MAY FAIL TO RECRUIT AND RETAIN KEY PERSONNEL, WHICH COULD IMPAIR
OUR ABILITY TO MEET KEY OBJECTIVES.
Our
success depends on our ability to attract and retain highly-skilled
technical, managerial, sales, and marketing personnel. Changes in
key personnel may be disruptive to our business. It could be
difficult, time consuming and expensive to replace key personnel.
Integrating new key personnel may be difficult and costly.
Volatility, lack of positive performance in our stock price or
changes to our overall compensation program including our stock
incentive program may adversely affect our ability to retain key
employees, many of whom are compensated, in part, based on the
performance of our stock price. The loss of services of any of our
key personnel, the inability to retain and attract qualified
personnel in the future or delays in hiring required personnel
could make it difficult to meet key objectives. Any of these
impairments related to our key personnel could negatively affect
our business, financial condition and financial
results.
To
remain competitive in our industries, we must attract, motivate and
retain highly skilled managerial, sales, marketing, consulting and
technical personnel, including executives and consultants. Our
failure to attract additional qualified personnel to meet our needs
could have a material adverse effect on our prospects for long-term
growth. Our success is dependent to a significant degree on the
continued contributions of key management. The unexpected loss of
key personnel could have a material adverse impact on our business
and results
Risks Related to Our Common Stock
OUR STOCK PRICE MAY BE VOLATILE OR MAY DECLINE REGARDLESS OF OUR
OPERATING PERFORMANCE, AND YOU MAY LOSE PART OR ALL OF YOUR
INVESTMENT.
The
market price of our common stock may fluctuate widely in response
to various factors, some of which are beyond our control,
including:
●
actions
by competitors;
●
actual
or anticipated growth rates relative to our
competitors;
●
the
public’s response to press releases or other public
announcements by us or third parties, including our filings with
the SEC;
●
economic,
legal and regulatory factors unrelated to our
performance;
●
any
future guidance we may provide to the public, any changes in such
guidance or any difference between our guidance and actual
results;
●
changes
in financial estimates or recommendations by any securities
analysts who follow our common stock;
●
speculation
by the press or investment community regarding our
business;
●
litigation;
●
changes
in key personnel; and
●
future
sales of our common stock by our officers, directors and
significant shareholders.
5
In
addition, the stock markets, including the grey market and the
over-the-counter markets where we were quoted, have experienced
extreme price and volume fluctuations that have affected and
continue to affect the market prices of equity securities of many
companies. These broad market fluctuations may materially affect
our stock price, regardless of our operating results. Furthermore,
the market for our common stock historically has been limited and
we cannot assure you that a larger market will ever be developed or
maintained. The price at which investors purchase shares of our
common stock may not be indicative of the price that will prevail
in the trading market. Market fluctuations and volatility, as well
as general economic, market and political conditions, could reduce
our market price. As a result, these factors may make it more
difficult or impossible for you to sell our common stock for a
positive return on your investment. In the past, shareholders have
instituted securities class action litigation following periods of
market volatility. If we were involved in securities litigation, we
could incur substantial costs and our resources and the attention
of management could be diverted from our business.
FUTURE SALES OF SHARES OF OUR COMMON STOCK, OR THE PERCEPTION IN
THE PUBLIC MARKETS THAT THESE SALES MAY OCCUR, MAY DEPRESS OUR
STOCK PRICE.
The
market price of our common stock could decline significantly as a
result of sales of a large number of shares of our common stock. In
addition, if our significant shareholders sell a large number of
shares, or if we issue a large number of shares, the market price
of our stock could decline. Any issuance of additional common stock
by us in the future, or warrants or options to purchase our common
stock, if exercised, would result in dilution to our existing
shareholders. Such issuances could be made at a price that reflects
a discount or a premium to the then-current trading price of our
common stock. Moreover, the perception in the public market that
shareholders might sell shares of our stock or that we could make a
significant issuance of additional common stock in the future could
depress the market for our shares. These sales, or the perception
that these sales might occur, could depress the market price of our
common stock or make it more difficult for us to sell equity
securities in the future at a time and at a price that we deem
appropriate.
We have
issued shares of common stock, and convertible notes which are
convertible into shares of our common stock in connection with our
private placements. In addition, we issued shares of our common
stock, and convertible notes which are convertible into shares of
our preferred stock, in financing transactions that are deemed to
be “restricted securities,” as that term is defined in
Rule 144 promulgated under the Securities Act. From time to time,
certain of our shareholders may be eligible to sell all or some of
their restricted shares of common stock by means of ordinary
brokerage transactions in the open market pursuant to Rule 144,
subject to certain limitations. The resale pursuant to Rule 144 of
shares acquired from us in private transactions could cause our
stock price to decline significantly.
“PENNY STOCK” RULES MAY MAKE BUYING OR SELLING OUR
COMMON STOCK DIFFICULT.
If the
market price for our common stock is below $5.00 per share, trading
in our common stock may be subject to the “penny stock”
rules. The SEC has adopted regulations that generally define a
penny stock to be any equity security that has a market price of
less than $5.00 per share, subject to certain exceptions. These
rules would require that any broker-dealer that would recommend our
common stock to persons other than prior customers and accredited
investors, must, prior to the sale, make a special written
suitability determination for the purchaser and receive the
purchaser’s written agreement to execute the transaction.
Unless an exception is available, the regulations would require the
delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks
associated with trading in the penny stock market. In addition,
broker-dealers must disclose commissions payable to both the
broker-dealer and the registered representative and current
quotations for the securities they offer. The additional burdens
imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in our common stock,
which could severely limit the market price and liquidity of our
common stock.
6
SALES OF OUR CURRENTLY ISSUED AND OUTSTANDING STOCK MAY BECOME
FREELY TRADABLE PURSUANT TO RULE 144 AND MAY DILUTE THE MARKET FOR
YOUR SHARES AND HAVE A DEPRESSIVE EFFECT ON THE PRICE OF THE SHARES
OF OUR COMMON STOCK.
A
substantial majority of our outstanding shares of common stock are
“restricted securities” within the meaning of Rule 144
under the Securities Act. As restricted shares, these shares may be
resold only pursuant to an effective registration statement or
under the requirements of Rule 144 or other applicable exemptions
from registration under the Act and as required under applicable
state securities laws. Rule 144 provides in essence that an
Affiliate (as such term is defined in Rule 144(a)(1)) of an issuer
who has held restricted securities for a period of at least six
months (one year after filing Form 10 information with the SEC for
shell companies and former shell companies) may, under certain
conditions, sell every three months, in brokerage transactions, a
number of shares that does not exceed the greater of 1% of a
company’s outstanding shares of common stock or the average
weekly trading volume during the four calendar weeks prior to the
sale (the four calendar week rule does not apply to companies
quoted on the OTC Bulletin Board). Rule 144 also permits, under
certain circumstances, the sale of securities, without any
limitation, by a person who is not an Affiliate of the Company and
who has satisfied a one-year holding period. A sale under Rule 144
or under any other exemption from the Act, if available, or
pursuant to subsequent registrations of our shares of common stock,
may have a depressive effect upon the price of our shares of common
stock in any active market that may develop.
POTENTIAL FUTURE FINANCINGS MAY DILUTE THE HOLDINGS OF OUR CURRENT
SHAREHOLDERS.
In
order to provide capital for the operation of our business, in the
future we may enter into financing arrangements. These arrangements
may involve the issuance of new shares of common stock, preferred
stock that is convertible into common stock, debt securities that
are convertible into common stock or warrants for the purchase of
common stock. Any of these items could result in a material
increase in the number of shares of common stock outstanding, which
would in turn result in a dilution of the ownership interests of
existing common shareholders. In addition, these new securities
could contain provisions, such as priorities on distributions and
voting rights, which could affect the value of our existing common
stock.
WE CURRENTLY DO NOT INTEND TO PAY
DIVIDENDS ON OUR COMMON STOCK. AS A RESULT, YOUR ONLY OPPORTUNITY
TO ACHIEVE A RETURN ON YOUR INVESTMENT IS IF THE PRICE OF OUR
COMMON STOCK APPRECIATES .
We
currently do not expect to declare or pay dividends on our common
stock. In addition, in the future we may enter into agreements that
prohibit or restrict our ability to declare or pay dividends on our
common stock. As a result, your only opportunity to achieve a
return on your investment will be if the market price of our common
stock appreciates and you sell your shares at a
profit.
YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST DUE TO THE
FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON
STOCK.
We do
not have sufficient funds to finance the growth of our business on
hand. As a result, we will require additional funds from future
equity or debt financings, including tax equity financing
transactions or sales of preferred shares or convertible debt, to
complete the development of new projects and pay the general and
administrative costs of our business. We may in the future issue
our previously authorized and unissued securities, resulting in the
dilution of the ownership interests of holders of our common stock.
We are currently authorized to issue 2,500,000,000 shares of common
stock. The potential issuance of such additional shares of common
stock or preferred stock or convertible debt may create downward
pressure on the trading price of our common stock. We may also
issue additional shares of common stock or other securities that
are convertible into or exercisable for common stock in future
public offerings or private placements for capital raising purposes
or for other business purposes. The future issuance of a
substantial number of common shares into the public market, or the
perception that such issuance could occur, could adversely affect
the prevailing market price of our common shares. A decline in the
price of our common shares could make it more difficult to raise
funds through future offerings of our common shares or securities
convertible into common shares.
7
OUR SHARES OF COMMON STOCK ARE CURRENTLY TRADED ON THE GREY MARKET,
ARE VERY THINLY TRADED, AND THE PRICE MAY NOT REFLECT OUR VALUE AND
THERE CAN BE NO ASSURANCE THAT THERE WILL BE AN ACTIVE MARKET FOR
OUR SHARES OF COMMON STOCK EITHER NOW OR IN THE
FUTURE.
Our
shares of common stock are very thinly traded, and the price, if
traded, may not reflect our value. There can be no assurance that
there will be an active market for our shares of common stock
either now or in the future. The market liquidity will be dependent
on the perception of our operating business and any steps that our
management might take to increase awareness of our Company with
investors. There can be no assurance given that there will be any
awareness generated. Consequently, investors may not be able to
liquidate their investment or liquidate it at a price that reflects
the value of the business. If a more active market should develop,
the price may be highly volatile. Because there may be a low price
for our shares of common stock, many brokerage firms may not be
willing to effect transactions in the securities. Even if an
investor finds a broker willing to effect a transaction in the
shares of our common stock, the combination of brokerage
commissions, transfer fees, taxes, if any, and any other selling
costs may exceed the selling price. Further, many lending
institutions will not permit the use of such shares of common stock
as collateral for loans.
