NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2022
NOTE 1. NATURE OF OPERATIONS
Nature of Business
Atlas Technology Group, Inc., a Florida corporation,
(“Atlas,” “the Company,” “We," "Us," or “Our’) is a SEC reporting shell
company. Shares of our common stock can only be traded in the expert market as of the date of this report. We believe this is due
to there being no broker dealers willing to quote our stock. We intend to seek approval for our shares of common stock to
be traded on the Pink Sheets again. Once relisted on the Pink Sheets, we will then seek to merge with an entity with experienced
management and opportunities for growth in return for shares of our common stock to create values for our shareholders. There is
no guarantee that we will be successful in becoming relisted on the Pink Sheets and no potential merger candidate has been identified
at this time.
Effective May 29, 2021, we entered into an
agreement with Corporate Excellence Consulting Inc. (“CECI”), our then controlling shareholder, and Mr. David Cutler
(“Mr. Cutler”) (“the Agreement”) under which:
| | - | CECI surrendered, and we cancelled, the single outstanding share of Series A Preferred Stock. The single outstanding share of Series A Preferred Stock carried super preferred voting rights enabling the holder to vote the equivalent of 61% of all voteable preferred and common shares issued and outstanding, |
| | - | We issued a new share of Series A Preferred Stock, carrying the same super preferred voting rights described above, to Mr. Cutler. As a consequence of this issuance, Mr. Cutler became our new controlling shareholder, |
| | - | Mr. Cutler was appointed as a director of ours and as our Chief Financial Officer, |
| | - | Mr. Cutler paid $5,000 to CECI on our behalf as a partial repayment of the outstanding fees due by us to CECI, |
| | - | Mr. Cutler undertook to pay a further $30,000 on our behalf as a full and final settlement of the outstanding fees due by us to CECI, such payment to be made on the approval by FINRA of a proposed name change and reverse stock split, |
| | - | CECI agreed to accept the $35,000 to be paid to them by Mr. Cutler on our behalf in full and final settlement of the outstanding fees due by us to CECI. |
The initial payment of $5,000 to CECI was made
by Mr. Cutler as agreed.
There is no guarantee that it will be possible
to complete the remaining terms of the Agreement.
Effective November 10, 2021, the Board
of directors recommended, and the holder of a majority of the voting power of our outstanding common stock voted, to approve the
following items:
| - | a reverse split of the common stock issued and outstanding on a one
new share for one million (1,000,000) old shares basis as of November 10, 2021. Fractional shares will be rounded up to the next
whole share. (This action requires an amendment to the Certificate of Incorporation and requires the approval of the Financial
Industry Regulatory Authority (“FINRA”)), and |
| - | a forward split of the common stock issued and outstanding as of
November 10, 2021. Subsequent to the 1/1,000,000 reverse split described above, each share of post reverse split adjusted issued
and outstanding Common Stock shall be forward split on a one for one hundred (100) basis such that each post reverse split old
share represents 100 new shares. Fractional shares will be rounded up to the next whole share. |
These proposed actions are still pending
FINRA approval.
History
Atlas was incorporated in the state of Nevada
in August 1996 under the name Pan World Corporation. In November 1999, the Company changed its name to Tribeworks, Inc. and redomiciled
to the state of Delaware. In August 2007, the Company changed its name to Atlas Technology Group, Inc. In August 2015, the Company
redomiciled to the State of Florida. In December 2015, the Company changed its name to Moxie Motion Pictures, Inc. In November
2018, the Company changed its name back to Atlas Technology Group, Inc.
Since its Inception in August 1996, the Company
has at various times been involved in the following business activities: software sales, provision of information technology application
support services, distribution of energy efficient lighting products and movie production and talent management.
By December 31, 2018, the Company had ceased
all operations and had disposed of all its former operating subsidiaries.
Impact of the COVID-19 Pandemic
We have not commenced operations as yet and
consequently have not been directly impacted by the Covid-19 outbreak at this time. However, the detrimental effect of the Covid-19
outbreak on the economy as a whole may have a detrimental impact on our ability to raise funding and identify an entity to merge
with for the foreseeable future. We are unable to predict with any certainty the ultimate impact Covid-19 outbreak on our plans
at this time.
Impact of the Ukrainian Conflict
We have not commenced operations as yet and
consequently have not been directly impacted by the Ukrainian conflict at this time Currently, we believe that the conflict between
Ukraine and Russia does not have any direct impact on our operations, financial condition or financial reporting. We believe
the conflict will have only a general impact on our operations in the same manner as it is having a general impact on all businesses
that have their operations limited to North America resulting from international sanction and embargo regulations, possible shortages
of goods and goods incorporating parts that may be supplied from the Ukraine or Russia, supply chain challenges, and the international
and US domestic inflationary results of the conflict and government spending for and funding of our country’s response. As
we are a shell company, we do not believe we will targeted for cyber-attacks. We have no operations in the countries directly involved
in the conflict or are specifically impacted by any of the sanctions and embargoes, as we principally operate in the United States
and Canada. We do not believe that the conflict will have any impact on our internal control over financial reporting. Other
than general securities market trends, we do not have reason to believe that investors will evaluate the company as having special
risks or exposures related to the Ukranian conflict.
