FDOC Fuel Doctor Holdings Inc (PK)

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, 2023

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. 000-56253

FUEL DOCTOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

20 Raul Wallenberg Street

Tel Aviv, Israel

(Address of principal executive offices, zip code)

(647)558-5564

(Registrant’s telephone number, including area code)

 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒  No  ☐

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one):

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):   Yes  ☐  No ☒ 

Securities registered pursuant to Section 12(b) of the Act:

As of June 30, 2023 and August 16, 2023, there were 1,372,656,029 and 1,372,656,029 shares of common stock, $0.0001 par value per share, outstanding, respectively.

FUEL DOCTOR HOLDINGS, INC.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Fuel Doctor Holdings, Inc., a Delaware corporation (the “Company”), contains “forward-looking statements.”  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the Company’s need for and ability to obtain additional financing and the demand for the Company’s products, and other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

PART I. FINANCIAL INFORMATION

ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS.

FUEL DOCTOR HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands except share and per share data

See accompanying Notes to Condensed Consolidated Financial Statements 

FUEL DOCTOR HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands except share and per share data (Unaudited)

(Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements

FUEL DOCTOR HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

U.S. dollars in thousands except share and per share data

For the six and months ended June 30, 2023

(Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements

FUEL DOCTOR HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

  U.S. dollars in thousands except share and per share data
(Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands except share and per share data

(UNAUDITED)

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands except share and per share data

(UNAUDITED)

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands except share and per share data

(UNAUDITED)

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE condensed CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands except share and per share data

(UNAUDITED)

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE condensed CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands except share and per share data

(UNAUDITED)

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE condensed CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands except share and per share data

(UNAUDITED)

NOTE 7 – COMMON STOCK AND PREFERRED STOCK (CONT.)

FUEL DOCTOR HOLDINGS, INC.

NOTES TO THE condensed CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands except share and per share data

(UNAUDITED)

NOTE 7 – COMMON STOCK AND PREFERRED STOCK (CONT.)

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our consolidated financial statements (and notes related thereto) and other more detailed financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Consequently, you should read the following discussion and analysis of our financial condition and results of operations together with such financial statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis are set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of our most recent Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW OF OUR PERFORMANCE AND OPERATIONS

Recent Developments

On March 28, 2023, the Company entered into a Securities Exchange Agreement (the “Acquisition Agreement”) with the Medigus Ltd. (“Medigus), the sole shareholder of Charging Robotics Ltd. (“Charging Robotics”). Pursuant to the Acquisition Agreement, at the closing, which occurred on April 7, 2023, the Company acquired 100% of the issued and outstanding share capital of Charging Robotics (the “Acquisition”), making Charging Robotics a wholly-owned subsidiary of the Company, in exchange for the issuance of a total of 921,750,000 newly issued shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), and a total of 922,500,000 warrants to purchase Shares exercisable at par. As a result of the Acquisition, Medigus hold 67% of our outstanding share capital, with an option to increase its holdings to up to 71% of our outstanding share capital based on pre-set milestones set forth in the Acquisition Agreement.

Charging Robotics was formed in February 2021, as an Israeli corporation, to focus on an innovative wireless electric vehicles (“EVs”) charging technology. At the heart of the technology is a wireless power transfer module that uses resonance coils to transfer electricity wirelessly. This module can be used for various products such as robotic and stationary platforms. The robotic platform will be small enough to fit under the vehicle, will automatically position itself for maximum efficiency charging and will return to its docking station at the end of the charging operation. In parallel, we are also in the final stages of developing a Wireless EV Charging System for automatic parking lots based on our wireless electricity transfer module.

On April 6, 2023, the Company sold a total of 136,500,000 newly issued Shares to a total of three investors for a total of $500,500.

On April 7, 2023, Mr. Asaf Itzhaik and Mr. Moshe Revach resigned as directors of the Company and Ms. Tali Dinar, Mr. Yakov Baranes and Mr. Eliyahu Yoresh were appointed as directors to fill existing vacancies on the Company’s Board of Directors. None of the newly appointed directors had a prior relationship with the Company. In addition, Mr. Hovav Gilan (CEO of Charging Robotics) replaced Mr. Amitay Weiss as CEO of the Company.

On July 4, 2023, the Company approved stock option and restricted share unit (“RSU”) plan (the “Plan”) for the directors, officers, consultants and employees of the Company and its subsidiary companies. The maximum number of options and RSU’s issuable under the Plan shall be equal to 205,898,404 Shares. As of the date of this report, no options or RSU’s were issued.

In August 2023, we received a letter of intent from an automatic car park provider in Israel to evaluate Charging Robotics’ wireless charging system for EVs in one of the car park provider’s automatic car parks. We are therefore now shifting our attention away from the robotics solution to what we believe is an easier to attain and closer to market wireless charging solution for automatic car parks. One of the market challenges is the limited availability of EV with wireless charging capabilities. By targeting the automatic car parks market with a solution that enables charging of EVs without wireless charging capabilities, we believe that we will be able to achieve sales sooner and with less resources. In addition, this solution does not require extensive developments that are needed for the robotic system.

