Cyberfort Software, Inc. - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: September 30, 2019

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. 333-174894

388 Market Street, Suite 1300

San Francisco, CA 94111

(Address of principal executive offices)

(415) 295 4507

(Registrant’s telephone number, including area code)

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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 (Sec.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 x 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.

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 o No x

As of November 19, 2019, the registrant had 35,173,205 shares of common stock, par value $0.001 per share, outstanding.

Documents incorporate by reference: None.

TABLE OF CONTENTS

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

In this Report, unless otherwise noted or as the context otherwise requires: ”the Company,” “we,” “us,” “our,” and “Cyberfort” refers to Cyberfort Software, Inc.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Cyberfort Software, Inc.

Index to the Financial Statements (Unaudited)

September 30, 2019

Cyberfort Software, Inc.

Balance Sheets

(Unaudited)

See accompanying notes to the financial statements.

Cyberfort Software, Inc.

Statements of Operations

(Unaudited)

See accompanying notes to the financial statements.

Cyberfort Software, Inc.

Statement of Stockholders’ Equity (Deficit)

(Unaudited)

See accompanying notes to the financial statements.

Cyberfort Software, Inc.

Statements of Cash Flows

(Unaudited)

See accompanying notes to the financial statements.

Cyberfort Software, Inc

Notes to Financial Statements

(Unaudited)

NOTE 1 - ORGANIZATION

Cyberfort Software, Inc. (formerly known as Patriot Berry Farms, Inc.) (Cyberfort or “The “Company”) was incorporated in the State of Nevada on December 15, 2010 under the name of Gaia Remedies, Inc. On September 26, 2016, the board of directors and the majority shareholders of the Patriot Berry Farms, Inc. approved an amendment to the Articles of Incorporation of the Company to change its name from Patriot Berry Farms, Inc. to Cyberfort Software, Inc. Cyberfort is in the business of developing, marketing, and acquiring software security technology.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States 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. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

FAIR VALUE MEASUREMENT

Our financial instruments consist principally of accounts payable and accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

INCOME TAXES

The Company accounts for income taxes under FASB ASC 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

RESEARCH AND DEVELOPMENT COSTS

The Company expenses the cost of research and development as incurred. Research and development costs totaled approximately $0 and $0 for the three months ended September 30, 2019 and September 30, 2018, respectively.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

NET INCOME OR (LOSS) PER SHARE OF COMMON STOCK

The Company has adopted ASC 260 “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2019 and March 31, 2019, the Company has an accumulated deficit of $5,026,885 and $4,812,849. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations. In response to this and other potential problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the three months ended September 30, 2019 and September 30, 2018, the Company did not have any related party transactions.

NOTE 5 - NOTE PAYABLE

The Company assumed a non-interest bearing note payable to Mistrin of $150,000 with a maturity date of March 18, 2017 as a part of the acquisition of the Vivio App in September 2016. On June 19, 2018, $5,000 of the note was converted into 1,250,000 shares of the Company’s common stock. On July 31, 2018, $5,000 of the note was converted into 1,250,000 shares of the Company’s common stock. On October 11, 2018, $5,000 of the note was converted into 1,250,000 shares of the Company’s common stock. As of September 30, 2019 and March 31, 2019, the balance of the note is $135,000 and $135,000. The note is in default. The Company is negotiating with the note holder to amend the note’s terms.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

On October 4, 2017, the Company entered into an unsecured convertible loan agreement for $12,500 with an interest rate of 8% per annum and a maturity date of October 3, 2018. The Company issued 1,414,593 shares for a price of $0.0226 per share in July of 2019 to satisfy the past-due debt.

On November 10, 2017, the Company entered into an unsecured convertible loan agreement for $5,466 with an interest rate of 8% per annum and a maturity date of November 9, 2018. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On November 24, 2017, the Company entered into an unsecured convertible loan agreement for $1,700 with an interest of 8% per annum and a maturity date of November 23, 2018. The loan is convertible into the Company’s common stock at the market value on at the date of conversion. The loan was paid in full during the prior year.

