The accompanying notes are an integral part of these
financial statements.
See accompanying notes, which are an integral part
of these financial statements
The accompanying notes are an integral part of these
financial statements.
The accompanying notes are an integral part of these
financial statements.
NOTES TO THE FINANCIAL STATEMENTS
As of March 31, 2023
(Audited)
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
TREND INNOVATIONS HOLDING
INC. is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies utilizing artificial
intelligence (AI) as well as providing a host of Information Technology consulting services. The Company consider itself native expert
in the field of information technology based on artificial intelligence. Recently, the Company acquired Avant! AI™ and InstantFAME™,
two technologies operating in multi-billion-dollar industries.
Until said acquisitions,
the Company's "Thy News" application was one of the Company's key projects. Thy News is a worldwide application used for processing
news from multiple sources. Thy News was created for users who value their time but want to keep up with the latest in world news. The
app offers the user the opportunity to create their own news feeds solely from those sources that are of interest to them, as well as
creating additional news feeds segmented by topic
Effective May 24, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation with the Nevada Secretary of State which changed the Company’s name from Trend Innovations
Holding Inc to Avant Technologies Inc. Said name changed was not approved by FINRA as of the date of this report. Effective December 5,
2019, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State which changed the
Company’s name from FreeCook to Trend Innovations Holding Inc. On May 23, 2023, the Company filed an application with the Financial
Industry Regulation Authority (FINRA) in order to change the name and trading symbol of the Company. The Company is seeking to change
the name of the Company from Trend Innovations Holding Inc. to Avant Technologies Inc. to better reflect the current business of the Company.
Our virtual principal office address is located at c/o Eastbiz.com, Inc 5348
Vegas Drive, Las Vegas, NV 89108
Sale and Purchase of Ownership Interest Agreement
On June 28, 2019 Trend Innovations Holding Inc. (formerly
FreeCook) a Nevada corporation (“Buyer”, “Company”), entered into a Sale and Purchase of Ownership Interest Agreement
with ThyNews Tech LLC, a Wyoming corporation, (“Thynews Tech” or the “Seller”), wherein Trend Innovations Holding
Inc. (formerly FreeCook) purchased 100% of the ownership of Thynews Tech. Upon completion of the Agreement, Trend Innovations Holding
Inc. (formerly FreeCook) agreed to deliver to Thynews Tech’s owners a cumulative total of one hundred thousand (100,000) restricted
shares of Trend Innovations Holding Inc. treasury valued at One Dollar ($1.00) per share. The shares were to be delivered to Thynews Tech
within 60 days following the execution of the agreement. Additionally, Trend Innovations Holding Inc. provided to Thynews Tech’s
owners, as consideration, a Promissory Note in the amount of One Hundred Thousand United States Dollars ($100,000 US). Trend Innovations
Holding Inc. acquired 100% of the ownership of duly and validly issued, fully paid and non-assessable ownership interest of ThyNews Tech
LLC, including ThyNews Application. Prior to the transaction, Trend Innovations Holding Inc. had 5,014,080 shares of common stock issued
and outstanding. Upon the transaction, the additional 100,000 of Trend Innovations Holding Inc. common stock were issued and outstanding.
Upon the issuance of shares to Thynews, there were 5,014,080 shares of common stock issued and outstanding.
On March 30, 2020 Trend Innovations Holding Inc (formerly
FreeCook)., being represented by its President and Director, Natalija Tunevic, entered into Sale and Purchase of Ownership Interest Of
100% of Itnia Co. LLC, a Wyoming limited liability company which owns 100% of MB Lemalike Innovations, a Lithuanian IT consulting company
with Mikhail Bukshpan. Upon completion of the Agreement, Trend Innovations Holding Inc. agreed to deliver to Itnia Co. LLC’s owners
a cumulative total of one hundred fifty thousand (150,000) restricted shares of Trend Innovations Holding Inc. treasury valued at
One Dollar ($1.00) per share. The shares were to be delivered to Mr. Bukshpan within the mutually agreed upon time frame following the
execution of the agreement. Additionally, Trend Innovations Holding Inc. were to provide to Mr. Bukshpan, as consideration, a Promissory
Note in the amount of One Hundred and Fifty Thousand United States Dollars ($150,000 US).