WE HAVE A SIGNIFICANT NUMBER OF SHARES OF OUR COMMON STOCK ISSUABLE
UPON CONVERSION OF CERTAIN OUTSTANDING OPTIONS, AND CONVERTIBLE
NOTES, AND THE ISSUANCE OF SUCH SHARES UPON EXERCISE OR CONVERSION
WILL HAVE A SIGNIFICANT DILUTIVE IMPACT ON OUR STOCKHOLDERS. SALES
OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK FOLLOWING THE
EXPIRATION OF LOCK-UPS MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR
COMMON STOCK AND THE ISSUANCE OF ADDITIONAL SHARES WILL DILUTE ALL
OTHER STOCKHOLDERS.
As of
April 22, 2021, there are 146,132,000 shares of Common Stock
issuable upon conversion of our convertible notes, subject to the
provisions in such convertible notes which limit the holder’s
beneficial ownership to a maximum of 4.99% or 9.99% of the issued
and outstanding shares of the Company’s Common
Stock.
FUTURE ISSUANCE OF OUR COMMON STOCK, PREFERRED STOCK, OPTIONS AND
WARRANTS COULD DILUTE THE INTERESTS OF EXISTING
STOCKHOLDERS.
We may
issue additional shares of our common stock, preferred stock,
options and warrants in the future. The issuance of a substantial
amount of common stock, options and warrants could have the effect
of substantially diluting the interests of our current
stockholders. In addition, the sale of a substantial amount of
common stock or preferred stock in the public market, or the
exercise of a substantial number of warrants and options either in
the initial issuance or in a subsequent resale by the target
company in an acquisition which received such common stock as
consideration or by investors who acquired such common stock in a
private placement could have an adverse effect on the market price
of our common stock.
8
WE DO NOT INTEND TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE, AND
YOU MUST RELY ON INCREASES IN THE MARKET PRICES OF OUR COMMON STOCK
FOR RETURNS ON YOUR INVESTMENT.
For the
foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate
paying any cash dividends on our common stock. Accordingly,
investors must be prepared to rely on sales of their common stock
after price appreciation to earn an investment return, which may
never occur. Investors seeking cash dividends should not purchase
our common stock. Any determination to pay dividends in the future
will be made at the discretion of our Board and will depend on our
results of operations, financial condition, contractual
restrictions, restrictions imposed by applicable law and other
factors the Board deems relevant.
OUR EXECUTIVE OFFICERS AND DIRECTORS POSSESS SIGNIFICANT VOTING
POWER WITH RESPECT TO OUR COMMON STOCK, WHICH WILL LIMIT YOUR
INFLUENCE ON CORPORATE MATTERS.
As of
April 22, 2021, our directors and executive officers collectively
beneficially own approximately 15,600,000 of the shares of our
common stock, which is beneficially owned by Isaac H. Sutton,
representing 3.2% of the shares of our common stock.
As a
result, our insiders have the ability to significantly influence
our management and affairs through the election and removal of our
Board and all other matters requiring stockholder approval,
including any future merger, consolidation or sale of all or
substantially all of our assets. This concentrated voting power
could discourage others from initiating any potential merger,
takeover or other change-of-control transaction that may otherwise
be beneficial to our stockholders. Furthermore, this concentrated
control will limit the practical effect of your influence over our
business and affairs, through any stockholder vote or otherwise.
Any of these effects could depress the price of our common
stock.
OUR ARTICLES OF INCORPORATION GRANTS OUR BOARD THE POWER TO ISSUE
ADDITIONAL SHARES OF COMMON AND PREFERRED SHARES AND TO DESIGNATE
OTHER CLASSES OF PREFERRED SHARES, ALL WITHOUT STOCKHOLDER
APPROVAL.
Our
authorized capital consists of 2,500,000,000 shares of common stock
and 1,000,000 shares are authorized as preferred stock. Our Board,
without any action by our stockholders, may designate and issue
shares of preferred stock in such series as it deems appropriate
and establish the rights, preferences and privileges of such
shares, including dividends, liquidation and voting rights,
provided it is consistent with Delaware law.
The
rights of holders of our preferred stock that may be issued could
be superior to the rights of holders of our shares of common stock.
The designation and issuance of shares of capital stock having
preferential rights could adversely affect other rights appurtenant
to shares of our common stock. Furthermore, any issuances of
additional stock (common or preferred) will dilute the percentage
of ownership interest of then-current holders of our capital stock
and may dilute our book value per share.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
This registration statement on Form 10 and other reports filed by
the Company from time to time with the SEC (collectively, the
“Filings”) contain or may contain forward-looking
statements and information that are based upon beliefs of, and
information currently available to, the Company’s management
as well as estimates and assumptions made by Company’s
management. Readers are cautioned not to place undue reliance on
these forward-looking statements, which are only predictions and
speak only as of the date hereof. When used in the Filings, the
words “anticipate,”“believe,”“estimate,”“expect,”“future,”“intend,”“plan,” or the negative of these
terms and similar expressions as they relate to the Company or the
Company’s management identify forward-looking statements.
Such statements reflect the current view of the Company with
respect to future events and are subject to risks, uncertainties,
assumptions, and other factors, including the risks relating to the
Company’s business, industry, and the Company’s
operations and results of operations. Should one or more of these
risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated,
expected, intended, or planned.
Although the Company believes that the expectations reflected in
the forward-looking statements are reasonable, the Company cannot
guarantee future results, levels of activity, performance, or
achievements. Except as required by applicable law, including the
securities laws of the United States, the Company does not intend
to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are prepared in accordance with accounting
principles generally accepted in the United States
(“GAAP”). These accounting principles require us to
make certain estimates, judgments and assumptions. We believe that
the estimates, judgments and assumptions upon which we rely are
reasonable based upon information available to us at the time that
these estimates, judgments and assumptions are made. These
estimates, judgments and assumptions can affect the reported
amounts of assets and liabilities as of the date of the financial
statements as well as the reported amounts of revenues and expenses
during the periods presented. Our financial statements would be
affected to the extent there are material differences between these
estimates and actual results. In many cases, the accounting
treatment of a particular transaction is specifically dictated by
GAAP and does not require management’s judgment in its
application. There are also areas in which management’s
judgment in selecting any available alternative would not produce a
materially different result. The following discussion should be
read in conjunction with our financial statements and notes thereto
appearing elsewhere in this report.
Management’s
discussion and analysis of results of operations and financial
condition (“MD&A”) is a supplement to the
accompanying condensed financial statements and provides additional
information on Corporate Universe, Inc.’s (“COUV”
or the “Company’) business, current developments,
financial condition, cash flows and results of
operations.
Overview
Corporate
Universe, Inc ("COUV” or the "Company”) was
incorporated in Delaware on May 28, 1986 as Cross Atlantic Capital
Inc. On January 5, 1998, the Company changed its name to Elgin e2
Inc. On June 16, 1999the Company changed its name to Elgin
Technologies Inc. On September 30, 2008, the Company changed its
name to Inicia Incorporated (“Inicia”). On August 9,2010, the Company filed a Certificate of Amendment to the
Certificate of Incorporation of the Company with the Secretary of
State of the State of Delaware. The filing with the Secretary of
State changed the name from Inicia to Corporate Universe, Inc. On
June 29, 2011, the Company changed its name to Carrier Alliance
Group Inc. On July 17, 2020, the Company changed its name back to
Corporate Universe, Inc.
From
2010 through July 9, 2020, the Company was dormant and delinquent
in its public filings under prior management. On July 9, 2020, our
former officer and director, Christopher Panzea resigned, and our
current Chief Executive Officer, Chief Financial Officer and
Chairman of the Board, Isaac H. Sutton, was appointed. At the
present time, we are limited operations. The Company has
a focus on emerging business development to create value for our
shareholders and provide the environment for business growth and
stability.
On
November 2, 2020 and subsequently amended on December 1, 2020, the
Company entered into a Share Exchange agreement to acquire
1,000,000 Shares of Medicevo Corporation (“Medicevo”),
a Delaware Corporation, from its shareholder, for $150,000 in cash
invested in Medicevo and 15,600,000 shares of the Company’s
common stock valued at $280,800 to Medicevo’s shareholder.
The Company has recorded the Investment in Medicevo in the amount
of $430,800 as a non-current asset on the balance sheet and
accounts for the investment under the cost method, which requires a
periodic assessment for impairment. Management does not believe
there is any impairment and no impairment has been recorded as of
December 31, 2020. Medicevo’s majority shareholder is
beneficially controlled by Isaac H. Sutton, the Company’s
CEO.
On
December 10, 2020, the Company signed a Letter of Intent (the
“Binding Letter of Intent”) to acquire 100% of the
equity interest of Oxicon Limited, an entity incorporated and
registered under the laws of England and Wales (Registration Number
06826090), which was formerly known as Solutions for Start Up
Ventures Limited (“Solutions”), (the
“Acquisition”) the owner of the ongoing business and
assets of Zapgo Limited. The consideration for the Acquisition is
100,000,000 shares of newly issued common stock in the Company and
a newly created series of preferred stock in the Company which
shall be convertible into 60% of the issued and outstanding shares
of the Company. Upon signing the Binding Letter of Intent, the
Company loaned $100,000.00 (See Note 7) to be forgiven at Closing.
As required by the Binding Letter of Intent, the Company also
loaned an additional $400,000.00, of which $270,000.00 was an
immediate payment of fees owed to the Administrator of Zapgo
Limited (the “Administrator”).
The
Administrator was paid in full by February 28, 2021, and the
Administrator’s lien on the Zapgo Assets was discharged on
March 16, 2021, such that the Zapgo Assets were no longer
encumbered.
On
March 16, 2021, as part of the reorganization of its business in
preparation for the Acquisition, Oxicon Limited became a
wholly-owned subsidiary of Carbon-Ion Energy, Inc., a Delaware
corporation (“Carbon Ion”), which assumed the legal
right to complete the Acquisition, as set forth in the Binding
Letter of Intent.