NOTE 2. GOING CONCERN
Our financial statements are prepared using
accounting principles generally accepted in the United States of America (“GAAP”) applicable to a going concern, which
contemplate the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business
or income and for the three-month period ended March 31, 2022 we incurred a loss of $17,447 and had an accumulated deficit of $30,975,768
as of March 31, 2022. These conditions raise substantial doubt about our ability to continue as a going concern. The financial
statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue
as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses
and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given
that we will be successful in achieving these objectives.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The summary of significant accounting policies
is presented to assist in the understanding of the financial statements. These policies conform to GAAP and have been consistently
applied. The Company has selected December 31 as its financial year end.
Interim Financial Statements
The accompanying unaudited interim condensed
financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8
of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial
statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position,
results of operations, changes in shareholders’ deficit and cash flows as of March 31, 2022 and for the related periods presented,
have been included. The results for the three-month period ended March 31, 2022 are not necessarily indicative of the results of
operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial
statements and footnotes thereto for the years ended December 31, 2021 and 2020 included in our Form 10-K filed on April 15, 2022.
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. Actual results could differ from those estimates.
Cash and Cash Equivalents:
We maintain cash balances in a non-interest-bearing account that
currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments
with a maturity of three months or less are considered to be cash equivalents. As of March 31, 2022 and December 31, 2021, our
cash balances were $0.
Fair Value Measurements:
ASC Topic 820, Fair Value Measurements and
Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are
required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy
prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets
and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level 1 – Quoted
prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities
included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York
Stock Exchange.
Level 2 – Pricing
inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date.
The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced
with models using highly observable inputs.
Level 3 – Significant
inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those
with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to
determine the fair value of financial transmission rights.
Our financial instruments consist of our prepaid
expenses, accounts payable, accrued expenses - related parties and note payable – related party. The carrying amount of our
prepaid expenses, accounts payable, accrued expenses- related parties and note payable – related party approximates their
fair values because of the short-term maturities of these instruments.
Related Party Transactions:
A related party is generally defined as (i)
any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management,
(iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can
significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when
there is a transfer of resources or obligations between related parties. See Notes 5, 6 and 8 below for details of related party
transactions in the period presented.
Leases:
We determine if an arrangement is a lease at
inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current
liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current
liabilities, and other non-current liabilities in the balance sheet.
ROU assets represent the right to use an asset
for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU
assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As
most of the leases doesn’t provide an implicit rate. We generally use the incremental borrowing rate on the estimated rate
of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating ROU asset
also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight-line
basis over lease term.
The Company was not party to any lease transaction
during the three-month periods ended March 31, 2022 and 2021.
Income Taxes:
The provision for income taxes is computed
using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating
losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that
apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation
allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Uncertain Tax Positions:
We evaluate tax positions in a two-step process.
We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical
merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine
the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that
is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized
tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial
statements.
Revenue Recognition:
Revenues are recognized when control of the
promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects
to receive in exchange for those goods or services. The
Company applies the following five steps in
order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations
in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance
obligations
Step 5: Recognize revenue when the entity satisfies
a performance obligation
As the Company had no business operations during
the three-month periods ended March 31, 2022 and 2021, we have not identified specific planned revenue streams.
During the three-month periods ended March
31, 2022 and 2021, we did not recognize any revenue.
Advertising Costs:
We expense advertising costs when advertisements
occur. No advertising costs were incurred during the three-month periods ended March 31, 2022 and 2021.
Stock-Based Compensation:
The cost of equity instruments issued to employees
and non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued in
accordance with ASC 718, Compensation – Stock Compensation. The related expense is recognized as services are rendered or
vesting periods elapse.
Net Loss per Share Calculation:
Basic earnings (loss) per common share ("EPS")
is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their
effect is anti-dilutive.
Recently Accounting Pronouncements:
We have reviewed all the recently issued, but
not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our
financial statements.
NOTE 4. ACCOUNTS PAYABLE
As of March 31, 2022 and December 31, 2021,
the balance of accounts payable totaled $4,200 and $4,100, respectively.
These balances
were owed to the Company’s share transfer agent.
NOTE 5. ACCRUED EXPENSES - RELATED PARTIES
As of March 31, 2022 and December 31, 2021,
the balance of accruals - related parties totaled $129,000 and $114,000, respectively.