31 | Page
MB Lemalike Innovations
MB ‘Lemalike Innovations’, formerly known
as MB ‘Repia’, was incorporated in Lithuania on October 9, 2017. The company was originally engaged in providing business
and other consulting services for the companies intending to seek for new markets outside Lithuania. Recently the company has also been
developing in the IT direction. In providing consultations, Lemalike Innovations helps enterprises in the Baltic countries looking for
export opportunities. Lemalike Innovations is currently working to enter the area of implementing and consulting on the matter of Artificial
Intelligence technologies.
On January 31, 2020, Mr. Mikhail Bukshpan became the
director of the entity. On March 10, 2020, he merged Lemalike Innovations into his limited liability company, Itnia Co. LLC. Upon that,
on March 30, 2020, Itnia Co. LLC merged into Trend Innovations Holding Inc. and became a part of the holding.
On January 9, 2023, the Company transferred to Mikhail
Bukshpan all rights, title and interest of one hundred percent (100%) of our wholly owned subsidiary, Itnia Co. LLC, which owns 100% of
MB Lemalike Innovations, a Lithuanian IT company, in exchange for return for cancellation of his 5,000,000 common shares of the Company.
The company’s registered office is located
at Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania, and its virtual US office is
located at c/o Eastbiz.com, Inc 5348 Vegas
Drive, Las Vegas, NV 89108.
Note 2 – GOING CONCERN
The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation
of the Company as a going concern. However, the Company had limited revenues and recurring losses as of March 31, 2023. The Company has
not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time.
Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the
Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position
itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are
no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going
concern.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of presentation
The accompanying financial statements have been prepared
in accordance with generally accepted accounting principles in the United States of America. The Company’s yearend is March 31.
Use of Estimates
The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Application Development Costs
The Company follows the provisions of ASC 985, Software,
which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased
or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established.
The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these
costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs. At the
end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization
when appropriate using straight-line method over the estimated useful life of the assets. We estimate that the useful life of equipment
is 5 years and website development is 1 year. Expenditures for maintenance and repairs are charged to expense as incurred. Additions,
major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the
related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.
32 | Page
Cash
and Cash Equivalents
The
Company considers
all highly liquid
investments
with original
maturities of
three months
or less to be cash
equivalents.
The Company had $107,472 of cash as of March 31, 2023.
Prepaid Expenses
Prepaid expenses are amounts paid to secure the use
of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually
consumed, they are charged to expense. Prepaid Expenses are recorded at fair market value.
The Company had $0 in prepaid expenses as of March
31, 2023 (March 31, 2022 – $126,162). Prepaid expenses consist of prepaid services.
Lease
The Company determines if an arrangement is a lease
at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and
operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities,
and other long-term liabilities in the consolidated balance sheets.
ROU assets represent the right to use an underlying
asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most
of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of
interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also
includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis
over the lease term.
Website Development Costs
The Company amortizes these costs using the straight-line
method over a period of one years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the
Company writes down any excess of the unamortized balance over the net realizable value.
Foreign Currency Translation
The Company considers the U.S. dollar to be its functional
currency as it is the currency of the primary economic environment in which the Company operates. All assets, liabilities, revenues and
expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date.
All exchange gains and losses are included in operations.
For the years ended March 31, 2023 and 2022, foreign
currency transaction gain (loss) was $(2,967) and $(11,561), respectively.
Income Taxes
Income taxes are computed using the asset and liability
method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between
the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation
allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company adopted Accounting Standards Codification
(“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature,
amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.
The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that
reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance
obligations are satisfied.