Pursuant
to the terms of the Share Exchange Agreement between the Company
and Carbon Ion, the Company anticipates a change in control upon
the Closing of the Acquisition, which includes the appointment of
Andrew Sispoidis to the Company’s Board of Directors and the
Company’s Chief Executive Officer.
On
April 13, 2021, the Company entered into a Share Exchange Agreement
with Carbon Ion in order to complete the Acquisition as set forth
in the Binding Letter of Intent.
On
April 13, 2021, in connection with the Share Exchange Agreement,
the Company also entered into a Securities Purchase Agreement,
Secured Promissory Note, and Security Agreement, under which the
Company agreed to loan $1,000,000.00 to Carbon Ion, to be secured
by the assets of Carbon Ion and its wholly-owned subsidiary, Oxicon
Limited. Both Carbon Ion and Oxicon Limited are Grantors under the
Security Agreement, such that the Company has a security interest
in the assets of Oxicon Limited, the most important assets of which
are the ongoing business and assets of Zapgo Limited
(“Zapgo”), including Zapgo’s patents and other
intellectual property, and contracts of employment (the
“Zapgo Assets”), which Oxicon Limited acquired on
September 11, 2020 from Zapgo from the Zapgo
Administrators.
Also on
April 13, 2021, in connection with the Share Exchange Agreement,
Carbon Ion issued the Company a Promissory Note in the principal
amount of $1,500,000.00, which includes the loan of $1,000,000 on
April 13, 2021, (and also replaces the previous $100,000.00
promissory note dated December 11, 2020 and the subsequent
$400,000.00 promissory note dated January 25, 2021 issued to the
Company by Solutions, and such replacement was formalized in a
Termination Agreement, also signed on April 13, 2021
As of
the date of filing, the Company and Carbon Ion are in the process
of completing the steps necessary for the Closing of the
Acquisition, the details of which shall be included in a subsequent
Current Report to be filed on Form 8-K and the Company intends to
provide further detail as to the proposed change in control in a
Schedule 14 to be filed with the SEC.
10
Critical Accounting Policies
Our
significant accounting policies are summarized in Note 2 to our
audited financial statements for the years ended December 31, 2020
and December 31, 2019. Certain of our accounting policies require
the application of significant judgment by our management, and such
judgments are reflected in the amounts reported in our condensed
consolidated financial statements. In applying these policies, our
management uses judgment to determine the appropriate assumptions
to be used in the determination of estimates. Those estimates are
based on our historical experience, terms of existing contracts,
our observance of market trends, information provided by our
strategic partners and information available from other outside
sources, as appropriate. Actual results may differ significantly
from the estimates contained in our condensed consolidated
financial statements.
Revenues
for the twelve months ended December 31, 2020 were $0 as compared
with $0 for the comparable prior year period, a change of $0, or
0%. The lack of revenue is due to the fact that the Company
recommenced operations in 2020 following a period of dormancy under
prior management.
Operating Expenses
Operating
expenses for the twelve months ended December 31, 2020 were
$204,523 as compared with $0 for the comparable prior year period,
an increase of $204,523. The increase in operating expenses is due
to the recommencement of business operations in 2020 following a
period in which the Company was dormant under prior management,
resulting in a $95,403 increase in personnel expenses, , a $37,960
increase in professional fees, and a $71,960 increase in general
and administrative expenses compared to the comparable prior year
period.
Net Operating Loss
Our net
loss for the twelve months ended December 31, 2020 was $204,523 as
compared with a net loss of $0 for the comparable prior year
period, an increase of $204,523. The increase in net operating loss
is primarily due to the increase in operating expenses recorded in
the current period due to the commencement of operations in 2020
compared to the comparable prior year period.
11
Professional Fees
Legal
and accounting fees for the twelve months ended December 31, 2020
were $37,960. No professional fees were incurred during the twelve
months ended December 31, 2019.
General and Administrative Expenses
General
and Administrative expenses for the twelve months ended December31, 2020 were $71,160 as compared with $0 for the comparable prior
year period, an increase of $71,160. The increase in general and
administrative expenses is due to the commencement of business
operations in 2020.
Interest Expense
Interest
expense of $382,957 was accrued on convertible promissory notes
during the twelve months ended December 31, 2020, compared with
$250 interest expense accrued during the comparable period in
2019.
Net Loss
Our net
loss for the twelve months ended December 31, 2020 was $61,846,652
as compared with a net loss of $2130 for the comparable prior year
period, an increase of $61,846,652. The increase in net loss is
primarily due to the change in fair value of derivative liabilities
minus a gain on extinguishment of debt recorded in the current
period compared to the comparable prior year period.
Liquidity and Capital Resources
Since
recommencing operations as in 2020 following a period of dormancy
under prior management, through December 31, 2020, the Company has
raised $65,000 through private placement of equity and $390,000
through private placements of Convertible Promissory Notes for a
total of $455,500 in new investment. As of April 22, 2021, the
Company had cash and equivalents of $4,500.00 on hand.
12
Going Concern
Our
auditors have expressed substantial doubt as to our ability to
continue as a going concern. The accompanying financial statements
have been prepared on a going concern basis. For the year ended
December 31, 2020, the Company had a net loss of $61,846,612, had
net cash used in operating activities of $204,525, had working
capital of $475, accumulated deficit of $62,338,438 and
stockholders’ equity of 531,693. These matters raise
substantial doubt about the Company’s ability to continue as
a going concern for a period of one year from the date of this
filing. The Company’s ability to continue as a going concern
is dependent upon its ability to obtain the necessary financing to
meet its obligations and repay its liabilities arising from normal
business operations when they come due, to fund possible future
acquisitions, and to generate profitable operations in the future.
Management plans to provide for the Company’s capital
requirements by continuing to issue additional equity and debt
securities. The outcome of these matters cannot be predicted at
this time and there are no assurances that, if achieved, the
Company will have sufficient funds to execute its business plan or
generate positive operating results. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
We
believe that the following accounting policies are the most
critical to aid you in fully understanding and evaluating this
“Management’s Discussion and Analysis of Financial
Condition and Results of Operation.”
Revenue Recognition
The
Company recognizes revenue in accordance with Accounting Standards
Update (“ASU”) 2014-09, “Revenue from contracts with
customers,” (Topic 606). Revenue is recognized when a
customer obtains control of promised goods or services. In
addition, the standard requires disclosure of the nature, amount,
timing, and uncertainty of revenue and cash flows arising from
contracts with customers. The amount of revenue that is recorded
reflects the consideration that the Company expects to receive in
exchange for those goods. The Company applies the following
five-step model in order to determine this amount: (i)
identification of the promised goods in the contract; (ii)
determination of whether the promised goods are performance
obligations, including whether they are distinct in the context of
the contract; (iii) measurement of the transaction price, including
the constraint on variable consideration; (iv) allocation of the
transaction price to the performance obligations; and (v)
recognition of revenue when (or as) the Company satisfies each
performance obligation.
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 Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“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 expects to
recognize revenues as 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.
Use of Estimates
The
preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. The most significant assumptions and
estimates relate to the valuation of equity issued for services,
valuation of equity associated with convertible debt, the valuation
of derivative liabilities, and the valuation of deferred tax
assets. Actual results could differ from these
estimates.
13
Stock Based Compensation
The
Company records stock-based compensation in accordance with the
provisions of Financial Accounting Standards Board
(“FASB”) ASC Topic 718, “Accounting for Stock
Compensation,” which establishes accounting standards
for transactions in which an entity exchanges its equity
instruments for goods or services. In accordance with guidance
provided under ASC Topic 718, the Company recognizes an expense for
the fair value of its stock awards at the time of grant and the
fair value of its outstanding stock options as they vest, whether
held by employees or others. As of December 31,2020 and 2019, there
were no options outstanding.
Fair Value of Financial Instruments
ASC
subtopic 825-10, Financial
Instruments ("ASC 825-10") requires disclosure of the fair
value of certain financial instruments. The carrying value of cash
and cash equivalents, accounts payable and accrued liabilities as
reflected in the balance sheets, approximate fair value because of
the short-term maturity of these instruments. All other significant
financial assets, financial liabilities and equity instruments of
the Company are either recognized or disclosed in the financial
statements together with other information relevant for making a
reasonable assessment of future cash flows, interest rate risk and
credit risk. Where practicable the fair values of financial assets
and financial liabilities have been determined and disclosed;
otherwise only available information pertinent to fair value has
been disclosed.
The
Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures
("ASC 820-10") and ASC 825-10, which permits entities to choose to
measure many financial instruments and certain other items at fair
value.
Recent Accounting Pronouncements
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require
lessees to recognize almost all leases on their balance sheet as a
right-of-use asset and a lease liability. For income statement
purposes, the FASB retained a dual model, requiring leases to be
classified as either operating or finance. Classification will be
based on criteria that are largely similar to those applied in
current lease accounting, but without explicit bright lines. Lessor
accounting is similar to the current model, but updated to align
with certain changes to the lessee model and the new revenue
recognition standard. This ASU is effective for fiscal years
beginning after December 15, 2018, including interim periods within
those fiscal years. The Company has adopted this guidance effective
January 1, 2019. The Company currently has no leases.
In May
2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers,
issued as a new Topic, ASC Topic 606. The new revenue recognition
standard supersedes all existing revenue recognition guidance.
Under this ASU, an entity should recognize revenue when it
transfers promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. ASU 2015-14,
issued in August 2015, deferred the effective date of ASU 2014-09
to the first quarter of 2018, with early adoption permitted in the
first quarter of 2017. The Company has adopted this guidance
effective January 1, 2018. The adoption of this standard did not
have a material impact on the financial statements.
On June20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation
(Topic 718): Improvements to Nonemployee Share-Based Payment
Accounting. ASU 2018-07 is intended to reduce cost and complexity
and to improve financial reporting for share-based payments to
nonemployees (for example, service providers, external legal
counsel, suppliers, etc.). Under the new standard, companies will
no longer be required to value non-employee awards differently from
employee awards. This means that companies will value all equity
classified awards at their grant-date under ASC 718 and forgo
revaluing the award after this date. The Company adopted ASU
2018-07 on January 1, 2019. The adoption of this standard did not
have a material impact on the financial statements.
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.
We
maintain our current principal office at 2093 Philadelphia Pike
#8334, Claymont, DE19703. Our telephone number at this office is
(302) 273-1150. The Company leases this co-working space on a
month-to-month basis in a multi-tenant facility that provides
conference room space, 24/7 co-working space, and other services on
an as-needed basis in Leesburg, VA. The facility lease can be
terminated upon 30 days written notice by the Company.
