UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended ~~March~~June 3130, 2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-56349

KwikClick, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

95-4463033

(I.R.S. Employer Identification No.)

585 West 500 South, Suite 130

Bountiful, Utah

(Address of principal executive offices)

84010

(Zip Code)

Registrant’s telephone number, including area code:

(385) 301-2792

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

NONE

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	KWIK	OTCQB

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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, a smaller reporting company or an emerging growth company. See the 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 ☒ Small 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. ☐

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

As of ~~May~~August 157, 2024 ~~the~~ the issuer had 153,148,705 shares of common stock issued and outstanding.

KWIKCLICK, INC.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Balance Sheets, March 31, 2024 (Unaudited) and December 31, 2023	3
	Balance Sheets, June 30, 2024 (Unaudited) and December 31, 2023	3
	Statements of Operations for the Three Months ended March 31, 2023 and 2022 (Unaudited)	4
	Statements of Operations for the Six Months ended June 30, 2024 and 2023 (Unaudited)	4
	Statements of Stockholders’ Equity (Deficit) for the Three Months ended March 31, 2023 and 2022 (Unaudited)	5
	Statements of Stockholders’ Equity (Deficit) for the Six Months ended June 30, 2024 and 2023 (Unaudited)	5
	Statements of Cash Flows for the Three Months ended March 31, 2023 and 2022 (Unaudited)	6
	Statements of Cash Flows for the Six Months ended June 30, 2024 and 2023 (Unaudited)	6
	Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
SIGNATURES		16

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

KWIKCLICK, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31			December 31,
	June 30,			December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	3031,~~025~~183		$	64,186
Accounts receivable, net		14,~~043~~265			16,503
Total current assets		4445,~~068~~448			80,689
Equipment, net		43,~~239~~962			4,515
Intellectual property, net		1,~~383~~357,~~277~~363			1,406,491
Right to use asset		4935,~~883~~276			64,194
Total assets	$	1,~~481~~442,~~467~~049		$	1,555,889
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	~~755~~728,~~074~~474		$	888,513
Accrued liabilities		93,615			120,859
Accrued expenses		112,001			120,859
Lease obligation		5136,~~411~~345			55,852
Related party loans		2,~~184~~506,~~925~~640			1,754,445
Total current liabilities		3,~~085~~383,~~025~~460			2,819,669
Long-term liabilities:
Lease obligation, net of current portion		–			10,174
Total liabilities		3,~~085~~383,~~025~~460			2,829,843
Stockholders' (deficit)
Stockholders' deficit
Preferred stock, $0.0001 par value; 5,000,000 shares authorized and none issued and outstanding		–			–
Common stock, $0.0001 par value; 400,000,000 shares authorized and 153,148,705 shares issued and outstanding at March 31, 2024 and December 31, 2023		15,316			15,316
Common stock, $0.0001 par value; 400,000,000 shares authorized and 153,148,705 shares issued and outstanding at June 30, 2024 and December 31, 2023		15,316			15,316
Additional paid-in-capital		9,~~520~~521,~~032~~118			9,113,260
Accumulated deficit		(11,~~138~~477,~~906~~845	)		(10,402,530	)
Total stockholders' (deficit)		(1,603,558	)		(1,273,954	)
Total stockholders' deficit		(1,941,411	)		(1,273,954	)
Total liabilities and stockholders' (deficit)	$	1,481,467		$	1,555,889
Total liabilities and stockholders' deficit	$	1,442,049		$	1,555,889

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

KWIKCLICK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	March 31,
	June 30						June 30
	2024	~~2024~~		2023	~~2023~~		2024			2023
Revenues:
Brand Services	$	3013,~~891~~146		$	8551,~~317~~478		$	44,037		$	136,795
Operating expenses:
Operating costs and expenses:
Cost of Sales		18,~~765~~144			3040,~~159~~523			9,909			70,682
Management and payroll		~~514~~102,~~419~~039			~~283~~293,~~038~~015			616,458			576,053
Research and development		8676,~~917~~519			~~197~~265,~~168~~727			163,436			462,895
General and administrative		~~146~~110,~~955~~258			~~432~~232,~~039~~859			257,213			664,898
Total operating expenses		750,056			942,404
Total operating costs and expenses		296,960			832,124			1,047,016			1,774,528
Other income (expenses)
Other income (expense)
Interest expense - related party		(4755,~~211~~125	)		(~~284~~12,824	)		(102,336	)		(13,108	)
Gain on liability settlement		~~30,000~~–			–			30,000			–
Loss before income taxes		(~~736~~338,~~376~~939	)		(~~857~~793,~~371~~470	)		(1,075,315	)		(1,650,841	)
Provision for (benefit from) income taxes		–			–			–			–
Net loss	$	(~~736~~338,~~376~~939	)	$	(~~857~~793,~~371~~470	)	$	(1,075,315	)	$	(1,650,841	)
Basic and diluted loss per share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding - basic and diluted		153,148,705			~~149~~150,~~840~~466,~~384~~827			153,148,705			150,156,441