The Company has assessed the impact of the guidance
by performing the following five steps analysis:
Step 1: Identify the contract
Step 2: Identify the performance obligations
Step 3: Determine the transaction price
Step 4: Allocate the transaction price
Step 5: Recognize revenue
33 | Page
Revenue is measured at the fair value of the consideration
received or receivable, net of discounts and taxes applicable to the revenue.
Revenue from supplies of consulting services is recognized
when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of
ownership transfer to and accepted by the customer when the services are collected by the customer at the Company’s office. Revenue
is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and
historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history,
management estimates that there was no sales return for the period reported.
The Company derives its revenue from direct sales
to individuals and business companies. Generally, the Company recognizes revenue when services are sold and accepted by the customers
and there are no continuing obligations to the customer.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance
with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common
shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect
to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive. For the period from November 6, 2017 (inception) through March 31, 2023, there were no potentially dilutive
debt or equity instruments issued or outstanding.
Comprehensive Income (Loss)
Comprehensive income is defined as all changes in
stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes
net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on
investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the year ended March 31, 2023,
our net income (loss) was ($348,933) and comprehensive loss was ($351,900).
COVID-19 Risks, Impacts and Uncertainties
Our company may be subject to the risks arising from
COVID-19's impacts on the IT industry. Our management believes that these impacts, which include but are not limited to the following,
may have a negative effect on our financial position, results of operations, and cash flows: (i) prohibitions or limitations on in-person
activities associated with meetings; (ii) lack of consumer desire for incurring additional expenses during these times; and (iii) deteriorating
economic conditions, such as increased unemployment rates. In addition, we have considered the impacts and uncertainties of COVID-19 in
our use of estimates in preparation of our consolidated financial statements. These estimates include, but are not limited to, likelihood
of achieving performance conditions under performance-based equity awards, net realizable value of inventory, and the fair value of reporting
units and goodwill for impairment.
In Spring of 2020, a lot of governments around the
world issued lockdown orders prohibiting their respective citizens from working in the offices and arranging face-to-face meetings. There
also were instances of reducing number of hours available to each employee. These actions were taken in response to the economic impact
of COVID-19 on business areas resulted in a reduction of productivity for the year 2020. Due to the online nature of the company’s
operations, our regular course of business did not incur significant changes. However, the company’s clients and third parties had
to adjust their operations which resulted in a decreased number of agreements.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not
yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Note 4 – FIXED ASSETS
As of March 31, 2023, our fixed assets comprised of
$1,500 in equipment. Depreciation expense of equipment was $1,375 as of March 31, 2023.
Note 5 – INTANGIBLE ASSETS
As of March 31, 2023, the total amount of website
development was $8,361. Depreciation expense of website development was $8,361 as of March 31, 2023.
34 | Page
As of March 31, 2023, the unamortized balance of the
costs related to the purchase or internal development and production of software to be sold, leased, or otherwise marketed was $97,400,
which is deemed to be equal to the net realizable value, and is included within Application Development Costs in the balance sheet. Depreciation
expense of application development was $97,400 as of March 31, 2023.
In December 2019 and March 2020, the Company purchased
an RSS Database. As of March 31, 2023, the total amount of RSS Database was $149,000. Depreciation expense of RSS Database was $48,750
as of March 31, 2023.
Note 6 – RELATED PARTY TRANSACTIONS
During the period from November 6, 2017 (inception)
through March 31, 2023, our secretary, Natalija Tunevic, has loaned to the Company $114,327. This loan is unsecured, non-interest bearing
and due on demand.
The Company’s subsidiary Thynews Tech LLC received
$124,590 as advances from related parties as of March 31, 2023. The advances are interest-free and due on demand.
As of March 31, 2023, our former Treasurer, COO and
Director, Mikhail Bukshpan, has loaned to the Company $5,217. The advances are interest-free and due on demand.
As of March 31, 2023, the Company has an outstanding
debt to Mikhail Bukshpan. The amount of such debt is $99,000.