On December 14, 2017, the Company entered into an unsecured convertible loan agreement for $13,300 with an interest rate of 8% per annum and a maturity date of December 13, 2018. The Company issued 1,414,593 shares for a price of $0.0226 per share in July of 2019 to satisfy the past-due debt.

On January 24, 2018, the Company entered into an unsecured convertible loan agreement for $3,000 with an interest rate of 8% per annum and a maturity date of January 23, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On February 13, 2018, the Company entered into an unsecured convertible loan agreement for $11,000 with an interest rate of 8% per annum and a maturity date of February 12, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On March 26, 2018, the Company entered into an unsecured convertible loan agreement for $2,200 with an interest rate of 8% per annum and a maturity date of March 25, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On March 31, 2018, the Company entered into an unsecured convertible loan agreement for $4,974 with an interest rate of 8% per annum and a maturity date of March 30, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On June 28, 2018, the Company entered into an unsecured convertible loan agreement for $18,540 with an interest rate of 8% per annum and a maturity date of June 27, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion. This note is in default.

On September 28, 2018, the Company entered into an unsecured convertible loan agreement for $15,890 with an interest rate of 8% per annum and a maturity date of September 27, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion.

On December 12, 2018, the Company entered into an unsecured convertible loan agreement for $1,000 with an interest rate of 8% per annum and a maturity date of December 11, 2019. The loan is convertible into the Company’s common stock at the market value on the date of conversion.

On June 30, 2019, the Company entered into an unsecured convertible loan agreement for $12,437 with an interest rate of 8% per annum and a maturity date of June 29, 2020. The loan is convertible into the Company’s common stock at the market value on the date of conversion.

Convertible note payable totaled $82,990 and $95,604 at September 30, 2019 and March 31, 2019, respectively.

NOTE 7 - STOCKHOLDERS’ EQUITY

On April 19, 2018, the Company underwent a reverse stock split at a ratio of 10,000 to 1 share, reducing the issued and outstanding shares from 86,123,796 to 8,612 shares issued and outstanding as of the date of the reverse split. All share amounts in these financial statements and footnotes reflect the reverse stock split.

On April 19, 2018, the Company issued 30,000,000 shares, post-split, to the Company’s President as repayment for accrued compensation and accrued stock payable.

On June 19, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

On July 31, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

On October 11, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

In July, 2019, the Company issued 1,414,593 shares of its common stock for conversion of a note payable.

Under the employment agreement with the CEO, the Company is required to grant shares of restricted stock after each anniversary date. At September 30, 2019 and March 31, 2019, the Company has accrued a stock payable for shares earned but not issued of $75,000 and $50,000, respectively. The number of shares will be determined based upon market value of the stock at the point in time of issuance.

NOTE 8 - COMMITMENTS

On September 28, 2016, the Company entered into four consulting agreements with consultants to act in the role of Technology Development Manager, Chief Technology Officer, Corporate Development Officer, and Advisory Director and to provide consulting services as part of the Purchase and Sale Agreement with Mistrin. The term of the agreements shall be one year and shall be a rolling contract until terminated or extended. The Company shall issue each consultant a total of 200,000 shares of common stock per annum to a total of 800,000 shares per annum. The consulting agreements can be terminated after 90 days by either party for any reason and the consultant is entitled to receive the entire consideration. The 800,000 shares due under these consulting agreements were issued during the year ended March 31, 2018 and the contracts have been cancelled.

The Company has a $54,000 commitment to provide developing and marketing costs related to the acquisition of the Vivio Application.

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.

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

This quarterly report on Form 10-Q and other reports filed by Cyberfort Systems, Inc. (the “Company”) from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Overview

Cyberfort Software, Inc. plans to pursue opportunities in the cybersecurity technology business sector. The Company plans to acquire potential technologies, positioning itself to deal with the various and increasing cyber threats through innovative protection technologies for mobile, personal and business tech devices, stretching across a number of the available platforms.

On September 20, 2016, the Company entered into an Assignment Agreement with Ferlin Corp. (“Ferlin”). Ferlin had acquired the rights, title, and interest for the Vivio application, including the Vivio Source Code Application (ie., 18,277 lines of iOS) (the “Application”) from a Purchase Agreement dated June 6, 2016 with Mistrin PTY, LTD (“Mistrin”).

