Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission 001-41051 File No. BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 45-3598066 (State or ...

Blackboxstocks Inc.(NASDAQ:BLBX) Q2 2022 Earnings Conference Call August 15, 2022 4:30 PM ET Company Participants Stephanie Prince - Investor Relations, PCG Advisory Gust Kepler - Chief Executive Officer Robert Winspear - Chief Financial Officer Conference Call Participants Edward Woo - Ascendiant Capital Joe Gomes - Noble Capital Brian Smith - Security Research Associates Operator Good day and welcome to the Blackboxstocks Second Quarter 2022 Earnings Conference Call. All participants will be in listen onl ...

[PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents Blackboxstocks Inc.'s unaudited financial statements as of June 30, 2022, detailing asset, liability, equity, operations, and cash flow changes [Balance Sheets](index=5&type=section&id=Balance%20Sheets) Total assets decreased to **$7.65 million** from **$11.15 million** at year-end 2021, primarily due to reduced cash and marketable securities Balance Sheet Summary (Unaudited) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $7,209,621 | $10,701,971 | | Cash | $335,106 | $2,426,497 | | Marketable Securities | $6,734,720 | $8,015,882 | | **Total Assets** | **$7,647,221** | **$11,150,114** | | **Total Current Liabilities** | $2,731,496 | $2,928,676 | | **Total Liabilities** | $3,085,550 | $3,332,664 | | **Total Stockholders' Equity** | **$4,561,671** | **$7,817,450** | [Statements of Operations](index=7&type=section&id=Statements%20of%20Operations) Revenue slightly decreased for Q2 2022, while operating expenses significantly increased, resulting in a **$1.32 million** net loss for the quarter and a **$2.56 million** net loss for the six-month period Three Months Ended June 30 (Unaudited) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Total Revenues | $1,399,315 | $1,463,606 | | Gross Margin | $899,888 | $1,054,029 | | Total Operating Expenses | $2,068,654 | $1,171,551 | | Net Loss | $(1,316,099) | $(243,336) | | Net Loss Per Share | $(0.10) | $(0.03) | Six Months Ended June 30 (Unaudited) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Total Revenues | $2,671,801 | $2,953,274 | | Gross Margin | $1,592,412 | $2,147,922 | | Total Operating Expenses | $3,782,332 | $2,120,312 | | Net Loss | $(2,558,542) | $(230,781) | | Net Loss Per Share | $(0.19) | $(0.03) | [Statement of Stockholders' Equity (Deficit)](index=8&type=section&id=Statement%20of%20Stockholders'%20Equity%20(Deficit)) Stockholders' equity declined to **$4.56 million** by June 30, 2022, primarily due to a **$2.56 million** net loss and **$0.95 million** in treasury stock repurchases - Key activities impacting stockholders' equity in the first six months of 2022 include the net loss of **$2,558,542** and the purchase of treasury stock for **$945,449**[23](index=23&type=chunk) [Statements of Cash Flows](index=9&type=section&id=Statements%20of%20Cash%20Flows) Net cash used in operating activities significantly increased to **$2.04 million** for the six months ended June 30, 2022, resulting in a **$2.09 million** net decrease in cash Cash Flow Summary for Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(2,038,532) | $(26,192) | | Net Cash Provided by (Used in) Investing Activities | $966,779 | $(54,507) | | Net Cash Used in Financing Activities | $(1,019,638) | $(265,636) | | **Net Decrease in Cash** | **$(2,091,391)** | **$(346,335)** | | **Cash - End of Period** | **$335,106** | **$626,490** | [Notes to Financial Statements](index=10&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's SaaS business model, revenue recognition, marketable securities, a **$2.5 million** stock repurchase plan, and a **$0.93 million** outstanding note payable - The Company operates a SaaS model, recognizing revenue from monthly and annual subscriptions over the subscription period[41](index=41&type=chunk) - On January 7, 2022, the Board authorized a stock repurchase plan for up to **$2.5 million**. As of June 30, 2022, **499,028 shares** were repurchased for **$945,449**[49](index=49&type=chunk) - The Company has a **$1 million** note payable with a **12% interest rate**, with an unpaid balance of **$930,000** as of June 30, 2022[58](index=58&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes a Q2 2022 revenue decrease to macroeconomic factors, while operating expenses significantly rose, leading to a substantial net loss, yet believes sufficient capital exists for future operations [Overview](index=15&type=section&id=Overview) Blackboxstocks provides real-time stock and options analytics through a subscription-based SaaS platform, leveraging AI-enhanced predictive technology and social features for a global user base - The company's web-based software scans over **10,000 stocks** and **1,500,000 options contracts per second** using AI-enhanced predictive technology[65](index=65&type=chunk) - The business model is a subscription-based Software as a Service (SaaS) with a growing user base across **42 countries**[65](index=65&type=chunk) [Liquidity and Capital Resources](index=15&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and marketable securities decreased to **$7.07 million** by June 30, 2022, with **$2.04 million** used in operations and **$0.95 million** for stock repurchases, though management expects sufficient capital for the next twelve months Cash and Marketable Securities | Date | Amount | | :--- | :--- | | June 30, 2022 | $7,069,826 | | December 31, 2021 | $10,442,379 | - Cash used in operations for the six months ended June 30, 2022, was **($2,038,532)**, compared to **($26,192)** for the same period in 2021[70](index=70&type=chunk) - The company believes it has sufficient capital to fund operations and debt service for the next twelve months, following its public offering which raised net proceeds of approximately **$10.51 million**[74](index=74&type=chunk)[75](index=75&type=chunk) [Results of Operations](index=16&type=section&id=Results%20of%20Operations) Revenue declined due to negative macroeconomic conditions, while increased operating expenses, including marketing and software development, led to a significantly larger net loss for both the three and six-month periods - Management attributes the decline in revenues to negative macro-economic factors such as poor stock market performance, high inflation, and negative GDP growth[76](index=76&type=chunk) - Operating expenses are expected to continue increasing due to investments in digital advertising, marketing, and software development for new products and features[78](index=78&type=chunk) [EBITDA (Non-GAAP Financial Measure)](index=17&type=section&id=EBITDA%20(Non-GAAP%20Financial%20Measure)) EBITDA for the three months ended June 30, 2022, was a **$1.04 million** loss, and a **$1.93 million** loss for the six-month period, a significant shift from the prior year Reconciliation of Net Loss to EBITDA | Period | Net Loss | EBITDA | | :--- | :--- | :--- | | **Three Months Ended June 30, 2022** | $(1,316,099) | $(1,036,737) | | **Three Months Ended June 30, 2021** | $(243,336) | $(112,141) | | **Six Months Ended June 30, 2022** | $(2,558,542) | $(1,930,583) | | **Six Months Ended June 30, 2021** | $(230,781) | $37,315 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=18&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," the company is exempt from providing quantitative and qualitative disclosures about market risk - As a "smaller reporting company," the company is exempt from providing quantitative and qualitative disclosures about market risk[89](index=89&type=chunk) [Item 4. Controls and Procedures](index=18&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal control over financial reporting during the quarter - The principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2022[90](index=90&type=chunk) - No changes in internal controls over financial reporting occurred during the quarter ended June 30, 2022, that have materially affected or are likely to materially affect internal controls[91](index=91&type=chunk) [PART II – OTHER INFORMATION](index=19&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=19&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no involvement in any legal proceedings - The company is not involved in any legal proceedings[95](index=95&type=chunk) [Item 1A. Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) This section refers to previously disclosed risk factors in the Annual Report on Form 10-K and Form S-1, indicating no material changes - For a discussion of risk factors, the report refers to the Company's Annual Report on Form 10-K filed on March 31, 2022, and its Form S-1 registration statement[96](index=96&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=19&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales occurred, and public offering proceeds were used for marketing and general expenses, including a stock repurchase plan that bought back **499,028 shares** for **$0.95 million** - There were no sales of unregistered