Note 7 – THIRD PARTY TRANSACTIONS
Since January 2021, Natalija Tunevic, assigned her
accrued loans that she provided the Company with to third parties for the total amount of $229,500 been assigned. A conversion clause
into common was added to the Notes. Other than one note for $60,000 that can be converted into common at conversion price shall be at
market share price on the day of conversion subject to a 40% discount, all remaining assigned notes can be converted into common Stock
at a fixed conversion price of $0.01 per share.
On March 27, 2023, the Company entered into a Securities
Purchase Agreement with 1800 Diagonal Lending LLC (“DL”) pursuant to which the Company issued to DL a Convertible Promissory
Note (the “DL Convertible Note”) in the aggregate principal amount of $125,100 for a purchase price of $104,250. The DL Convertible
Note has a maturity date of June 27, 2024 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible
Note at the rate of eight percent (8.0%) per annum from the date on which the DL Convertible Note is issued until the same becomes due
and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the DL
Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note.
The outstanding principal amount of the DL Convertible
Note may not be converted prior to the period beginning on the date that is 180 days following the date the DL Convertible Note is issued.
Following the 180th day, DL may convert the DL Convertible Note into shares of the Company’s common
stock at a conversion price equal to 85% of the lowest trading price during the 20-day period
preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined in the
DL Convertible Note), the DL Convertible Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction
of its obligations hereunder, additional amounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a
conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed
4.99% of the outstanding shares of the common stock of the Company.
The issuances of the DL Note and the DL Convertible
Note was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”),
pursuant to Section 4(a)(2) of the Act.
Note 8 – STOCKHOLDERS’ EQUITY
On March 6, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of
authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”) of
which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be blank check preferred stock, $0.001 par value
per share. The term "blank check" refers to preferred stock, the creation and issuance of which is authorized in advance by
the stockholders and the terms, rights and features of which are determined by the Board upon issuance. The authorization of such blank
check preferred stock would permit the Board to authorize and issue preferred stock from time to time in one or more series.
35 | Page
Preferred Stock
The Company has 20,000,000, $0.001 par value shares
of preferred stock authorized as of March 31, 2023.
There were 5,000,000 shares of preferred stock issued
and outstanding as of March 31, 2023. The issued preferred stock has a voting right of five to one, voting as 25,000,000 common shares.
Common Stock
The Company has 500,000,000, $0.001 par value shares
of common stock as of March 31, 2023.
The Board of Directors and Majority Stockholder resolved
on July 12, 2021 that 34,483 Common Shares shall be issued to Mr. Oleg Sapojnicov in exchange for Convertible Note in the amount of $60,000.
On August 16, 2022 the Company issued Mr. Bukshpan
915,000 common shares for cancelation of $91,500 debt. In addition, on August 16, 2022 the Company issued Mr. Bukshpan 5,000,000 common
shares in exchange for the Company’s debt.
In March 2023, the Company issued 6,272,728 common
shares for cancelation of $71,900 payroll debt.
There were 38,503,811 shares of common stock issued
and outstanding as of March 31, 2023.
Warrants
No warrants were issued or outstanding as of March
31, 2023.
Stock Options
The Company has never adopted a stock option plan
and has never issued any stock options.
Note 9 – COMMITMENTS AND CONTINGENCIES
The Company rents an office at 44A Gedimino avenue, Vilnius, 01110,
Lithuania, and operate in the USA via a virtual office located at 5348 Vegas Drive Las Vegas, NV 89108
Note 10 - CONCENTRATION RISK
The Company is potentially
subject to concentration risk in its sales revenue.
Major Customer
The Company had one major customer that accounted for approximately 31%
and $85,269 of sales for the year ended March 31, 2023. The Company had three major customers that accounted for approximately 69% and
$640,182 of sales for the year ended March 31, 2022.
Note 11 – INCOME TAXES
The Company adopted
the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC
740”). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits.