We believe that wireless charging systems for automatic car parks is set to answer the unmet need of charging EVs in automatic car parks. Automatic car parks are gaining popularity as they offer an ultra-compact way to park cars, thus fighting the rising costs of land. However, since these are “lights out facilities” with no human access, there is no way for the driver to connect a charging cable to the vehicle. This is a big problem in areas where EVs are common and automatic car park providers are constantly looking for solutions to answer this need for their customers.

Besides enabling EV charging in automatic car parks, the system will have numerous advantages, including:

Results of Operations for the six months ended June 30, 2023 and June 30, 2022

Revenues

We have generated revenues of $0 and $0 for the six months ended June 30, 2023 and June 30, 2022, respectively.

Operating expenses

Operating expenses for the six months ended June 30, 2023, were $305 thousand compared with $456 thousand for the six months ended June 30, 2022.  The decrease in operating expenses in 2022, is due to a decrease in research and development expenses, offset by an increase in general and administrative expenses. Research and development expenses for the six months ended June 30, 2023, amounted to $149 thousand, compared to $364 thousand for the six months ended June 30, 2022. The decrease is mainly due to a decrease in the use of subcontractors. Subcontractor expenses for the six months ended June 30, 2023, amounted to $119 thousand, compared to $334 thousand for the six months ended June 30, 2022. General and administrative expenses increased by $64 thousand, from $92 thousand for the six months ended June 30, 2022 to $156 thousand for the six months ended June 30, 2023. The increase in general and administrative expenses is related to increased activity by the Company to pursue a potential acquisition of a company.

Results of Operations of the Company for the three months ended June 30, 2023 and June 30, 2022

Revenues

We have generated revenues of $0 and $0 for the three months ended June 30, 2023 and June 30, 2022, respectively.

Operating expenses

Operating expenses for the three months ended June 30, 2023, were $181 thousand compared with $183 thousand for the three months ended June 30, 2022. Research and development expenses for the three months ended June 30, 2023, amounted to $37 thousand, compared to $151 thousand for the three months ended June 30, 2022. The decrease is due mainly to a decrease in subcontractor expenses. General and administrative expenses increased by $112 thousand, from $32 thousand for the three months ended June 30, 2022, to $144 thousand for the three months ended June 30, 2023. The increase in general and administrative expenses is related to increased activity by the Company to pursue a potential acquisition of a company.

Liquidity and Capital Resources

As of June 30, 2023 and December 31, 2022, the Company’s cash balance was $254 thousand and $27 thousand, respectively.

As of June 30, 2023 and December 31, 2022, the Company’s total assets were $580 thousand and $384 thousand, respectively.

As of June 30, 2023, the Company had total liabilities of $ 187 thousand that consisted of $50 thousand in accounts payable and accrued liabilities, $66 thousand in related parties, $49 thousand in deferred revenues and $22 thousand in other payables.

As of December 31, 2022, the Company had total liabilities of $752 thousand that consisted of $ 108 thousand in accounts payable and accrued liabilities, $595 thousand in related parties and $49 thousand in deferred revenues.

As of June 30, 2023, the Company had positive working capital of $163 thousand. As of December 31, 2022, the Company had negative working capital of $605 thousand.

Working Capital and Cash Flows (in thousands of U.S. Dollars)

Working Capital

Cash Flows

Cash Flows from Operating Activities

During the six months ended June 30, 2023, we had negative cash flow from operations of $342 thousand compared to a negative cashflow of $126 thousand for the six months ended June 30, 2022.

Cash Flows from Investing Activities

During the six months ended June 30, 2023, we had no cash flow from investing activities, compared to a negative cashflow of $36 thousand for the six months ended June 30, 2022.

Cash Flows from Financing Activities

During the six months ended June 30, 2023, we had a positive cash flow from financing activities of $592 thousand, compared to no cashflow for the six months ended June 30, 2022.

Critical Accounting Policies

Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern. 

Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

The Company, as of June 30, 2023, had $254 thousand in cash and has not generated any revenues from operations to date. For the six months ending June 30, 2023 and June 30, 2022, our operating expenses amounted to $305 thousand and $456 thousand, respectively. In the previous two fiscal years our operating expenses were $768 thousand and $408 for the years ended December 31, 2022 and December 31, 2021, respectively.

The Company continues to rely on borrowings and financings. In the next 12 months we expect to incur expenses equal to approximately $1 million to advance Charging Robotics’ product and expenses related to legal, accounting, audit and other professional service fees incurred in relation to the Company’s status as a U.S. reporting company. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is currently devoting its efforts to raise further funds. The Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations. There is no assurance that we will in fact have access to additional capital or financing as a public company.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Default on Notes

There are currently no notes in default.

Other Contractual Obligations

As of the year ended December 31, 2022 and the six months ended June 30, 2023, we did not have any contractual obligations, other than those already disclosed in the Form..

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures include, without limitation, means controls and other procedures that are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, because of the Company’s limited resources and lack of employees, management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were ineffective as of June 30, 2023 and as of the date of this filing, August 16, 2023.

Management has identified control deficiencies regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff.  The small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation.  

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the quarter ended June 30, 2023 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the quarter ended June 30, 2023 are fairly stated, in all material respects, in accordance with GAAP.

Limitations on Effectiveness of Controls and Procedures

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

No changes in the Company’s internal control over financial reporting have come to management’s attention during the Company’s last fiscal quarter that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.  

None.

ITEM 1A.    RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.  

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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