securities during the reporting period that have not been previously reported[97](index=97&type=chunk) - A stock repurchase plan was authorized on January 7, 2022, for up to **$2.5 million**. As of June 30, 2022, the company had repurchased **499,028 shares** for an aggregate price of **$945,449**[98](index=98&type=chunk) Issuer Purchases of Equity Securities (as of June 30, 2022) | Period | Total Shares Purchased | Average Price Paid | Max Dollar Value Remaining | | :--- | :--- | :--- | :--- | | **Total** | **499,028** | **$1.97** | **$1,554,551** | [Item 3. Defaults Upon Senior Securities](index=20&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There were no defaults upon senior securities[103](index=103&type=chunk) [Item 4. Mine Safety Disclosures](index=20&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This section is not applicable[104](index=104&type=chunk) [Item 5. Other Information](index=20&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this section - There is no other information to report[105](index=105&type=chunk) [Item 6. Exhibits](index=20&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and interactive data files - Exhibits filed with the report include officer certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL interactive data files (101.1, 104)[108](index=108&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | --- | |-------------------------|-----------------------|-------| | Commission File \nNo. | 001-41051 | | | | BLACKBOXSTOCK ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41051 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | |---------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41051 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-55108 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 45-3598066 (State or other j ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-55108 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 45-3598066 (State or other ...

Part I [Business Overview](index=5&type=section&id=Item%201.%20Business) Blackboxstocks, Inc. operates a SaaS financial technology and social media platform, offering AI-enhanced real-time analytics for stock and options traders - The company operates a **SaaS business model**, providing a subscription-based financial technology and social media platform to users in **42 countries**[15](index=15&type=chunk) - The Blackbox System uses **AI-enhanced predictive technology** to scan over **8,000 stocks** and **1,000,000 options contracts per second**, delivering real-time alerts and analytics[15](index=15&type=chunk)[16](index=16&type=chunk) - Key platform features include an **Options Flow Scanner**, a **Dark Pool Scanner**, and **TradeStation integration** for direct trading from the dashboard[17](index=17&type=chunk) - Future development plans include native **iOS/Android mobile apps**, a **cryptocurrency analytics platform**, and a **portfolio management system**, with an estimated cost of **$250,000**[19](index=19&type=chunk) Marketing and Customer Referral Expenditures (2019-2020) | Expense Category | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Advertising and Marketing | $705,706 | $261,470 | | Customer Referral Expenditures | $272,908 | $121,227 | - The company identifies **Trade Ideas, Flow Algo, Trade Alert, and Wall Street Jesus** as potential competitors based on similar features and price points[25](index=25&type=chunk) [Risk Factors](index=7&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Blackboxstocks, Inc. is exempt from providing specific risk factor disclosures - The company is not required to provide risk factors as it qualifies as a **smaller reporting company**[30](index=30&type=chunk) [Unresolved Staff Comments](index=7&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[31](index=31&type=chunk) [Properties](index=7&type=section&id=Item%202.