As of March 31, 2023, the Company had net operating loss carry forwards of approximately $847,920 that may be available to reduce future
years’ taxable income in varying amounts through 2039. Future tax benefits which may arise
as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur
and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The valuation allowance at March 31, 2023, was approximately
$178,063. The net change in valuation allowance during the year ended March 31, 2023, was $(73,935). In assessing the realizability
of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets
will not be realized.
36 | Page
The ultimate realization of deferred income tax assets
is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making
this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the
realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of March 31, 2023. All
tax years since inception remain open for examination by taxing authorities.
The provision for Federal income tax consists of the
following:
For the years ended March 31, 2023 and 2022, the provision for Federal
income tax consists of the following:
|
|
March 31, 2023 |
|
|
|
March 31, 2022 |
|
Non-current deferred tax assets: |
|
|
|
|
|
|
|
Net operating loss carry forward |
$ |
(847,920) |
|
|
$ |
(495,851) |
|
Total deferred tax assets |
|
(178,063) |
|
|
|
(104,128) |
|
Valuation allowance |
$ |
178,063 |
|
|
$ |
104,128 |
|
Net deferred tax assets |
$ |
- |
|
|
$ |
- |
|
The actual tax benefit at the expected rate of 21%
differs from the expected tax benefit for the years ended March 31, 2023 and 2022, as follows:
|
|
March 31, 2023 |
|
|
|
March 31, 2022 |
|
Computed “expected” tax expense (benefit) |
|
(847,920) |
|
|
|
(495,851) |
|
Change in valuation allowance |
$ |
(73,935) |
|
|
$ |
(37,966) |
|
Actual tax expense (benefit) |
|
- |
|
|
|
- |
|
The related deferred tax benefit on the above unutilized
tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated
tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.
Note 12 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”,
the Company has analyzed its operations subsequent to March 31, 2023, through the date these financial statements were issued, and has
determined that the followings represents material subsequent events to disclose in these financial statements:
Acquiring Avant! AI Assets
On April 3, 2023, the Company, entered
into an Asset Purchase Agreement (“APA”) along with GBT Tokenize Corp. (“Seller”), which Seller developed and
owns a proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model that is working based
on an innovative, unique concept which learns on its own and constantly enhances its information database with the advantage of unsupervised
learning capabilities (the “System”).
At closing, in consideration of acquiring
the System, the Company shall issue to the Seller 26,000,000 common shares of the Company (the “Shares”). The Shares will
be restricted per Rule 144 as promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and Seller agreed
to a lock-up period of nine (9) months following closing (the “Lock Up Term”). In the event the Company is unable to up-list
to Nasdaq either through a business combination or otherwise prior to the expiration of the Lock Up Term, the Seller may request within
three (3) business days of the expiration of the Lock-Up Term, that all transactions contemplated by the APA be unwound.
In addition, the Company and Seller
entered into a license agreement regarding the System, granting the Seller a perpetual, irrevocable, non-exclusive, non-transferable license
for using the System enabling everyday users to have the experience of trading nft/crypto and become famous according to their artwork
creations, without actually performing an actual trade while monetizing on their artwork creations.
37 | Page
Acquiring Instant Fame Assets
On April 3, 2023, the Company, entered into an
Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to which the Company agreed
to acquire a technology portfolio including certain source codes and pending patent applications which have applications in a variety
of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual
reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame Assets”).
At closing,
in consideration of the Instant Fame Assets, the Company shall issue to TD 5,000 convertible preferred shares of the Company with a stated
valued at $5,000 per share each (the “Preferred Shares Series A”). The Preferred Shares Series A may be converted at the option
of TD into the Company shares of common stock at a conversion price equal to a 5% discount to the weighted average closing price during
the five (5) days prior of such conversion, and will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will
have voting rights on an as converted and will be entitled to a payment equal to the stated value of the Preferred Shares Series A in
the event of the Company liquidation only. In the event the Company is unable to up-list to Nasdaq either through a business combination
or otherwise prior to the expiration of the Lock Up Term, TD may request within three (3) business days of the expiration of the
Lock-Up Term, that all transactions contemplated by the Treasure APA be unwound.