14
Item 4. Security Ownership of Certain
Beneficial Owners and Management.
(a)
Security ownership of certain beneficial owners.
The
following table sets forth, as of April 22, 2021, the number of
shares of common stock owned of record and beneficially by our
executive officers, directors and persons who hold 5% or more of
the outstanding shares of common stock of the Company.
The
amounts and percentages of our common stock beneficially owned are
reported on the basis of SEC rules governing the determination of
beneficial ownership of securities. Under the SEC rules, a person
is deemed to be a “beneficial owner” of a security if
that person has or shares “voting power,” which
includes the power to vote or to direct the voting of such
security, or “investment power,” which includes the
power to dispose of or to direct the disposition of such security.
A person is also deemed to be a beneficial owner of any securities
of which that person has the right to acquire beneficial ownership
within 60 days through the exercise of any stock option, warrant or
other right. Under these rules, more than one person may be deemed
a beneficial owner of the same securities and a person may be
deemed to be a beneficial owner of securities as to which such
person has no economic interest. Unless otherwise indicated, each
of the shareholders named in the table below, or his or her family
members, has sole voting and investment power with respect to such
shares of our common stock. Except as otherwise indicated, the
address of each of the shareholders listed below is: c/o Corporate
Universe, Inc., 2093 Philadelphia Pike #8334, Claymont, DE19703.
Applicable
percentage ownership is based on 482,726,330 shares of Common Stock
outstanding as of April 22, 2021. In computing the number of shares
of Common Stock beneficially owned by a person and the percentage
ownership of that person, we deemed to be outstanding all shares of
Common Stock as held by that person or entity that are currently
exercisable or that will become exercisable within 60 days of April22, 2021.
Name and Address
of Beneficial Owner
Common Stock
Owned Beneficially
Percent of Class
*
Named Executive Officers and Directors
15,600,000
3.2%
Isaac H. Sutton,
Chief Executive Officer, Chief Financial Officer and Chairman
(1)
All
directors and officers as a group (1 person)
15,600,000
3.2%
5% or greater shareholders
Miro Zecevic
(2)
56,666,660
11.7%
Total
72,266,660
14.9%
(1)
Includes
15,600,000 shares of common stock held in the name of Sutton Global
Associates, Inc., a corporation beneficially controlled by Isaac H.
Sutton as its President.
(2)
Includes
33,333,330 shares of common stock held in the name of Emry Capital
Group, Inc., and 23,333,330 shares of common stock held in the name
of Bayern Industries, LLC. The mailing address for each of the
aforementioned entities beneficially owned and controlled by Miro
Zecevic is 5155 Spectrum Way, Unit 5, Mississauga, ON Canada,
l4W5A1.
Changes in Control
On
December 10, 2020, the Company signed a Letter of Intent (the
“Binding Letter of Intent”) to acquire 100% of the
equity interest of Oxicon Limited, an entity incorporated and
registered under the laws of England and Wales (Registration Number
06826090), which was formerly known as Solutions for Start Up
Ventures Limited (“Solutions”), (the
“Acquisition”) the owner of the ongoing business and
assets of Zapgo Limited. The consideration for the Acquisition is
100,000,000 shares of newly issued common stock in the Company and
a newly created series of preferred stock in the Company which
shall be convertible into 60% of the issued and outstanding shares
of the Company. Upon signing the Binding Letter of Intent, the
Company loaned $100,000.00 (See Note 7) to be forgiven at Closing.
As required by the Binding Letter of Intent, the Company also
loaned an additional $400,000.00, of which $270,000.00 was an
immediate payment of fees owed to the Administrator of Zapgo
Limited (the “Administrator”).
The
Administrator was paid in full by February 28, 2021, and the
Administrator’s lien on the Zapgo Assets was discharged on
March 16, 2021, such that the Zapgo Assets were no longer
encumbered.
On
March 16, 2021, as part of the reorganization of its business in
preparation for the Acquisition, Oxicon Limited became a
wholly-owned subsidiary of Carbon-Ion Energy, Inc., a Delaware
corporation (“Carbon Ion”), which assumed the legal
right to complete the Acquisition, as set forth in the Binding
Letter of Intent.
Pursuant
to the terms of the Share Exchange Agreement between the Company
and Carbon Ion, the Company anticipates a change in control upon
the Closing of the Acquisition, which includes the appointment of
Andrew Sispoidis to the Company’s Board of Directors and the
Company’s Chief Executive Officer.
On
April 13, 2021, the Company entered into a Share Exchange Agreement
with Carbon Ion in order to complete the Acquisition as set forth
in the Binding Letter of Intent.
On
April 13, 2021, in connection with the Share Exchange Agreement,
the Company also entered into a Securities Purchase Agreement,
Secured Promissory Note, and Security Agreement, under which the
Company agreed to loan $1,000,000.00 to Carbon Ion, to be secured
by the assets of Carbon Ion and its wholly-owned subsidiary, Oxicon
Limited, . Both Carbon Ion and Oxicon Limited are Grantors under
the Security Agreement, such that the Company has a security
interest in the assets of Oxicon Limited, the most important assets
of which are the ongoing business and assets of Zapgo Limited
(“Zapgo”), including Zapgo’s patents and other
intellectual property, and contracts of employment (the
“Zapgo Assets”), which Oxicon Limited acquired on
September 11, 2020 from Zapgo from the Zapgo
Administrators.
Also on
April 13, 2021, in connection with the Share Exchange Agreement,
Carbon Ion issued the Company a Promissory Note in the principal
amount of $1,500,000.00, which includes the loan of $1,000,000 on
April 13, 2021, (and also replaces the previous $100,000.00
promissory note dated December 11, 2020 and the subsequent
$400,000.00 promissory note dated January 25, 2021 issued to the
Company by Solutions, and such replacement was formalized in a
Termination Agreement, also signed on April 13, 2021
As of
the date of filing, the Company and Carbon Ion are in the process
of completing the steps necessary for the Closing of the
Acquisition, the details of which shall be included in a subsequent
Current Report to be filed on Form 8-K and the Company intends to
provide further detail as to the proposed change in control in a
Schedule 14 to be filed with the SEC.
Other
than as disclosed above, we are not aware of any arrangements that
may result in “changes in control” as that term is
defined by the provisions of Item 403(c) of Regulation
S-K.
The
following table contains information with respect to our directors
and executive officers. To the best of our knowledge, none of our
directors or executive officers have an arrangement or
understanding with any other person pursuant to which he or she was
selected as a director or officer. There are no family
relationships between any of our directors or executive officers.
Directors serve one year terms. Our executive officers are
appointed by and serve at the pleasure of the Board of
Directors.
Name
Current
Age
Position
Isaac
H. Sutton
67
Chairman
of the Board of Directors, President, and Chief Executive Officer
(Principal Executive Officer) and Chief Financial Officer
(Principal Accounting Officer)
Isaac H. Sutton, President, Chief Executive Officer, Chief
Financial Officer and Chairman of the Board
Isaac H. Sutton, age 67 has been an international entrepreneur for
over 45 years focusing on emerging markets and technologies. During
such period, Mr. Sutton has conducted business in many countries,
including Taiwan, Korea, the Philippines, Poland and Uzbekistan.
Mr. Sutton has extensive experience in a variety of industries,
including marketing, import and export, electronics,
telecommunications, information technology and capital markets. He
has served as a founding member and executive officer of numerous
ventures over such period, including GoIP Global Inc nka Charge
Enterprises (symbol CHRG), GoCOM Corporation, which he
founded in June 2011 and has since served as its chief executive
officer, Tarsier Ltd , a sustainable energy
company which he has since
served as its chief executive officer since 2015, SavWatt USA Inc., a supplier of LED bulbs, for
which he was the chief executive officer from March 2010 to
December 2012, and Starinvest Group, Inc., a business
development company, for which he was the chief executive officer
from 1997 to 2006.
Mr Sutton is currently on the Board & Management of two
private companies: Valo Smart City Corporation and Medicevo
Corporation. Mr. Sutton holds a Bachelor’s Degree
in Business Administration from Pace University.
15
Family Relationships.
There
are no family relationships between any of our directors or
executive officers.
Involvement in Certain Legal Proceedings.
Other
than as disclosed below, there have been no events under any
bankruptcy act, any criminal proceedings and any judgments,
injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter
or control person of the Company during the past five
years.
The
following summary compensation table sets forth all compensation
awarded to, earned by, or paid to the named executive officers paid
by us during the years ended December 31, 2020 and
2019
2020 EXECUTIVE OFFICER COMPENSATION TABLE
Name and
Principal Position
Year
Salary($)
Bonus($)
Stock
Awards($)
Option
Awards($)
Non-Equity
Incentive Plan Compensation($)
Non-Qualified
Deferred Compensation Earnings
($)
All Other
Compensation($)
Total($)
Isaac H.
Sutton
2020
45,000
50,405
0
0
0
0
0
95,405
CEO, CFO
(1)
2019
—
—
—
—
—
—
—
—
Christopher
Panzeca
2020
0
0
0
0
0
0
0
0
Former CEO, CFO
(2)
2019
0
0
0
0
0
0
0
0
(1)
Isaac H. Sutton’s compensation in 2020 was paid to Sutton
Global Associates, Inc., a corporate he beneficially controls as
its President, under the terms of a under a Consulting Agreement
dated July 1, 2020.
(2)
Christopher Panzeca, the Company’s former Chief Executive
Officer, Chief Financial Officer and Director resigned from all
officer and director positions on July 9, 2020. Since July 9, 2020,
Isaac H. Sutton has served as the Company’s Chief Executive
Officer, Chief Financial Officer, and Chairman of the Board of
Directors.
16
Outstanding Equity Awards at the End of the Fiscal
Year
We do
not have any equity compensation plans and therefore no equity
awards are outstanding as of December 31, 2020.
2020 DIRECTOR COMPENSATION TABLE
The
following table provides information on outstanding equity awards
as of December 31, 2020 to the named executive
officers.
Option
Awards
Stock
Awards
Name
Number of
securities underlying unexercised options exercisable
Number of
securities underlying unexercised options
unexercisable
Equity incentive
plan awards: Number of securities underlying unexercised unearned
options
Option exercise
price
Option
expiration date
Number of shares
or units of stock that have not vested
Market value of
shares of units that have not vested
Equity incentive
plan awards: Number of unearned shares, units or other rights
vested
Equity incentive
plan awards: Market or payout value of unearned shares, units or
other not vested
N/A
N/A
N/A
None of
the members of the Board of Directors of the Company were
compensated for services in such capacity.