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

KWIKCLICK, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

									Additional								Total
	Preferred Stock				Common Stock				Paid-in		Subscription			Accumulated			Stockholders' ~~Equity~~
	Shares		Amount		Shares		Amount		Capital		Receivable			Deficit			(Deficit)
Balance December 31, 2023		–	$	–		153,148,705	$	15,316	$	9,113,260	$	–		$	(10,402,530	)	$	(1,273,954	)
BALANCE, December 31, 2023		–	$	–		153,148,705	$	15,316	$	9,113,260	$	–		$	(10,402,530	)	$	(1,273,954	)
Stock appreciation rights issued for services		–		–		–		–		406,772		–			–			406,772
Net Loss		–		–		–		–		–		–			(736,376	)		(736,376	)
Net loss		–		–		–		–		–		–			(736,376	)		(736,376	)
Balance March 31, 2024		–	$	–		153,148,705	$	15,316	$	9,520,032	$	–		$	(11,138,906	)	$	(1,603,558	)
Balance December 31, 2022		–	$	–		149,442,605	$	14,945	$	7,430,721	$	(520,261	)	$	(6,499,451	)	$	425,954
Stock appreciation rights issued for services		–		–		–		–		1,086		–			–			1,086
Net loss		–		–		–		–		–		–			(338,939	)		(338,939	)
BALANCE, June 30, 2024		–	$	–		153,148,705	$	15,316	$	9,521,118	$	–		$	(11,477,845	)	$	(1,941,411	)
BALANCE, December 31, 2022		–	$	–		149,442,605	$	14,945	$	7,430,721	$	(520,261	)	$	(6,499,451	)	$	425,954
Capital Contribution		–		–		–		–		4,010		–			–			4,010
Issuance of common stock for services		–		–		600,000		60		59,940		–			–			60,000
Proceeds from subscription receivable		–		–		–		–		–		520,261			–			520,261
Net loss		–		–		–		–		–		–			(857,371	)		(857,371	)
Balance March 31, 2023		–	$	–		150,042,605	$	15,005	$	7,494,671	$	–		$	(7,356,822	)	$	152,854
Issuance of common stock for services		–		–		671,100		67		62,633		–			–			62,700
Stock based compensation		–		–		–		–		26,694		–			–			26,694
Net Loss		–		–		–		–		–		–			(793,470	)		(793,470	)
Balance June 30, 2023		–	$	–		150,713,705	$	15,072	$	7,583,998	$	–		$	(8,150,292	)	$	(551,222	)

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

KWIKCLICK, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three Months Ended
	For the Six Months Ended
	March 31,			March 31,
	June 30,			June 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(~~736~~1,~~376~~075,315	)	$	(~~857~~1,~~371~~650,841	)
Depreciation and amortization		2346,~~490~~981			1842,~~340~~174
Stock based compensation		~~406~~407,~~772~~858			60149,~~000~~395
Gain on liability settlement		(30,000	)		–
Loss on disposal of intellectual property		2,700			–
Changes in operating assets and liabilities:
Accounts receivable		2,~~460~~238			–
Operating leases		(~~304~~763	)		~~154~~158
Accrued interest - related party		46100,~~391~~923			–13,107
Accrued liabilities		(278,~~244~~858	)		(~~3,864~~765	)
Accounts payable		(~~103~~130,~~439~~039	)		~~149~~263,~~663~~348
Net cash used in operating activities		(418,250	)		(633,078	)
Net cash provided by (used in) operating activities - continuing operations		(684,275	)		(1,183,424	)
Net cash used in operating activities		(684,275	)		(1,183,424	)
Cash flows from investing activities:
Purchase of intellectual property		–			(~~248~~413,~~973~~591	)
Net cash used in investing activities		–			(~~248~~413,~~973~~591	)
Cash flows from financing activities:
Proceeds from related party loans		384,089			129,739
Proceeds from shareholders loans		651,272			779,739
Proceeds from common stock issuable		–			300,000
Proceeds from Subscription Receivable		–			520,261
Net cash provided by financing activities		~~384~~651,~~089~~272			~~950~~1,600,000
Net increase (decrease) in cash and cash equivalents		(3433,~~161~~003	)		672,~~949~~985
Cash and cash equivalents at beginning of period		64,186			30,583
Cash and cash equivalents at end of period	$	3031,~~025~~183		$	9833,~~532~~568
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–
Non-Cash Supplemental Disclosures
Capital contribution for settlement of stock issuable	$	–		$	4,010