In addition, the Company and Elentina Group,
LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services
for a flat quarterly fee of $75,000 paid in shares of common stock (the “Eletina Common Stock”). The Elentina Common Stock
to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and October 1). The Eletina Common
Stock shall be fully earned upon issuance. The number of shares of Eletina Common Stock to be issued will be determined by dividing the
quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share.
The offer, sale and issuance of the
above securities was made to an accredited investor and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities
Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation
was employed in offering the securities. The offer and sales were made to an accredited investor and transfer of the common stock will
be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
As disclosed above, on April 3, 2023,
the Company, entered into an Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant
to which the Company acquired a technology portfolio including certain source codes and pending patent applications which have applications
in a variety of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well
as core virtual reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame
Assets”).
At closing, in consideration of the
Instant Fame Assets, the Company shall issue to TD 5,000 convertible preferred shares of the Company with a stated valued at $5,000 per
share each (the “Preferred Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into the
Company shares of common stock at a conversion price equal to a 5% discount to the weighted average closing price during the five (5)
days prior of such conversion, and will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have voting
rights on an as converted and will be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of
the Company liquidation only. In the event the Company is unable to up-list to Nasdaq either through a business combination or otherwise prior
to the expiration of the Lock Up Term, TD may request within three (3) business days of the expiration of the Lock-Up Term, that all transactions
contemplated by the Treasure APA be unwound.
In
connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares
of its Preferred Stock of Series A.
On April
18, 2023, Vladimir Hanin resigned from the positions of the Chied Financial Officer and Secretary.
On April 20, 2023, the Company and Kenneth
L. Waggoner entered into an Executive Compensation Agreement pursuant to which Mr. Waggoner was retained as Chief Executive Officer.
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In consideration for serving as
CEO, Mr. Waggoner will receive an annual base salary of $720,000 payable in shares of common stock of the Company (the “CEO Shares”),
which shall be increased to $1,440,000 upon the Company up-listing to a national exchange. The CEO Shares will be paid on a quarterly
basis at the beginning of each quarter, prorated for partial quarters. The number of CEO Shares will be issued on a quarterly basis and
shall be determined by dividing $180,000 (which is the quarterly pay for three months) by the Company’s 20-day VWAP. On
April 26, 2023, the parties enter into Amendment No. 1 to Executive Compensation Agreement adding to the consideration of Mr. Waggoner
for serving as CEO, that If Mr. Waggoner raises sufficient equity financing or other working capital, Mr. Waggoner shall be entitled to
an additional bonus to be determine by the Company’s Board of Directors which in any event will not be less than $200,000 payable
to the Executive within 30 days of such financing or infusion of capital.
Mr. Waggoner has 45 years of experience
in management, business, operations, and law. Mr. Waggoner started his career as an attorney in private practice. From 1986 to 2003, he
was senior partner with Brobeck, Phleger and Harrison. From 2003 to 2005, Mr. Waggoner served as the Vice President and General Counsel
of Chevron’s global downstream operations. Mr. Waggoner served as the Chief Executive Officer, President and General Counsel of
PharmaCyte Biotech, Inc. between 2013 and 2022. During that time, he was also the Chairman of the Board. Mr. Waggoner received his Juris
Doctorate with honors in 1973 from Loyola University School of Law in Los Angeles.
Natalija Tunevic resigned as CEO and Director
of the Company but will continue to serve as a Secretary of the Company. Mr. Racius was reassigned from the position of Chief Operating
Officer to the position of Chief Financial Officer.