Bonuses and Deferred Compensation
We do
not have any bonus, deferred compensation or retirement plan. All
decisions regarding compensation are determined by our Board of
Directors.
We do
not have change-in-control agreements with our director or
executive officer, and we are not obligated to pay severance or
other enhanced benefits to our executive officer upon termination
of his employment.
Employment Agreements
We
currently have 0 employees. Our current CEO, CFO and Chairman,
Isaac H. Sutton’s compensation is paid to Sutton Global
Associates, Inc., a corporation he beneficially controls as its
President, under the terms of a Consulting Agreement the Company
entered into on July 1, 2020, which is for a term of 3 years, and
provides for a flat fee of $7,500.00 per month beginning on July 1,2020.
17
Director Agreements
The
Company has not currently entered into any formal written
agreements with members of its Board of Directors.
Board of Directors
Our
directors hold office until the next annual meeting of shareholders
and until their successors have been duly elected and qualified.
Our officers are elected by and serve at the discretion of the
Board of Directors.
The
board of directors acts as the Audit Committee and the Board of
Directors has no separate committees. The Company has no qualified
financial expert at this time because it has not been able to hire
a qualified candidate. The Company intends to continue to search
for a qualified individual for hire.
Item 7. Certain Relationships and
Related Transactions, and Director Independence.
Other
than as disclosed below, there have been no transactions involving
the Company since the beginning of the last fiscal year, or any
currently proposed transactions, in which the Company was or is to
be a participant and the amount involved exceeds $120,000 or one
percent of the average of the Company’s total assets at
year-end for the last two completed fiscal years, and in which any
related person had or will have a direct or indirect material
interest.
On
November 2, 2020 and subsequently amended on December 1, 2020, the
Company entered into a Share Exchange agreement to acquire
1,000,000 Shares of Medicevo Corporation (“Medicevo”),
a Delaware Corporation, from its shareholder, for $150,000 in cash
invested in Medicevo and 15,600,000 shares of the Company’s
common stock valued at $280,800 to Medicevo’s shareholder.
The Company has recorded the Investment in Medicevo in the amount
of $430,800 as a non-current asset on the balance sheet and
accounts for the investment under the cost method, which requires a
periodic assessment for impairment. Management does not believe
there is any impairment and no impairment has been recorded as of
December 31, 2020. Medicevo’s majority shareholder is
beneficially controlled by Isaac H. Sutton, the Company’s
CEO.
Other
than as described below, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or,
to the knowledge of the executive officers of our Company or any of
our subsidiaries, threatened against or affecting our Company, our
common stock, any of our subsidiaries or of our Company’s or
our Company’s subsidiaries’ officers or directors in
their capacities as such, in which an adverse decision could have a
material adverse effect.
On
February 9, 2020, the Company’s received notice of a ten-day
temporary trading suspension from the Securities and Exchange
Commission (the “SEC”). The temporary trading
suspension of our Common Stock commenced on February 10, 2021 and
ended on February 24, 2021. Since that time the Company’s
Common Stock has traded on the grey market. The Company and counsel
which represented the Company in this matter has not received any
indication that any ongoing investigation by the SEC or any other
regulatory organization. The Company is filing this Registration
Statement so that after its effectiveness, the Company can secure a
market maker’s sponsorship to file a new Form 211 with FINRA.
Following FINRA’s review and the conclusion of the 15c211
process, the Company expects to resume trading as an SEC reporting
company.
On October 13, 2020, we filed a Complaint in the United States
District Court of Maryland (the “Court”) under Case No.
1:20-cv-02925-ELH against three corporate
entities which are shareholders of the Company’s Common
Stock, related to issuances of 56,666,660 common shares to them in 2010, by former
management. On October 28, 2020, we filed an Amended Complaint
which added a fourth shareholder, who holds 10,000,000 shares of
our Common Stock as a defendant. During the Company’s process
of preparing for its audit, it was determined that the Company and
its transfer agent, Pacific Stock Transfer, Inc., did not have
records showing that consideration was paid to the Company for such
66,666,660 Shares. The Company believes it has strong grounds to
win this lawsuit, but our attorneys estimate that it may take some
time to be resolved. As of January 14, 2021, all four defendants
were served with the Amended Complaint. On February 22, 2021, one
defendant filed a Motion to Dismiss for Improper Venue. On April 9,2021, the Company filed a Motion in Opposition to the Motion to
Dismiss for Improper Venue, both of which are currently pending
before the Court. If the defendant is successful on its Motion to
Dismiss, the Company may choose to refile the lawsuit in a Delaware
state court, and is currently discussing this option with Delaware
litigation counsel. Also on April 9, 2021, the Company filed a
Motion for Default against the remaining three defendants, which
was granted by the Court on April 20, 2021. Per the terms of the
Court’s Order granting the Motion for Default and the Notice
of Default filed by the Court, the three defendants have 30 days
from the date of the Order to file a Motion to Vacate the Order of
Default, and if they do not do so, the Company can file a Motion
for Default Judgment against them.
On June24, 2020, a shareholder of the Company filed a lawsuit against the
Company and its former officer and director, Christopher Panzeca in
the United States District Court of Maryland under Case No.
1:20-cv-01907-SAG.
The lawsuit sought the removal of Mr. Panzeca from all officer and
director positions on the grounds that the Company’s public
securities filings had been delinquent since 2010. The lawsuit was
settled between the parties, resulting in the voluntary resignation
of Mr. Panzeca, and the appointment of Isaac H. Sutton as the sole
officer and director of the Company. Neither the Company nor Mr.
Panzeca admitted liability and following the execution of the
Settlement Agreement and General Release on July 9, 2020, the
plaintiff filed a Notice of Voluntary Dismissal with the Court on
July 10, 2020, dismissing all claims against the Company and Mr.
Panzeca.
18
Item 9. Market Price of and Dividends
on the Registrant’s Common Equity and Related Stockholder
Matters.
Market Information.
Our
common stock was qualified for quotation on the OTC Markets-OTC
Pink under the symbol “COUV” and was quoted on the OTC
Pink until the temporary trading suspension, which began on
February 10, 2021. Since the expiration of the temporary trading
suspension on February 24, 2021, the Company’s common stock
has traded on the grey market. The following table sets forth the
range of the high and low bid prices per share of our common stock
for each quarter as reported in the over-the-counter markets. These
quotations represent interdealer prices, without retail markup,
markdown or commission, and may not represent actual transactions.
There currently is no liquid trading market for our common stock.
There can be no assurance that a significant active trading market
in our common stock will develop, or if such a market develops,
that it will be sustained.
The
ability of individual stockholders to trade their shares in a
particular state may be subject to various rules and regulations of
that state. A number of states require that an issuer’s
securities be registered in their state or appropriately exempted
from registration before the securities are permitted to trade in
that state. Presently, we have no plans to register our securities
in any particular state. Further, our shares may be subject to the
provisions of Section 15(g) and Rule 15g-9 of the Exchange Act,
commonly referred to as the “penny stock” rule. Section
15(g) sets forth certain requirements for transactions in penny
stocks and Rule 15g-9(d)(1) incorporates the definition of penny
stock as that used in Rule 3a51-1 of the Exchange Act.
The SEC
generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is
considered to be a penny stock unless that security is: registered
and traded on a national securities exchange meeting specified
criteria set by the SEC; authorized for quotation on The NASDAQ
Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per
share) or the issuer’s net tangible assets; or exempted from
the definition by the SEC. Broker-dealers who sell penny stocks to
persons other than established customers and accredited investors
(generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000 by an individual, or $300,000 together
with his or her spouse), are subject to additional sales practice
requirements.
19
For
transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such
securities and must have received the purchaser’s written
consent to the transaction prior to the purchase. Additionally, for
any transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A
broker-dealer also must disclose the commissions payable to both
the broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements must be
sent to clients disclosing recent price information for the penny
stocks held in the account and information on the limited market in
penny stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in our common
stock and may affect the ability of stockholders to sell their
shares.
We have
not previously filed a registration statement under the Securities
Act. Shares sold pursuant to exemptions from registration are
deemed to be “restricted” securities as defined by the
Securities Act. As of April 22, 2021, out of a total of
2,500,000,000 shares authorized, 258,682,290 shares are issued as
restricted securities and can only be sold or otherwise transferred
pursuant to a registration statement under the Securities Act or
pursuant to an available exemption from registration. Of such
restricted shares, 15,600,000 shares are held by affiliates
(directors, officers and 10% holders), with the balance of
243,082,290 restricted shares being held by
non-affiliates.
In
general, under Rule 144 as currently in effect, a person (or
persons whose shares are aggregated) who has beneficially owned
restricted shares of a reporting company for at least six months,
including any person who may be deemed to be an
“affiliate” of the company (as the term
“affiliate” is defined under the Securities Act), is
entitled to sell, within any three-month period, an amount of
shares that does not exceed the greater of (i) the average weekly
trading volume in the company’s common stock, as reported
through the automated quotation system of a registered securities
association, during the four calendar weeks preceding such sale or
(ii) 1% of the shares then outstanding. In order for a stockholder
to rely on Rule 144, adequate current public information with
respect to the company must be available. A person who is not
deemed to be an affiliate of the company and has not been an
affiliate for the most recent three months, and who has held
restricted shares for at least one year is entitled to sell such
shares without regard to the various resale limitations under Rule
144. Under Rule 144, the requirements of paragraphs (c), (e), (f),
and (h) of such Rule do not apply to restricted securities sold for
the account of a person who is not an affiliate of an issuer at the
time of the sale and has not been an affiliate during the preceding
three months, provided the securities have been beneficially owned
by the seller for a period of at least one year prior to their
sale. For purposes of this registration statement, a controlling
stockholder is considered to be a person who owns 10% or more of
the company’s total outstanding shares, or is otherwise an
affiliate of the Company. No individual person owning shares that
are considered to be not restricted owns more than 10% of the
Company’s total outstanding shares.
Holders
As of
April 22, 2021, we had 222 shareholders of common stock per
transfer agent’s shareholder list.