These accruals relate to consulting fees due
our current controlling shareholder, director and chief financial officer ($50,000 and $35,000, respectively) and our former controlling
shareholder ($79,000 and $79,000, respectively).
NOTE 6. NOTE PAYABLE – RELATED PARTY
As of March 31, 2022 and December 31, 2021,
the balance of notes payable – related party totaled $36,819 and $35,639, respectively.
During the three-month period ended March 31,
2022, our new controlling shareholder, director and chief financial officer, advanced to us $1,180 (20210 - $0), by way of a promissory
note to finance our working capital requirements.
The promissory note is unsecured, due on demand
and interest free.
NOTE 7. COMMITMENTS & CONTINGENCIES
Legal Proceedings
We were not subject to any legal proceedings
during the three-month periods ended March 31, 2022 or 2021, and, to the best of our knowledge, no legal proceedings are pending
or threatened.
Contractual Obligations
We are not party to any contractual obligations
at this time.
NOTE 8. SHAREHOLDERS’ DEFICIT
Preferred Stock
We are authorized to issue 25,000,000 shares
of preferred stock with a par value of $0.00001, with such relative rights, preferences and designations as may be determined by
our Board of Directors in its sole discretion upon the issuance of any shares of Preferred Stock.
1 share of Series A Preferred Stock and 24,999,999
shares of Series B Preferred Stock were designated effective July 27, 2015.
There are no remaining shares of preferred
stock available for designation at this time.
Series A Preferred Stock
As of March 31, 2022, we were authorized to
issue 1 share of Series A Preferred Stock with a par value of $0.00001.
1 share of Series A Preferred Stock was issued
and outstanding as of March 31, 2022 and December 31, 2021.
The share of Series A Preferred Stock carried
super majority voting rights such that it can vote the equivalent of 61% of all votable preferred and common stock at all times.
The share of Series A Preferred Stock was convertible
into 1,000 shares of common stock at the option of the Holder.
As described above, effective May 29, 2021,
the 1 existing issued share of Series A Preferred Stock was returned to us by of former controlling shareholder and cancelled by
us.
Further on May 29, 2021, we issued a new share
of Series A Preferred Stock, valued by an independent, third party valuation company at $39,900, as compensation to our new controlling
shareholder, director and Chief Financial Officer.
The new share of Series A Preferred Stock carries
the same super majority voting rights as before such that it can vote the equivalent of 61% of all votable preferred and common
stock at all times.
However,
the new share of Series A Preferred Stock is now convertible into such number of shares of common equal to 61% ownership
of the common stock of the Company at the option of the Holder.
Subsequently
the super majority voting power of the single share of Series A Preferred Stock was increased from 61% to 68%.
1 share
of Series A Preferred Stock was issued and outstanding as of March 31, 2022.
Series B Preferred Stock
As of March 31, 2022, we were authorized to
issue 24,999,999 shares of Series B Preferred Stock with a par value of $0.00001.
Each share of Series B Preferred Stock is entitled
to one vote.
In the event of a liquidation, each share of
Series B Preferred Stock is entitled to $1.00 per share distribution before any distribution is made to holders of any stock ranking
junior to the Series B Preferred Stock.
Each share of series B Preferred Stock is convertible
into 100,000 common shares of the Company.
No shares of Series B Preferred Stock were
issued or outstanding during the three-month periods ended March 31, 2022 and 2021.
Common Stock
As of March 31, 2022, we were authorized to
issue 15,000,000,000 shares of common stock with a par value of $0.0001.
No shares of common stock were issued during
the three-month periods ended March 31, 2022 and 2021.
As of March 31, 2022 and December 31, 2021, 5,850,705,874
shares of common stock were issued and outstanding.
Effective November 10, 2021, the Board of directors
recommended, and the holder of a majority of the voting power of our outstanding common stock voted, to approve the following items:
| - | a reverse split of the common stock issued and outstanding on a one
new share for one million (1,000,000) old shares basis as of November 10, 2021. Fractional shares will be rounded up to the next
whole share. (This action requires an amendment to the Certificate of Incorporation and requires the approval of the Financial
Industry Regulatory Authority (“FINRA”)), and |
| - | a forward split of the common stock issued and outstanding as of
November 10, 2021. Subsequent to the 1/1,000,000 reverse split described above, each share of post reverse split adjusted issued
and outstanding Common Stock shall be forward split on a one for one hundred (100) basis such that each post reverse split old
share represents 100 new shares. Fractional shares will be rounded up to the next whole share. |
These proposed actions are still pending
FINRA approval.
Warrants
No warrants were issued or outstanding during
the three-month periods ended March 31, 2022 and 2021.
Stock Options
We currently have no stock option plan.
No stock options were issued or outstanding
during the three-month periods ended March 31, 2022 and 2021.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events after
March 31, 2022, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements
and has determined there have been no subsequent events for which disclosure is required.