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

KWIKCLICK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BUSINESS

KwikClick, Inc., (the “Company” or “Kwik”) was organized pursuant to the laws of the State of Delaware on November 16, 1993. Beginning in 2020, the Company commenced its Kwik business operations to allow sellers to make products or services available on the Kwik platform, at Kwik.com, offering a self-determined incentive budget on goods or services in exchange for exposure and substantially increased sales volume. Kwik is a social interaction, selling, and referral software platform.

Going Concern

Since the commencement of the Kwik platform, the Company has accumulated a deficit of $11,~~138~~477,~~906~~ 845 and working capital deficit of $3,~~040~~338,~~957~~012 as of ~~March~~June 3130, 2024. The Company will require additional funding to finance the growth of its future operations as well as to achieve its strategic objectives. This raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the ~~three~~six and nine-month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

Use of Estimates

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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Kwik LLC. Intercompany transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents

Cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased. The Company did not have any cash equivalents as of March 31, 2024 or December 31, 2023.

Cash and Cash Equivalents

Cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased. The Company did not have any cash equivalents as of June 30, 2024 or December 31, 2023.

Loss Per Share

The Company presents both basic and diluted earnings per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock or if-converted method as applicable. Due to the incurrence of net losses, the Company did not include outstanding instruments convertible into common stock that would be anti-dilutive.

Research and Development

Research and development costs primarily consist of internal and external engineering staff wages, coding, and related on-going activities associated with upgrading and enhancing the Company’s internally developed software platform. Research and development costs that do not meet the criteria for capitalization, including those costs determined to be probable to not result in additional functionality, are expensed as incurred. For the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023 the Company did not capitalize any research and development costs.

Revenue Recognition

The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles:

	·	Step 1: Identify the contract with the customer
	·	Step 2: Identify the performance obligations in the contract
	·	Step 3: Determine the transaction price
	·	Step 4: Allocate the transaction price to the performance obligations in the contract
	·	Step 5: Recognize revenue when the Company satisfies a performance obligation

Revenue is measured based on the amount of consideration that the Company expects to receive, reduced by estimates for return allowances, promotional discounts, and rebates. Revenue excludes any amounts collected on behalf of third parties, including product costs for goods not owned and indirect taxes.

The Company offers programs that provide sellers a software platform to sell their products. For some contracts the Company provides payment processing and order fulfillment facilitation. The Company is not the seller of record in these transactions.

The Company generally determines stand-alone revenue based on a percentage of the prices charged by the seller to deliver products sold. The commissions and any related fulfillment, shipping, and transaction processing fees the Company earns from these arrangements are recognized when the services are rendered, which generally occurs upon delivery of the related products to a third-party carrier or to the product purchaser. The Company does not incur material costs in obtaining third party seller contracts.

Applicable sales commissions paid in connection with contracts exceeding one year are capitalized and amortized over the contract term. During the three months ended March 31, 2024 and 2023, the Company did not incur material sales commissions.

Return Allowances

The fees earned by the Company are subject to returns under similar terms as set by the third-party services using the Company’s software platform. The Company does not assume responsibility for refund or replacement of product costs. Return allowances are estimated using historical experience. During the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, the Company did not incur material returns.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications are not material and had no effect on the previously reported financial position, results of operations, or cash flows.