Dividends
The
Company has not paid any cash dividends to date and does not
anticipate or contemplate paying any dividends in the foreseeable
future. It is the present intention of management to utilize all
available funds for the growth of the Registrant’s
business.
Equity Compensation Plan Information
The
Company has not yet adopted an equity compensation plan but plans
to do so in the near future.
Except
where noted, all of the securities discussed below were issued in
reliance on the exemption under Section 4(a)(2) of the Securities
Act.
On
November 2, 2020 and subsequently amended on December 1, 2020, the
Company entered into a Share Exchange agreement to acquire
1,000,000 Shares of Medicevo Corporation (“Medicevo”),
a Delaware Corporation, from its shareholder, for $150,000 in cash
invested in Medicevo and 15,600,000 shares of the Company’s
common stock valued at $280,800 to Medicevo’s shareholder.
The Company has recorded the Investment in Medicevo in the amount
of $430,800 as a non-current asset on the balance sheet and
accounts for the investment under the cost method, which requires a
periodic assessment for impairment. Management does not believe
there is any impairment and no impairment has been recorded as of
December 31, 2020. Medicevo’s majority shareholder is
beneficially controlled by Isaac H. Sutton, the Company’s
CEO.
Between
January 5, 2021 and April 22, 2021, the Company sold 15 shares of
Series G Preferred Stock to multiple investors for an aggregate
$1,500,000.00 or $100,000.00 per share.
21
Item 11. Description of
Registrant’s Securities to be Registered.
The
following is a summary of the rights of our Common Stock and
certain provisions of our articles of incorporation and bylaws
which will be in effect after the completion of this offering. This
summary does not purport to be complete and is qualified in its
entirety by the provisions of our articles of incorporation, bylaws
and the Certificates of Designation (as defined below) of our
preferred stock, copies of which are filed as exhibits to the
registration statement, and to the applicable provisions of
Delaware law.
The
Company is authorized by its Certificate of Incorporation to issue
an aggregate of 2,500,000,000 shares of common stock, $0.0001 par
value per share (the “Common Stock”), and 1,000,000
shares of blank check preferred. As of April 22, 2021, 482,726,330
shares of Common Stock were issued and outstanding.
Common Stock
Dividend Rights
Subject
to preferences that may apply to any shares of preferred stock
outstanding at the time, the holders of our Common Stock may,
receive dividends out of funds legally available if our Board, in
its discretion, determines to issue dividends and then only at the
times and in the amounts that our Board may determine. We have not
paid any dividends on our Common Stock and do not contemplate doing
so in the foreseeable future.
Voting Rights
Each
stockholder is entitled to one vote for each share of common stock
held by such shareholder.
Right to Receive Liquidation Distribution
Holders
of common stock are entitled to dividends when, and if, declared by
the Board of Directors out of funds legally available therefore;
and then, only after all preferential dividends have been paid on
any outstanding Preferred Stock. The Company has not had any
earnings and it does not presently contemplate the payment of any
cash dividends in the foreseeable future.
Preferred Stock in General
The
preferred stock of the Company may be issued from time to time by
the Board of Directors in one or more series. The description of
shares of each series of preferred stock will be set forth in
resolutions adopted by the Board of Directors and a Certificate of
Designation to be filed as required by Delaware law prior to
issuance of any shares of the series. The Certificate of
Designation will set the number of shares to be included in each
series of preferred stock and set the designations, preferences,
conversion or other rights, voting powers, restrictions,
limitations as to distribution, qualifications, or terms and
conditions of redemption relating to the shares of each series.
However, the Board of Directors is not authorized to change the
right of the common stock to vote one vote per share on all matters
submitted for shareholder action.
The
Company has 1,000,000 Shares of Preferred Stock authorized with a
par value of $0.0001. The Company has allocated 100,000 Shares for
Series C Preferred, 81,100 Shares for Series E Preferred, 500,000
for Series F Preferred, and 25 for Series G
Preferred.
Series C — The Series C
Preferred has the following designations:
●
Convertible into
common upon the Company completing a reverse stock split upon which
the amount converted will equal 20% of the issued and outstanding
common shares per the reverse split.
●
The holders are
entitled to receive dividends on par with common on an as converted
basis.
●
In the event of
reorganization this Class of Preferred will not be affected by any
such capital reorganization.
●
Voting: The holder
of this Series of Preferred shall be entitled to vote representing
20% of the votes eligible to be cast in the matter.
Series E — The Series E
Preferred has the following designations:
●
Convertible at
option of holder; 1 preferred share is convertible into 1,000
common shares
●
The holders are
entitled to receive dividends if and when declared.
●
The Series E
holders are entitled to receive liquidation in preference to the
common holders or any other class or series of preferred
stock.
●
Voting: The Series
E holders are entitled to vote together with the common holders as
a single class representing 100 votes.
Series F —As of December31, 2020 and 2019 there were 100,000 and 0 shares issued and
outstanding:
●
Convertible at
option of holder; 1 preferred share is convertible into $0.25 per
share (4,000,000 common shares)
●
The holders are
entitled to receive dividends if and when declared.
●
The Series F
holders are entitled to receive liquidation in preference to the
common holders but not above the Series E preferred
stock.
●
Voting: The Series
F holders are entitled to vote together with the common holders as
a single class representing 100 votes.
Series G — The Series G
Preferred has the following designations:
●
25 shares
designated
●
Each share is
convertible at option of holder into 4,000,000 common
shares
●
The holders are
entitled to receive dividends if and when declared.
●
The Series G
holders are entitled to receive liquidation in preference to the
common holders and any subsequent issuances of preferred
stock.
●
Voting: Each share
of the Series G holders is entitled to 4,000,000 votes on all
matters before the common stock shareholders.
Between
January 5, 2021 and April 22, 2021, the Company sold 15 shares of
Series G Preferred Stock to multiple investors for an aggregate
$1,500,000 or $100,000 per share.
Transfer Agent and Registrar
The
transfer agent and registrar for our Common Stock is Pacific Stock
Transfer, Inc. with an address at 6725 Via Austi Pkwy, Suite 300,
Las Vegas, Nevada89119. Their phone number is (800)
785-7782.
22
Item 12. Indemnification of Directors
and Officers.
Section
102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the director’s duty of loyalty to the corporation
or its shareholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions, or (iv) for any
transaction from which the director derived an improper personal
benefit. Our amended certificate of incorporation provides that, to
the maximum extent permitted by law, no director shall be
personally liable to us or our shareholders for monetary damages
for breach of fiduciary duty as director.
Section
145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including
attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits
or proceedings in which such person is made a party by reason of
such person being or having been a director, officer, employee or
agent to the corporation. The Delaware General Corporation Law
provides that Section 145 is not exclusive of other rights to which
those seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise. Our bylaws provide for indemnification by us of our
directors, officers and employees to the fullest extent permitted
by the Delaware General Corporation Law.
Insofar
as indemnification for liabilities arising under the Securities Act
may be provided for directors, officers, employees, agents or
persons controlling an issuer pursuant to the foregoing provisions,
the opinion of the SEC is that such indemnification is against
public policy as expressed in the Securities Act, and is therefore
unenforceable. In the event that a claim for indemnification by
such director, officer or controlling person of us in the
successful defense of any action, suit or proceeding is asserted by
such director, officer or controlling person in connection with the
securities being offered, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
Subject
to the Company’s By-laws, each Director and Officer shall be
indemnified and held harmless by the Company to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Company to
provide prior to such amendment) against any and all expenses,
judgments, penalties, fines and amounts reasonably paid in
settlement that are incurred by such Director or Officer or on such
Director’s or Officer’s behalf in connection with any
threatened, pending or completed Proceeding or any claim, issue or
matter therein, which such Director or Officer is, or is threatened
to be made, a party to or participant in by reason of such
Director’s or Officer’s Corporate Status, if such
Director or Officer acted in good faith and in a manner such
Director or Officer reasonably believed to be in or not opposed to
the best interests of the Corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
23
Item 13. Financial Statements and
Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the
Board of Directors and Stockholders of Corporate Universe,
Inc.
Opinion
on the Financial Statements
We have
audited the accompanying balance sheets of Corporate Universe, Inc.
(the Company) as of December 31, 2020 and 2019, and the related
statements of operations, changes in shareholders’ 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, 2020 and 2019, 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 of
America.
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 provides a reasonable basis
for our opinion.
Substantial
Doubt about the Company’s Ability to Continue as a Going
Concern
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note
3, the Company has incurred net losses and has no revenues. These
factors, and the need for additional financing in order for the
Company to meet its business plans raises substantial doubt about
the Company’s ability to continue as a going concern. Our
opinion is not modified with respect to that matter.
We have
served as the Company’s auditor since 2021. Tampa,
Florida
Corporate Universe,
Inc ("COUV” or the "Company”) was incorporated in
Delaware on May 28, 1986 as Cross Atlantic Capital Inc. On January5, 1998, the Company changed its name to Elgin e2 Inc. On June 16,1999the Company changed its name to Elgin Technologies Inc. On
September 30, 2008, the Company changed its name to Inicia
Incorporated (“Inicia”). On August 9, 2010, the Company
filed a Certificate of Amendment to the Certificate of
Incorporation of the Company with the Secretary of State of the
State of Delaware. The filing with the Secretary of State changed
the name from Inicia to Corporate Universe, Inc.
On
December 10, 2020, the Company signed at letter of intent to
acquire 100% of the equity interest of Carbon Ion Energy Storage,
Ltd. The consideration is 100,000,000 shares of new issued common
stock and a newly created series of preferred stock convertible
into 60% of the issued and outstanding shares of COUV. Upon signing
of the letter, COUV loaned $100,000 (See Note 7) to be forgiven at
closing. Upon closing COUV is required to invest an additional
$400,000, of which $270,000 will be an immediate payment of an
administrator fee.
The
Company has a focus on emerging business development to create
value for our shareholders and provide the environment for business
growth and stability.
2.
Summary
of significant accounting policies
Basis of Presentation
The
financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of
America (“GAAP”).
Use of Estimates
The
preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. The most significant assumptions and
estimates relate to the valuation of equity issued for services,
valuation of equity associated with convertible debt, the valuation
of derivative liabilities, and the valuation of deferred tax
assets. Actual results could differ from these
estimates.
