Item 1B. Unresolved Staff Comments
ITEM
1B.
UNRESOLVED
STAFF COMMENTS
None.
ITEM
2.
OPERATING
LEASES
Irvine Lease, California, USA (Headquarter)
Effective
October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. As per the
Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment
Term, also known as “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.”
The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month
before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”). The Company is
entitled to use the office and conference space if needed. The new rent payment or membership fee for the Irvine Office is $95 per month
compared to the previous rent payment or membership fee for the New York Office of $890 per month as the General and administrative expenses.
10
Limassol, Cyprus Lease, (Europe Office)
From February 2019 to July 2023, the Company leased office space in Limassol
District, Cyprus, from an unrelated party for a year. The office’s monthly rent payment is $1,750, which is included in the general
and administrative expenses. From July 2023 to the present, the Company leased a bigger office space in Limassol District, Cyprus, from
an unrelated party for a year. The office’s monthly rent payment is approximately $3,500, which is included in the general and administrative
expenses. From July 2023 to the present, the Company leased office space for its CEO. The office’s monthly rent payment is $3,500,
which is included in the general and administrative expenses. The down payment for the lease was approximately $6,300. The lease is for
one year and renewable two months before the term in June 2025.
Limassol,
Cyprus Lease, Europe (Ecastica)
From
October 2023 to January 2024, the Company leased office space in the Limassol District, Cyprus, for a specific purpose. This space was
intended for our subsidiary, Alchemytech Ltd, to be established in Cyprus in March 2024. The monthly rent payment for this office was
approximately $1,000, and the down payment for the lease was approximately $6,300. These expenses were included in the general and administrative
expenses.
Chelyabinsk,
Russia (Terminated)
From
February 2020, this agreement continues every year upon written request by the Company. The Company uses the office for sales and marketing
in Europe and Asia. From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, from an unrelated party for
an eleven (11) month term. The office’s rent payment is $500 per month, and the Company has included it in the General and administrative
expenses. From March 2020, this agreement continues a month-to-month basis until the Company, or the lessor chooses to terminate by
the agreement’s terms by giving thirty (30) days’ notice. The Company uses the office for software development and technical
support. Effective August 2022, the Company closed its offices in Russia and relocated its team to Turkey. In April 2023, we relocated
our personnel to Kazakhstan.
Right-of-Use
Assets and Lease Liabilities
The
Company has entered into operating lease agreements for its facilities and equipment. The right-of-use asset (ROU) is measured at the
present value of the lease payments over the lease term, adjusted for lease incentives, initial direct costs, and any lease payments
made at or before the commencement date. As of December 31, 2023, the ROU: $39,683. Lease liabilities are measured at the present value
of the remaining lease payments, discounted using the Company’s incremental borrowing rate (10.00%) at the lease commencement date.
The Operating Lease Liability was estimated to be $36,419 current and $3,264 noncurrent. The lease expense for the fiscal year ended
December 31, 2023, consists of an operating lease expense of $42,390.
The
Company determines the lease term as the non-cancelable period of the lease, together with periods covered by an option to extend the
lease if it is reasonably certain to be exercised and periods covered by an option to terminate the lease if it is reasonably certain
not to be exercised.
The
discount rate of 10.00% used to measure the lease liabilities was determined based on the Company’s incremental borrowing rate,
as the rate implicit in the lease is not readily determinable.
The
Company has included all rental expenses in the General and Administrative costs.
ITEM
3.
LEGAL
PROCEEDINGS
There
is no material pending legal or governmental proceedings other than ordinary routine litigation incidental to the business. The Company
or any of its subsidiaries is a party, or their property is the subject.
ITEM
4.
MINE
SAFETY DISCLOSURES.
Not
applicable.
11
PART
II
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