NOTE 3. STOCKHOLDERS' EQUITY

During the ~~quarter~~three and six months ended ~~March~~June 3130, 2024, the Company ~~issued~~recognized ~~20,000~~stock-based ~~fully~~compensation ~~vested~~totaling ~~stock~~$1,086 ~~appreciation~~and ~~rights~~$407,858, ~~(“SARs”)~~respectively, toassociated with ~~purchase~~all ~~shares~~outstanding ofequity ~~common~~and ~~stock~~equity-linked ~~based~~instruments. onDuring the ~~fair~~three ~~market~~and ~~value~~six inmonths ~~excess~~ended ofJune 30, 2023, the ~~base~~Company ~~price~~recognized onstock-based compensation ~~the~~expenses ~~date~~totaling of$60,000 ~~exercise~~and ~~for~~$149,395, arespectively, ~~period~~associated ~~of seven~~with ~~years~~all outstanding equity and equity-linked instruments.

The Company estimated the fair value of the SARs on the grant date using a Black-Scholes options pricing model using the quoted market price on the grant date; exercise price of $0.44 per share; expected volatility of approximately 80%; the contractual term of seven years; and a risk-free interest rate of 3.0%.

During the three months ended March 31, 2024 and 2023, the Company recognized management and payroll expense totaling $406,772 and $60,000, respectively, associated with all outstanding equity and equity-linked instruments.

NOTE 4. RELATED PARTY LOANS

The Company’s related party loans consist of the following:

Schedule of Related Party Loans
	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Related party note payable with a nominal interest rate of 10% per annum due on demand	$	2,~~064~~331,~~494~~677	$	1,680,405
Accrued interest		~~120~~174,~~431~~963		74,040
Total related party note payable	$	2,~~184~~506,~~925~~640	$	1,754,445

During the three and six months ended ~~March~~June 3130, 2024, the Company recognized interest expense of $55,125 and $102,336, respectively. During the three and six months ended June 30, 2023, the Company recognized ~~interest~~ interest expense of $4712,~~211~~824 and $~~284~~13,108, respectively.

NOTE 5. COMMITMENTS AND CONTINGENCIES

On May 31, 2023, NAI Liquidation Trust, the successor in interest to the defunct NewAge, Inc. by and through its Liquidation Trustee, Steven Balasiano, filed an adversary proceeding against the Company in the Newage Chapter 11 bankruptcy case (Delaware Case #22-10819). The Company licensed some of its technology to NewAge pursuant to a license agreement that started in September 2021 and terminated in late 2022. A prior adversarial action was brought by NewAge in the same bankruptcy case but was never served and was dismissed on June 1, 2023. Like the prior dismissed action, NAI Liquidation Trust contends that they are the rightful owner of KwikClick’s intellectual property. NAI Liquidation Trust brings several causes of action related to that contention.

The Company believes that the code base and functionality of its software platform differs materially from any intellectual property owned by NewAge. The Company intends to vigorously defend and assert its intellectual property rights. In the event the Company does not prevail it may be required to impair substantially all of its intangible assets with a carrying value of approximately $1.4 million at March 31, 2024 and may be forced to discontinue its on-going fee-based sales platform. The litigation is in its early stages, an estimate of reasonably possible loss cannot be made at this time. As such, there has been no further adjustment to the accompanying consolidated statements of financial position, results of operations, or cash flows as of and for the three months ended March 31, 2024.9

The Company believes that the code base and functionality of its software platform differs materially from any intellectual property owned by NewAge. The Company intends to vigorously defend and assert its intellectual property rights. In the event the Company does not prevail it may be required to impair substantially all of its intangible assets with a carrying value of approximately $1.35 million at June 30, 2024 and may be forced to discontinue its on-going fee-based sales platform. The litigation is in its early stages, an estimate of reasonably possible loss cannot be made at this time. As such, there has been no further adjustment to the accompanying consolidated statements of financial position, results of operations, or cash flows as of and for the six months ended June 30, 2024.

NOTE 6. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the consolidated financial statements were issued and has determined that there are no material events that need to be disclosed, except as follows:

Subsequent to ~~March~~June 3130, 2024, Mr. Fred W. Cooper, Chairman and CEO, provided additional working capital advances totaling $79160,~~092~~000 to the Company. The balance of working ~~capital~~ capital advances through ~~May~~August 157, 2024 totaled $2,~~144~~491,~~396~~677. These advances bear interest of 10% per annum and are due on demand. Mr. Cooper ~~has~~ has informally agreed to defer repayment of these loans until the Company has achieved a more stable liquidity position, however, he is ~~not~~ not legally obligated to continue to do so.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

As used in this Form 10-Q, references to the “Company,” “KwikClick,” “KWIK,” “we,” “our” or “us” refer to KwikClick, Inc. and KwikClick, LLC, unless the context otherwise indicates.