Revenue Recognition
The
Company recognizes revenue in accordance with Accounting Standards
Update (“ASU”) 2014-09, “Revenue from contracts with
customers,” (Topic 606). Revenue is recognized when a
customer obtains control of promised goods or services. In
addition, the standard requires disclosure of the nature, amount,
timing, and uncertainty of revenue and cash flows arising from
contracts with customers. The amount of revenue that is recorded
reflects the consideration that the Company expects to receive in
exchange for those goods. The Company applies the following
five-step model in order to determine this amount: (i)
identification of the promised goods in the contract; (ii)
determination of whether the promised goods are performance
obligations, including whether they are distinct in the context of
the contract; (iii) measurement of the transaction price, including
the constraint on variable consideration; (iv) allocation of the
transaction price to the performance obligations; and (v)
recognition of revenue when (or as) the Company satisfies each
performance obligation.
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 Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“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 expects to
recognize revenues as 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.
F-6
Fair Value Measurements and Fair Value of Financial
Instruments
The
Company adopted Accounting Standard Codification
(“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820
clarifies the definition of fair value, prescribes methods for
measuring fair value, and establishes a fair value hierarchy to
classify the inputs used in measuring fair value as
follows:
Level
1: Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities available at the measurement
date.
Level
2: Inputs are unadjusted quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or
similar assets and liabilities in markets that are not active,
inputs other than quoted prices that are observable, and inputs
derived from or corroborated by observable market
data.
Level
3: Inputs are unobservable inputs which reflect the reporting
entity's own assumptions on what assumptions the market
participants would use in pricing the asset or liability based on
the best available information.
The
estimated fair value of certain financial instruments, including
all current liabilities are carried at historical cost basis, which
approximates their fair values because of the short-term nature of
these instruments. The estimated fair value of derivatives are
calculated using a Monte Carlo Simulation (“MCS”)
model.
Fair Value of Financial Instruments
ASC
subtopic 825-10, Financial
Instruments ("ASC 825-10") requires disclosure of the fair
value of certain financial instruments. The carrying value of cash
and cash equivalents, accounts payable and accrued liabilities as
reflected in the balance sheets, approximate fair value because of
the short-term maturity of these instruments. All other significant
financial assets, financial liabilities and equity instruments of
the Company are either recognized or disclosed in the financial
statements together with other information relevant for making a
reasonable assessment of future cash flows, interest rate risk and
credit risk. Where practicable the fair values of financial assets
and financial liabilities have been determined and disclosed;
otherwise only available information pertinent to fair value has
been disclosed.
The
Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures
("ASC 820-10") and ASC 825-10, which permits entities to choose to
measure many financial instruments and certain other items at fair
value.
Derivative Liability
The
Company evaluates convertible instruments, options, warrants or
other contracts to determine if those contracts or embedded
components of those contracts qualify as derivatives to be
separately accounted for under ASC Topic 815, "Derivatives and Hedging”. The
result of this accounting treatment is that the fair value of the
derivative is marked-to-market each balance sheet date and recorded
as a liability. In the event that the fair value is recorded as a
liability, the change in fair value is recorded in the statement of
operations as other income (expense). Upon conversion or exercise
of a derivative instrument, the instrument is marked to fair value
at the conversion date and then that fair value is reclassified to
equity. Equity instruments that are initially classified as equity
that become subject to reclassification under ASC Topic 815 are
reclassified to liabilities at the fair value of the instrument on
the reclassification date.
Cash and Cash Equivalents
For
purposes of the Statements of Cash Flows, the Company considers
highly liquid investments with an original maturity of three months
or less to be cash equivalents.
Stock Based Compensation Expense
The
Company records stock-based compensation in accordance with the
provisions of Financial Accounting Standards Board
(“FASB”) ASC Topic 718, “Accounting for Stock
Compensation,” which establishes accounting standards
for transactions in which an entity exchanges its equity
instruments for goods or services. In accordance with guidance
provided under ASC Topic 718, the Company recognizes an expense for
the fair value of its stock awards at the time of grant and the
fair value of its outstanding stock options as they vest, whether
held by employees or others. As of December 31, 2020 and 2019,
there were no options outstanding.
F-7
Convertible Debentures
If the
conversion features of conventional convertible debt provide for a
rate of conversion that is below market value at issuance, this
feature is characterized as a beneficial conversion feature
("BCF"). A BCF is recorded by the Company as a debt discount
pursuant to ASC Topic 470-20 "Debt
with Conversion and Other Options". In those circumstances,
the convertible debt is recorded net of the discount related to the
BCF, and the Company amortizes the discount to interest expense,
over the life of the debt.
Advertising, Marketing and Public Relations
The
Company follows the policy of charging the costs of advertising,
marketing, and public relations to expense as incurred.
Income
Taxes
Income
taxes are accounted for under the asset and liability method.
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 and operating loss, capital loss and tax
credit 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.
The
Company recognizes the effect of income tax positions only if those
positions are more likely than not of being sustained. Recognized
income tax positions are measured at the largest amount that is
greater than 50% likely of being realized. Changes in recognition
or measurement are reflected in the period in which the change in
judgment occurs. The Company records interest and penalties related
to unrecognized tax benefits as a component of general and
administrative expenses. Our federal tax return and any state tax
returns are not currently under examination.
The
Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which
requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually from differences between the
financial statement and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on
enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.
Net Income (Loss) Per Common Share
The
Company computes loss per common share, in accordance with FASB ASC
Topic 260, Earnings Per
Share, which requires dual presentation of basic and diluted
earnings per share. Basic income or loss per common share is
computed by dividing net income or loss by the weighted average
number of common shares outstanding during the period. Diluted
income or loss per common share is computed by dividing net income
or loss by the weighted average number of common shares
outstanding, plus the issuance of common shares, if dilutive, that
could result from the exercise of outstanding stock options and
warrants.
Recent Accounting Pronouncements
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require
lessees to recognize almost all leases on their balance sheet as a
right-of-use asset and a lease liability. For income statement
purposes, the FASB retained a dual model, requiring leases to be
classified as either operating or finance. Classification will be
based on criteria that are largely similar to those applied in
current lease accounting, but without explicit bright lines. Lessor
accounting is similar to the current model, but updated to align
with certain changes to the lessee model and the new revenue
recognition standard. This ASU is effective for fiscal years
beginning after December 15, 2018, including interim periods within
those fiscal years. The Company has adopted this guidance effective
January 1, 2019. The Company currently has no leases.
In May
2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers,
issued as a new Topic, ASC Topic 606. The new revenue recognition
standard supersedes all existing revenue recognition guidance.
Under this ASU, an entity should recognize revenue when it
transfers promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. ASU 2015-14,
issued in August 2015, deferred the effective date of ASU 2014-09
to the first quarter of 2018, with early adoption permitted in the
first quarter of 2017. The Company has adopted this guidance
effective January 1, 2018. The adoption of this standard did not
have a material impact on the financial statements.
F-8
On June20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation
(Topic 718): Improvements to Nonemployee Share-Based Payment
Accounting. ASU 2018-07 is intended to reduce cost and complexity
and to improve financial reporting for share-based payments to
nonemployees (for example, service providers, external legal
counsel, suppliers, etc.). Under the new standard, companies will
no longer be required to value non-employee awards differently from
employee awards. This means that companies will value all equity
classified awards at their grant-date under ASC 718 and forgo
revaluing the award after this date. The Company adopted ASU
2018-07 on January 1, 2019. The adoption of this standard did not
have a material impact on the financial statements.
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.
3.
Going
concern
The
accompanying financial statements have been prepared on a going
concern basis. For the year ended December 31, 2020, the Company
had a net loss of $61,846,612, had net cash used in operating
activities of $204,525, had working capital of $475, accumulated
deficit of $62,338,438 and stockholders’ equity of 531,693.
These matters raise substantial doubt about the Company’s
ability to continue as a going concern for a period of one year
from the date of this filing. The Company’s ability to
continue as a going concern is dependent upon its ability to obtain
the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due, to fund possible future acquisitions, and to generate
profitable operations in the future. Management plans to provide
for the Company’s capital requirements by continuing to issue
additional equity and debt securities. The outcome of these matters
cannot be predicted at this time and there are no assurances that,
if achieved, the Company will have sufficient funds to execute its
business plan or generate positive operating results. The
consolidated financial statements do not include any adjustments
that might result from the outcome of this
uncertainty.
4.
Concentration
of credit risks
The
Company maintains accounts with financial institutions. All cash in
checking accounts is non-interest bearing and is fully insured by
the Federal Deposit Insurance Corporation (FDIC). At times, cash
balances may exceed the maximum coverage provided by the FDIC on
insured depositor accounts. The Company believes it mitigates its
risk by depositing its cash and cash equivalents with major
financial institutions. There were no cash deposits in excess of
FDIC insurance at December 31, 2020 and 2019.
5.
Commitments
and contingencies
During
the normal course of business, the Company may be exposed to
litigation. When the Company becomes aware of potential litigation,
it evaluates the merits of the case in accordance with FASB ASC
450-20-50, Contingencies.
The Company evaluates its exposure to the matter, possible legal or
settlement strategies and the likelihood of an unfavorable outcome.
If the Company determines that an unfavorable outcome is probable
and can be reasonably estimated, it establishes the necessary
accruals. As of December 31, 2020 and 2019, the Company is not
aware of any contingent liabilities that should be reflected in the
financial statements.
6.
Investment
in Medicevo
On
November 2, 2020 and subsequently amended on December 1, 2020, the
Company entered into an Share Exchange agreement to acquire
1,000,000 Shares of Medicevo Corporation (“Medicevo”),
a Delaware Corporation, from its shareholder, for $150,000 in cash
invested in Medicevo and 15,600,000 shares of the Company’s
common stock valued at $280,800 to Medicevo’s shareholder.
The Company has recorded the Investment in Medicevo in the amount
of $430,800 as a non-current asset on the balance sheet and
accounts for the investment under the cost method, which requires a
periodic assessment for impairment. Management does not believe
there is any impairment and no impairment has been recorded as of
December 31, 2020. Medicevo’s majority shareholder is
beneficially controlled by Isaac H. Sutton, the Company’s
CEO.
7.
Note
receivable
On
December 11, 2020, the Company loaned Start-Up Ventures Limited, an
affiliate of Carbon-Ion Energy Inc.
(“Carbon-Ion”)
$100,000. The loan
was documented by a Promissory Note with an interest rate of 8% and
maturity date of December 31, 2021. During the year ended December31, 2020, the Company recorded $418 in interest income. This note
was part of the consideration agreed to, per a letter of intent to
merge Carbon-Ion. See Note 1.