%20Properties) The company leases its principal office in Dallas, Texas, with reported rental expenses and future minimum commitments Office Rental Expenses and Future Commitments | Period | Amount ($) | | :--- | :--- | | 2020 Expense | $59,597 | | 2019 Expense | $54,631 | | 2021 Future Payment | $61,800 | | 2022 Future Payment | $46,863 | [Legal Proceedings](index=7&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no material pending legal or governmental proceedings - There are currently no material pending legal proceedings[33](index=33&type=chunk) [Mine Safety Disclosures](index=7&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[35](index=35&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=8&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the OTC Pink market, with details on outstanding shares, record holders, and dividend policy - The company's common stock is quoted on the **OTC Pink market** under the symbol **BLBX**[38](index=38&type=chunk) Quarterly Common Stock Bid Prices (2019-2020) | Quarter Ended | High ($) | Low ($) | | :--- | :--- | :--- | | Dec 31, 2020 | 3.35 | 2.15 | | Sep 30, 2020 | 3.10 | 2.00 | | Jun 30, 2020 | 2.55 | 2.21 | | Mar 31, 2020 | 2.75 | 1.99 | | Dec 31, 2019 | 4.95 | 4.74 | | Sep 30, 2019 | 6.60 | 2.50 | | Jun 30, 2019 | 9.00 | 6.60 | | Mar 31, 2019 | 14.97 | 3.00 | - As of March 17, 2021, **8,579,877 shares** of common stock were outstanding, held by **696 record holders**[40](index=40&type=chunk)[5](index=5&type=chunk) - The company has not declared any dividends and does not anticipate paying any in the foreseeable future[41](index=41&type=chunk) [Selected Financial Data](index=9&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not required as the company is a smaller reporting company - Not required[50](index=50&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=9&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company achieved significant revenue growth and improved gross margin in 2020, reducing its net loss and bolstering liquidity with a new $1 million loan Results of Operations Comparison (2020 vs. 2019) | Metric | 2020 ($) | 2019 ($) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $3,367,563 | $1,062,573 | +216.9% | | Cost of Revenues | $1,201,320 | $695,076 | +72.8% | | Gross Margin | $2,166,243 | $367,497 | +489.5% | | Gross Margin % | 64.3% | 34.6% | +29.7 pts | | Operating Expenses | $2,578,941 | $1,372,530 | +87.9% | | Operating Loss | ($412,698) | ($1,005,033) | -59.0% | Liquidity and Working Capital (as of Dec 31) | Metric | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Cash Balance | $972,825 | $21,172 | | Working Capital Deficit | ($990,738) | ($3,525,306) | - The company secured a **$1,000,000 loan agreement** on November 12, 2020, at a **12% interest rate** maturing November 12, 2022, with proceeds used for debt repayment and working capital[82](index=82&type=chunk)[56](index=56&type=chunk) - Management believes new financing and operational cash flows provide sufficient capital for the next twelve months, despite an accumulated deficit of **$7.18 million**[56](index=56&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=14&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required as the company is a smaller reporting company - Not required[90](index=90&type=chunk) [Financial Statements and Supplementary Data](index=14&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates the company's audited financial statements for 2019-2020, which received an unqualified opinion from Turner, Stone & Company, L.L.P - The independent registered public accounting firm, **Turner, Stone & Company, L.L.P.**, issued an **unqualified audit opinion** on the financial statements[153](index=153&type=chunk) Key Balance Sheet Data (as of Dec 31) | Account | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $972,825 | $21,172 | | Total Current Assets | $1,008,476 | $26,917 | | Total Assets | $1,157,849 | $280,639 | | **Liabilities & Equity** | | | | Total Current Liabilities | $1,999,214 | $3,552,223 | | Total Liabilities | $2,915,603 | $3,618,938 | | Accumulated Deficit | ($7,184,818) | ($6,829,907) | | Total Stockholders' Deficit | ($1,757,754) | ($3,338,299) | Key Income Statement Data (Year Ended Dec 31) | Account | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Total Revenues | $3,367,563 | $1,062,573 | | Gross Margin | $2,166,243 | $367,497 | | Operating Loss | ($412,698) | ($1,005,033) | | Net Loss | ($354,911) | ($2,983,438) | | Net Loss Per Share (basic) | ($0.04) | ($0.38) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=15&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting principles, disclosures, or auditing scope - None reported[94](index=94&type=chunk) [Controls and Procedures](index=15&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2020, due to a material weakness in internal control over financial reporting - The principal executive and financial officer concluded that the company's disclosure controls and procedures were **not effective** as of December 31, 2020[95](index=95&type=chunk) - A **material weakness** was identified in internal controls over financial reporting due to a shortage of accounting resources and