This Management’s Discussion and Analysis (“MD&A”) section discusses our results of operations, liquidity and financial condition and certain factors that may affect our future results. You should read this MD&A in conjunction with our financial statements and accompanying notes included elsewhere in this report.

This Quarterly Report on Form 10-Q contains statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this quarterly report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company’s current plans, and the Company’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events occurring after the date hereof. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this quarterly report.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on April 15, 2024. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Certain information included herein contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity and financing sources. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include the “Risk Factors” included in our annual report on Form 10-K filed with the SEC on April 15, 2024, that can be read at www.sec.gov.

Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized, nor can there be any assurance that we have identified all possible issues which we might face. For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date hereof. We assume no responsibility to update any forward-looking statements as a result of new information, future events, or otherwise except as required by law.

Overview

The Company was organized pursuant to the laws of the State of Delaware on November 16, 1993. Beginning in 2020, the Company commenced its Kwik business operations to allow sellers to make products or services available on the Kwik platform, at Kwik.com, offering a self-determined incentive budget on goods or services in exchange for exposure and substantially increased sales volume. Kwik is a social interaction, selling, and referral software platform. Stores and manufacturers (“Brands”) wishing to promote their products or services on the Kwik software platform, which connects them to promoters, influencers, and customers. When the Brand is paid for the consumer purchases through the Kwik platform, the Brand pays an incentive budget to Kwik. Kwik receives the entire incentive budget as revenue for generating the sales through its platform, and recognizes cost of sales upon calculation and payment of the commissions paid to the wave of affiliates.

Comparison of operations for the ~~three~~Six ~~and Three~~ Months ended ~~March~~June 3130, 2024 toand ~~March~~June 3130, 2023

Revenues

During the three months ended June ~~March 31~~30, 2024 and 2023, we recognized net revenues of $3013,~~891~~146 and $8551,~~317~~478, respectively., ~~The~~representing a 74% decrease. ~~from~~During the six months ~~prior~~ended ~~comparable~~June ~~three~~30, ~~-month~~2024 ~~period~~and 2023, we recognized net revenues of ~~approximately~~$44,037 64and $136,795 respectively, representing a decrease of 68%. ~~was~~The ~~the~~year over year changes in revenue decreased as a result of ~~lower~~fewer ~~brand~~vendor ~~product~~and ~~sales~~influencer onpromotions ~~our~~during ~~platform~~2024. Management anticipates ~~that~~ ~~Brand Services~~ that revenues will increase as we continue to develop our KWIK services, add vendors, and add users. The Company is currently in negotiations with several new brands, influencers, and influencer agencies, some of which ~~have executed contracts, or who~~ anticipate joining the platform within the next three to six months.

Cost of Sales

Our costs of revenue, totaling $18,~~765~~144 and $40,523 respectively for the three months ended June 30,~~159~~ 2024 and 2023, and $9,909 and 70,682, respectively, for the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, primarily consists of marketing incentives and services for products that are sold on brands using the Kwik platform. The ~~Additionally,~~nature ~~costs~~ of ~~revenue~~the ~~decreased due~~sales topromotions in 2024 carried a ~~one-time~~lower ~~reversal~~cost of ~~estimated~~revenue ~~commissions~~compared atto ~~December~~the ~~31,~~same period in 2023. We expect the costs of revenue to fluctuate consistently with our sales volume and future product mix which is currently unpredictable based on the early stages of the KWIK platform.

Other Operating Expenses

During the ~~Three~~six ~~Months~~months ended ~~March~~June 3130, 2024 and 2023, we incurred total other operating expenses of $~~748~~1,~~291~~037,107 and ~~$912~~1,~~245~~703,846, respectively. The majority of the approximate $~~200~~700,000 decrease resulted from a decrease in ~~headcount~~marketing ~~and~~expenses, ~~corresponding~~declines ~~management~~in our research and ~~payroll~~development activities, ~~costs~~and professional services. During the three months ended June 30, ~~marketing expenses~~2024 and 2023, we incurred total operating expenses of $288,816 and ~~declines~~$791,601 respectively. The approximate decrease of $500,000 is comprised primarily of a reduction in ~~our~~management and payroll, with the remainder of the reductions coming in research and development, ~~activities~~and professional services. We do not expect to see substantial increases in our research and development activities until we are able to generate the necessary funding from operations and / or the receipt of additional capital investment.