The
outstanding balance of the convertible notes payable as of December31, 2020 and 2019 was $0 and $2,500, respectively. The following
table is the inception day allocation of the convertible
notes:
Note
Inception
Date
Maturity
Coupon
Face
Value
Day One
Derivative
Liability
Day One
Derivative Loss
Note 1
10/30/2014
10/30/2015
10%
$2,500
$(5,790)
$3,290
Note 2
5/12/2020
5/31/2021
12%
100,000
(1,963,827)
1,863,827
Note 3
8/24/2020
8/24/2021
12%
7,500
(39,353)
31,853
Note 4
9/30/2020
9/30/2021
12%
10,000
(47,915)
37,915
Note 5
10/13/2020
10/13/2021
12%
25,000
(586,993)
561,993
Note 6
10/19/2020
10/19/2021
12%
25,000
(1,032,651)
1,007,651
Note 7
11/12/2020
11/12/2021
12%
27,500
(602,688)
575,188
Note 8
11/23/2020
11/23/2021
12%
50,000
(1,219,629)
1,169,629
Note 9
12/11/2020
12/11/2021
12%
62,500
(2,656,435)
2,593,935
Note
10
12/14/2020
12/14/2021
12%
62,500
(2,918,254)
2,855,754
$372,500
$(11,073,535)
$10,701,035
Note 1
is convertible at the holder’s option at the lesser of
$0.0001 or 50% of the lowest closing bid price for the 15 days
preceding the conversion date. Notes 2 through 10 are convertible
at the holder’s option at the lesser of $0.0005 or 50% of the
lowest closing bid price for the 30 days preceding the conversion
date.
The
Company has accounted for these Notes as financing transactions,
wherein the net proceeds that were received were allocated to the
financial instrument issued. Prior to making the accounting
allocation, the Company evaluated the notes under ASC 815
Derivatives and Hedging
(“ASC 815”). ASC 815 generally requires the analysis
embedded terms and features that have characteristics of
derivatives to be evaluated for bifurcation and separate accounting
in instances where their economic risks and characteristics are not
clearly and closely related to the risks of the host contract. The
material embedded derivative features consisted of the embedded
conversion option and a buy-in put. The conversion option bears
risks of equity which were not clearly and closely related to the
host debt agreement and required bifurcation. Current accounting
principles that are also provided in ASC 815 do not permit an
issuer to account separately for individual derivative terms and
features that require bifurcation and liability classification.
Rather, such terms and features must be and were bundled together
and fair valued as a single, compound embedded
derivative.
For the
years ended December 31, 2020 and 2019, the Company recorded
$372,500 and $0 in amortization of debt discount related to the
notes, which is recorded in interest expense in the statements of
operations.
On
December 31, 2020, holders agreed to convert $372,500 in
convertible notes principal and $7,218 in accrued interest into
75,443 shares of Series E Convertible Preferred Stock and 100,000
shares of Series F Convertible Preferred Stock. Additionally,
holders of $2,500 agreed to
convert $2,500 of principal into 7,500,000 shares of common stock
and agreed to forgive $1,543 in accrued interest.
In
addition, during 2020, the Company entered into a note payable for
$27,500. At December 31, 2020, the Company and the holders of the
note agreed to convert $27,500 in principal and $443 in accrued
interest into 5,589 shares of Series E Convertible Preferred
Stock.
F-10
9.
Derivative
financial instruments
The
following tables summarize the components of the Company’s
derivative liabilities and linked common shares as of December 31,2020 and 2019 and the amounts that were reflected in income related
to derivatives for the year then ended:
The
financings giving rise to derivative financial
instruments
Indexed
Shares
Fair
Values
Compound embedded
derivative
37,931,507
$(7,876)
The
following table summarizes the effects on the Company’s gain
(loss) associated with changes in the fair values of the derivative
financial instruments by type of financing for the years ended 2020
and 2019.
Changes in fair value inputs and
assumptions reflected in income
242,394,446
1,880
Balances at December
31
$-
$7,876
The
fair value of the compound embedded derivative is significantly
influenced by the Company’s trading market price, the price
volatility in trading and the interest components of the Monte
Carlo Simulation technique. Our trading market price went from
$0.0004 on December 31, 2019 to $0.3291 on December 31, 2020. This
increase in our trading market price caused the significant charge
of
$242,394,446 to our
statement of operations related to the changes in fair value of the
derivatives.
10.
Equity
Preferred Stock
The
Company has 1,000,000 Shares of Preferred Stock authorized with a
par value of $0.0001. The Company has allocated 100,000 Shares for
Series C Preferred, 81,100 Shares for Series E Preferred and
500,000 for Series F Preferred.
Series C — The Series C
Preferred has the following designations:
●
Convertible into
common upon the Company completing a reverse stock split upon which
the amount converted will equal 20% of the issued and outstanding
common shares per the reverse split.
●
The holders are
entitled to receive dividends on par with common on an as converted
basis.
●
In the event of
reorganization this Class of Preferred will not be affected by any
such capital reorganization.
●
Voting: The holder
of this Series of Preferred shall be entitled to vote representing
20% of the votes eligible to be cast in the matter.
Series E — The Series E
Preferred has the following designations:
●
Convertible at
option of holder; 1 preferred share is convertible into 1,000
common shares
●
The holders are
entitled to receive dividends if and when declared.
●
The Series E
holders are entitled to receive liquidation in preference to the
common holders or any other class or series of preferred
stock.
●
Voting: The Series
E holders are entitled to vote together with the common holders as
a single class representing 100 votes.
F-11
Series F —As of December31, 2020 and 2019 there were 100,000 and 0 shares issued and
outstanding:
●
Convertible at
option of holder; 1 preferred share is convertible into $0.25 per
share (4,000,000 common shares)
●
The holders are
entitled to receive dividends if and when declared.
●
The Series F
holders are entitled to receive liquidation in preference to the
common holders but not above the Series E preferred
stock.
●
Voting: The Series
F holders are entitled to vote together with the common holders as
a single class representing 100 votes.
The
Company has evaluated each series of the Preferred Stock for proper
classification under ASC 480 - Distinguishing Liabilities from Equity
and ASC 815 - Derivatives and
Hedging.
ASC 480
generally requires liability classification for financial
instruments that are certain to be redeemed, represent obligations
to purchase shares of stock or represent obligations to issue a
variable number of common shares. The Company concluded that each
series of Preferred Stock was not within the scope of ASC 480
because none of the three conditions for liability classification
was present.
ASC 815
generally requires an analysis of embedded terms and features that
have characteristics of derivatives to be evaluated for bifurcation
and separate accounting in instances where their economic risks and
characteristics are not clearly and closely related to the risks of
the host contract. However, in order to perform this analysis, the
Company was first required to evaluate the economic risks and
characteristics of each series of the Preferred Stock in its
entirety as being either akin to equity or akin to debt. The
Company’s evaluation concluded that each series of Preferred
Stock was more akin to an equity-like contract largely due to the
fact the financial instrument is not mandatorily redeemable for
cash and the holders are not entitled to any dividends. Other
features of the Preferred Stock that operate like equity, such as
the conversion option and voting feature, afforded more evidence,
in the Company’s view, that the instrument is more akin to
equity. As 0a result, the embedded conversion features are clearly
and closely related to their equity host instruments. Therefore,
the embedded conversion features do not require bifurcation and
classification as derivative liabilities.
11.
Income
taxes
The
Company adopted the provisions of uncertain tax positions as
addressed in ASC 740-10-65-1. As a result of the implementation of
ASC 740-10-65-1, the Company recognized no increase in the
liability for unrecognized tax benefits. As of December 31, 2020the Company had net operating loss carry forwards of approximately
$226,243 that may be available to reduce future years’
taxable income in varying amounts through 2030. Future tax benefits
which may arise as a result of these losses have not been
recognized in these financial statements, as their realization is
determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards.
The
valuation allowance at December 31, 2020 and, 2019 and the
statutory tax rate, the effective tax rate and the elected amount
of the valuation allowance are indicated below:
Income
tax benefit resulting from applying statutory rates in
jurisdictions in which we are taxed (Federal and State of Florida)
differs from the income tax provision (benefit) in our financial
statements. The following table reflects the reconciliation for the
years ended December 31, 2020 and 2019:
The
Company periodically evaluates the likelihood of the realization of
deferred tax assets, and adjusts the carrying amount of the
deferred tax assets by the valuation allowance to the extent the
future realization of the deferred tax assets is not judged to be
more likely than not. The Company considers many factors when
assessing the likelihood of future realization of its deferred tax
assets, including its recent cumulative earnings experience by
taxing jurisdiction, expectations of future taxable income or loss,
the carryforward periods available to the Company for tax reporting
purposes, and other relevant factors.
Future
changes in the unrecognized tax benefit will have no impact on the
effective tax rate due to the existence of the valuation allowance.
The Company estimates that the unrecognized tax benefit will not
change significantly within the next twelve months. The Company
will continue to classify income tax penalties and interest as part
of general and administrative expense in its consolidated
statements of operations. There were no interest or penalties
accrued as of December 31, 2020.
12.
Subsequent
events
Preferred Stock
Series G — The Series G
Preferred has the following designations:
●
25 shares
designated
●
Each share is
convertible at option of holder into 4,000,000 common
shares
●
The holders are
entitled to receive dividends if and when declared.
●
The Series G
holders are entitled to receive liquidation in preference to the
common holders and any subsequent issuances of preferred
stock.
●
Voting: Each share
of the Series G holders is entitled to 4,000,000 votes on all
matters before the common stock shareholders.
Between
January 5, 2021 and February 9, 2021, the Company sold 13.4 shares
of Series G Preferred Stock to multiple investors for an aggregate
$1,340,000 or $100,000 per share.
Acquisition
On
January 25, 2021, the Company loaned $400,000 and received a
promissory note from Solutions for Start-Up Ventures Limited. The
note has an interest rate of 8% and a maturity date of January 31,2022. This note and the $100,000 note of December 11, 2020, total
$500,000, are part of the consideration agreed to, per the letter
of intent to merge with Carbon-Ion. As of December 31, 2020, the
acquisition is still pending.
F-13
Item 14. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure.
Indicates
a management contract or compensatory plan or
arrangement.
25
SIGNATURES
In
accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly
authorized.