On
June 27, 2023, Natalija Tunevic, the Company’s Secretary, accepted the resignation of Kenneth Waggoner, which was
submitted by Mr. Waggoner through a third party. Mr. Waggoner's resignation was due to a perceived disagreement over the company's
operations as dictated by the board of directors. Effectively immediately, Mr. Waggoner no longer represents the company or its
employees or consultants in any way. Ms. Tunevic will fill the vacancy as interim CEO until the board appoints a new one.
The above offers and sales of the CEO Shares
were made to Mr. Waggoner, an accredited investor, and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), with regards to the sales. No advertising or general solicitation was employed in
offerings the securities. The offer and sale were made to an accredited investor and transfer of the securities was restricted by the
Company in accordance with the requirements of the 1933 Act.
On April 27, 2023, the Company and Paul
Averill entered into an Employment Agreement pursuant to which Mr. Averill was retained as Chief Operating Officer (“COO”).
In consideration for serving as COO,
Mr. Averill will receive an annual base salary of $600,000 payable in shares of common stock of the Company (the “COO Shares”),
which shall be increased to $1,200,000 upon the Company up-listing to a national exchange. The COO Shares will be paid on a quarterly
basis at the beginning of each quarter, prorated for partial quarters. The number of COO Shares to be issued on a quarterly basis shall
be determined by dividing $150,000 (which is the quarterly pay for three months) by the Company’s 20-day VWAP. Mr. Averill shall
be paid a one-time $150,000 cash payment no later than thirty (30) days after the Company raises sufficient equity financing or other
working capital.
Mr. Averill is an accomplished technology
and operational entrepreneur who excels at developing and executing growth strategies for venture and private equity-backed companies.
He has extensive experience in building and managing high performance teams that tackle market challenges in creative and innovative ways.
From August 2022 to present, Mr. Averill served as the acting CEO of Wired4Tech, Inc., an information
technology services and software development company providing a range of technology services including application development, public/private
cloud development, outsourcing, performance testing and tuning. Parallel to Wired4Tech, Inc Mr. Averill is acting President
and COO of SOS Technologies, LLC, a crisis notification and response-time mitigation, threat surveillance and workplace safety platform.
From 2011 to 2022, Mr. Averill was the founder of Wired4Health Inc., a full-service healthcare technology services company focused on
data integration, any-to-any data transformation, technology risk assessment, due diligence, data-driven customer product implementations
and software development. Wired4Health has implemented data-driven applications for over 3,000+ healthcare organizations and maintains
in excess of 25,000 data feeds supporting 123 million unique patients.
The above offers and sales of the COO Shares
were made to Mr. Averill, an accredited investor, and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), with regards to the sales. No advertising or general solicitation was employed in
offerings the securities. The offer and sale were made to an accredited investors and transfer of the securities was restricted by the
Company in accordance with the requirements of the 1933 Act.
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On May 8, 2023, the Company and Percy
Kwong (“PK”) entered into a Technology Advisor Compensation Agreement pursuant to which PK agreed to provide certain technical
consulting services similar in nature to the services a Chief Technology Officer at a Nasdaq listed technology company of the same size
as the Company would provide.
In consideration for providing the services, PK will
receive a quarterly base compensation of $150,000 payable in shares of common stock of the Company (the “PK Shares”). The
PK Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of PK Shares to
be issued on a quarterly basis shall be determined by dividing $150,000 (which is the quarterly pay for three months) by 85% of the Company’s
VWAP prior to issuance, which shall at no point be less than $0.10 per share. once the Company’s Stock is listed on Nasdaq or any
other National Stock Exchange, retroactive to April 15, 2023, the Company shall pay the Advisor a quarterly fee of $250,000 during the
Term and any Additional Term.
Effective May 24, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation with the Nevada Secretary of State which changed the Company’s name from Trend Innovations
Holding Inc to Avant Technologies Inc. On May 23, 2023, the Company filed an application with the Financial Industry Regulation Authority
(FINRA) in order to change the name and trading symbol of the Company. The Company is seeking to change the name of the Company
from Trend Innovations Holding Inc. to Avant Technologies Inc. to better reflect the current business of the Company.
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