inadequate segregation of duties[100](index=100&type=chunk)[104](index=104&type=chunk) - The annual report does not include an attestation report from the registered public accounting firm regarding internal control, as **non-accelerated filers are exempt**[101](index=101&type=chunk) [Other Information](index=16&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[105](index=105&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=17&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes Gust Kepler as sole Director and CEO, with no formal Code of Ethics or separate board committees due to its small size Directors and Executive Officers | Name | Age | Position(s) | | :--- | :--- | :--- | | Gust Kepler | 56 | Director, President, CEO, CFO, Secretary | | Jeff Sharrock | 56 | Vice President of Operations | - The company has not adopted a **Financial Code of Ethics** due to its small management team[113](index=113&type=chunk) - There are no separate audit, nominating, or compensation committees; the **entire Board of Directors** performs these functions[114](index=114&type=chunk) [Executive Compensation](index=18&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for Gust Kepler and Jeff Sharrock for 2019-2020 consists of salary and bonuses, with no retirement or stock option programs Summary Compensation Table (2019-2020) | Name and Principal Position | Year | Salary ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Gust Kepler, CEO, CFO, etc. | 2020 | 12,000 | 11,120 | 23,120 | | | 2019 | 12,000 | -- | 12,000 | | Jeff Sharrock, VP of Operations | 2020 | 73,000 | 6,352 | 79,352 | | | 2019 | 73,008 | 500 | 73,508 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=19&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Gust Kepler, CEO and sole director, is the controlling shareholder, owning 27% of Common Stock and 100% of Series A Preferred Stock Security Ownership of Beneficial Owners and Management (as of March 17, 2021) | Name / Group | Class | Shares Owned | Percent of Class | | :--- | :--- | :--- | :--- | | Gust Kepler | Common Stock | 2,331,668 | 27% | | David Kyle | Common Stock | 833,334 | 10% | | Eric Pharis | Common Stock | 791,615 | 9% | | Stephen Chiang | Common Stock | 1,000,000 | 12% | | Gust Kepler | Series A Preferred Stock | 5,000,000 | 100% | [Certain Relationships and Related Transactions, and Director Independence](index=20&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company disclosed several related party transactions, including a repaid loan from the CEO, payments to stockholder-owned firms, and a prepaid balance with a CEO-owned entity - CEO Gust Kepler repaid a **$9,823 debt** to the company during 2020[128](index=128&type=chunk) - The company paid **EDM Operators**, owned by stockholders Eric Pharis and David Kyle, **$40,200 in 2020** and **$13,500 in 2019** for application development services[130](index=130&type=chunk) - A prepaid balance of **$36,700** exists with **G2 International, Inc.**, wholly owned by CEO Gust Kepler, for future public relations and marketing services[131](index=131&type=chunk) - The Board of Directors is composed of one member who does not qualify as an **independent director**[132](index=132&type=chunk) [Principal Accountant Fees and Services](index=20&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company paid Turner, Stone & Company, L.L.P. for audit and tax services, with all fees pre-approved by the Board of Directors Accountant Fees (2019-2020) | Fee Category | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Audit Fees | $41,500 | $37,095 | | Tax Fees | $3,000 | $2,325 | | All Other Fees | $0 | $0 | Part IV [Exhibits and Financial Statement Schedules](index=22&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Annual Report on Form 10-K, including corporate governance documents and material contracts - Lists the financial statements filed with the report, including the **Balance Sheets, Statements of Operations, and Statements of Cash Flows**[141](index=141&type=chunk) - Provides a list of exhibits filed or incorporated by reference, such as **corporate governance documents, material contracts, and officer certifications**[143](index=143&type=chunk)[144](index=144&type=chunk) [Form 10-K Summary](index=23&type=section&id=Item%2016.%20Form%2010-K%20Summary) No summary is provided for this item - None[145](index=145&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | --- | --- | |-----------------------|---------|------------------------------------------------------------------------ ...