FDOC Charging Robotics Inc (PK)

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

NOTE 1 – NATURE OF OPERATIONS

Fuel Doctor Holdings, Inc. (“Fuel Doctor” or the “Company”) was incorporated in the state of Delaware on March 25, 2008 as Silver Hill Management Services, inc. On August 24, 2011, the Company changed its name to Fuel Doctor Holdings, Inc.

On January 6, 2022, Amitay Weiss, Asaf Itzhaik and Moshe Revach were appointed to fill existing vacancies on the Company’s Board of Directors in accordance with the written consent of majority of directors dated January 6, 2022. None of the newly appointed Directors had a prior relationship with the Company. In addition, on January 6, 2022, Amitay Weiss was appointed as the Chief Executive Officer of the Company and on January 26, 2022, Gadi Levin was appointed Chief Financial Officer of the Company.

On January 7, 2022, Deanna Johnson resigned as an officer and as a director of the Company.

On March 11, 2022, Medigus Ltd, an Israeli company traded on NASDAQ (“Medigus”), Charging Robotics Ltd, a wholly owned subsidiary of Medigus (“Charging Robotics”) and the Company signed a non-binding letter of intent for a planned securities exchange agreement. The transaction, if executed, will result in Charging Robotics becoming a wholly owned subsidiary of the Company, and in exchange, Medigus will receive 80% of the issued and outstanding shares of common stock of the Company. Upon closing, Medigus will appoint nominees as officers and directors of the Company. As of the closing, the Company is required to have net cash in an amount of no less than $1.0 million, excluding the Company’s expenses in connection with the contemplated transaction. As of the date of these financial statements this transaction has not been consummated.

Charging Robotics is a pre-revenue start-up Israeli private company and has set out to change the way electric vehicles are charged. They are developing a robotic platform for charging vehicles in a wireless and automatic manner. At the heart of the technology is a wireless power transfer module that uses resonance coils to transfer energy wirelessly from the robot to the vehicle. The robotic platform is small enough to fit under the vehicle, it automatically positions itself for maximum efficiency charging and returns to its docking station at the end of the charging operation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

2.1 Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

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2.2 Use of Estimates and Assumptions

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

 2.3 Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

2.4 Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with “ASC-260, Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

For the years ended December 31, 2021 and 2022 there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in this period.  

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.5 Commitments and Contingencies 

The Company follows “ASC 440” - "Commitments" and “ASC 450” - "Contingencies", subtopic 450-20 "Loss Contingencies" of the Financial Accounting Standard Board Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

2.6 Recent Accounting Pronouncements

A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether the implementation of such proposed standards would be material to the financial statements of the Company.

 NOTE 3 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception (March 25, 2008) resulting in an accumulated deficit of $1,659,748 as of December 31, 2022 and further losses are anticipated in the development of its business. Management plans to fund operations of the Company through advances from existing shareholders, private placement of securities or the issuance of stock in lieu of cash for payment of services until such a time as a business combination or other profitable investment may be achieved. There are no written agreements in place for such funding or issuance of securities and there can be no assurance that such will be available in the future.  Management believes that this plan provides an opportunity for the Company to continue as a going concern. Management is currently in discussion with existing and new potential shareholders to seek further financing for the Company. The Company does not know whether additional financing will be available on favorable terms, or at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

The effects of Covid -19 could impact our ability to operate under the going concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company’s ability to operate under the going concern. It is possible that our company will have issues relating to the current situation that will need to be considered by management in the future. There will be a wide range of factors to take into account in going concern judgments and financial projections including travel bans, restrictions, government assistance and potential sources of replacement financing, financial health of suppliers and customers and their effect on expected profitability and other key financial performance ratios including information that shows whether there will be sufficient liquidity to continue to meet obligations when they are due.

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021 

NOTE 4 – COMMON STOCK AND PREFERRED STOCK

 On February 18, 2021, the Company Amended the Articles of Incorporation and increased the number of authorized shares to 300,000,000 with a par value of $0.0001 and on March 22, 2022, the Company Amended the Articles of Incorporation and increased the number of authorized shares to 3,000,000,000 with a par value of $0.0001 of which 2,990,000,000 shares shall be common stock with a par value of $0.0001 and 10,000,000 shares shall be preferred stock with a par value of $0.0001.

There were 314,406,030 and 256,739,363 shares of common stock outstanding at December 31, 2022 and December 31, 2021, respectively.

There were no shares of preferred stock outstanding at December 31, 2022 and December 31, 2021.

Common Stock:

On July 7, 2021, the Company issued 220,000,000 shares of common stock with a $0.0001 par value, to Joseph Passalaqua in the name of Friction & Heat LLC, in exchange for related party debt of $22,000. 

From April 1, 2022 and through to December 29, 2022, the Company received $173,000 from investors to purchase shares of common stock in a proposed private placement of up to $270,000 to be issued at a price of $0.003 per share. On December 29, 2022 the Company issued 57,666,667 shares in respect of this offering.

Preferred Stock

As of December 31, 2022 and December 31, 2021 there are no preferences assigned to the preferred stock.  

NOTE 5 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, the Company may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of stock or traditional debt financing. There is no formal written commitment for continued support by related parties. As of December 31, 2021, all related parties waived their rights to amounts owed by the Company in the amount of $11,248 and the Company recorded these amounts as a gain on debt forgiveness in the accompanying financial statements.

 No director fees paid during the years ended December 31, 2022 and 2021.

(ii)       Balances with related parties 

On March 8, 2022, a shareholder advanced the Company a loan in the amount of $20,000. The loan bears interest at 1% per annum and is repayable at the request of the shareholder. The loan was repaid on May 16, 2022. Interest on the loan amounted to $54.

The Company currently operates out of an office of a related party free of rent. 

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

NOTE 6 – INCOME TAXES

As of December 31, 2022, the Company had net operating loss carry forwards of approximately $1,660,000 that may be available to reduce future years' taxable income in varying amounts through 2042.

Future tax benefits which 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 provision for Federal income tax consists of the following:

The cumulative tax effect at the expected rate of 35% of significant items comprising our net deferred tax amount is as follows:

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

NOTE 6 – INCOME TAXES (Continued)

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $1,660,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. The Company’s returns are open to examination by the Internal Revenue Services for all tax years since inception. The Company has not filed any tax returns to date.