In the event we are able to raise additional capital, we would anticipate our total operating expenses will trend upward as we add additional employees and consultants to work on the execution of our business plan, which includes activities such as design and coding of our website and app, vendor acquisition, cybersecurity, and user acquisition. We anticipate that much of this work will be done by outside consultants. In the coming 12 months, we anticipate increasing our promotional and marketing activities which will increase our operating expenses in our efforts to increase our product sales and user volumes.

Liquidity and capital resources

At ~~March~~June 3130, 2024, we had a working capital deficit of $3,~~040~~338,~~957~~012. Approximately 7174% of our liabilities as of ~~March~~June 3130, 2024 are due to our majority shareholder, Mr. Fred Cooper. Mr. Cooper has provided $2,~~064~~331,~~494~~677 (exclusive of accrued interest of $~~120~~174,~~431~~963) in working capital advances through ~~March~~June 3130, 2024 and an additional $79,092 through the date of this report. These advances are due on demand. Mr. Cooper has informally agreed to defer repayment of these loans until the Company has achieved a more stable liquidity position, however, he is not legally obligated to continue to do so.

While the Company continues to incur negative operational cash flows, it does not expect to pursue significant investing activities with the exception of the costs defend and maintain its patents.

We require additional capital to continue to operate our business, and to develop and expand our business. Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Critical Accounting Estimates

There has been no change in our critical accounting estimates from those disclosed in our annual report on Form 10-K filed with the SEC on April 15, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of our management, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of June ~~March 31~~30, 2024 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our management concluded that, as of ~~March~~June 3130, 2024, our internal control over financial reporting was not effective due to (i) insufficient segregation of duties in the finance and accounting functions due to limited personnel; and (ii) inadequate corporate governance policies. In the future, subject to working capital limitations, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of the Effectiveness of Internal Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On May 31, 2023, NAI Liquidation Trust, the successor in interest to the defunct NewAge, Inc. by and through its Liquidation Trustee, Steven, Balasiano filed an adversary proceeding against the Company in the Newage Chapter 11 bankruptcy case (Delaware Case #22-10819). The Company licensed some of its technology to NewAge pursuant to a license agreement that started in September 2021 and terminated in late 2022. A prior adversarial action was brought by NewAge in the same bankruptcy case but was never served and was dismissed on June 1, 2023. Like the prior dismissed action, NAI Liquidation Trust contends that they are the rightful owner of KwikClick’s intellectual property. NAI Liquidation Trust brings several causes of action related to that contention.

The Company believes that the code base and functionality of its software platform differs materially from any intellectual property owned by NewAge. The Company intends to vigorously defend and assert its intellectual property rights. In the event the Company does not prevail it may be required to impair substantially all of its intangible assets with a carrying value of approximately $1.535 million at ~~March~~June 3130, 2024 and may be forced to discontinue its on-going fee-based sales platform. The litigation is in its early stages, an estimate of reasonably ~~possible~~ possible loss cannot be made at this time. As such, there has been no further adjustment to the accompanying consolidated statements of ~~financial~~ financial position, results of operations, or cash flows as of and for the ~~Three~~six ~~Months~~months ended ~~March~~June 3130, 2024.

Item 1A. Risk Factors

The Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed on April 15, 2024, continue to represent the most significant risks to the Company’s future results of operations and financial condition.

Item 2. Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities not previously disclosed.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the quarter ended June ~~March 31~~30, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibit

Exhibit No.		Description

This Form 10-Q

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 executed by Fred Cooper
31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 executed by Jeffrey Yates
32.1		Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by Fred Cooper
32.2		Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by Jeffrey Yates

101.INS		XBRL Instance Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.SCH		XBRL Taxonomy Extension Schema

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

KwikClick, Inc. By: /s/ Fred Cooper Fred Cooper Chief Executive Officer Principal Executive Officer Date: May 15, 2024 By: /s/ Jeffrey Yates Jeffrey Yates Principal Financial Officer Date: May 15, 2024

KwikClick, Inc.

By:	/s/ Fred Cooper
	Fred Cooper
	Chief Executive Officer
	Principal Executive Officer
	Date: August 7, 2024

By:	/s/ Jeffrey Yates
	Jeffrey Yates
	Principal Financial Officer
	Date: August 7, 2024

Filing Compare · KwikClick, Inc.