In the Assignment Agreement, Ferlin assigned to the Company, all of Ferlin’s rights, title, and interest for the Application in exchange for common stock of the Company and the assumption of a $150,000 note payable to Mistrin.

As of the date of filing, the Company has not made all of the required note payments. The Company is in the process of amending the note payable with Mistrin, which will restructure the remaining payments and ensure all obligations are fulfilled.

On March 6, 2019, the Company and Just Content. (“Just Content”) entered into a Purchase Agreement pursuant to which the Company bought the rights, title, and interest in the Just Content application, (the “Application”) in exchange for common stock of the Company and a cash consideration of three thousand dollars, which was made within the agreed 7 business days following the signing of the agreement. The Company shall issue the seller (Krishna Kumar) two hundred and fifty thousand (250,000) restricted shares of the Company’s common stock (“Shares”), in twelve months after signing the agreement.

Additionally, the Company agreed to invest through the calendar year 2019, to further develop the Software Product and prepare it to be fully marketed to its designated industries and markets. Furthermore, Buyer agrees to provide reasonable capital to develop other software products in the same, similar or different industries, as needed and determined by Buyer and Seller.

Pursuant to the Assignment Agreement with Mistrin and the Purchase Agreement with Just Content, the Company will now focus its business in the development of the Applications and related technology.

Description of Business

Just Content

Just content is an iOS 11 app with support for over 250,000 blocking rules, is ones of the most secure content blocker available. The blocking rules are updated regularly, devices are protected from the latest malware attacks, phishing attempts, unsafe content, hate speech found on the web, as well as, blocking adult sites, gambling sites, distractions and social media by default. Just Content makes your devices completely safe to use in a home environment with children. At work, you are free to use your devices for collaboration and presentations without the embarrassment of the wrong ad popping up at the wrong time.

With the recently release Just Content Moblie Security app, comes the introduction of machine learning and artificial intelligence to provide solutions for customer problems, which include;

Vivio

Vivio is an iOS 10 app that allows users to experience the web the way it is supposed to be, faster and cleaner, but without compromising their online safety. Vivio not only removes ads from the websites you visit in Safari, Google Chrome Extension and Mozilla Firefox it also saves you data traffic and data traffic costs up to 50% and results in longer battery life.

The Vivio enterprise suite will include a range of privacy centric, data/bandwith optimizations and permission based controls for companies to ensure the safety of devices used by their employee’s to safeguard against advertising malware and usage options. Some of the features will feature current Vivio technology provided in the consumer version with enterprise made enhancements which will include:

Plan of Operation

The Company’s overall plan is to identify and acquire potential technologies, positioning itself to deal with the various and increasing cyber threats through innovative protection technologies for mobile, personal and business tech devices, stretching across a number of the available platforms. The Company plans to concentrate on completing the final development stage and marketing of the Vivio and Just Content Applications.

Results of Operations

For the Three Months Ended September 30, 2019 Compared to the Three Months Ended September 30, 2018

Revenues

During the three months ended September 30, 2019 and 2018, we generated no revenues.

Operating Expenses

We incurred operating expenses in the amount of $54,486 during the current quarter ended September 30, 2019 compared to $54,209 for the corresponding period ended September 30, 2018. The operating expenses remained relatively consistent with only a $277 increase in the current quarter.

Other (expenses) income

We incurred other expenses of $112,597 consisting of interest expense in the current quarter, compared to $1,579 in the corresponding period in 2018. The increase of $111,018 is related to additional interest expense incurred by the Company in relation to the issuance of stock for convertible debt.

Net Loss

We incurred a net loss of $167,083 during the three months ended September 30, 2019 compared to a net loss of $55,788 for the corresponding period in 2018. The increase of $111,295 in net loss is in relation to the additional interest expense incurred by the Company in relation to the issuance of stock for convertible debt.

For the Six Months Ended September 30, 2019 Compared to the Six Months Ended September 30, 2018

Revenues

During the six months ended September 30, 2019 and 2018, we generated no revenues.

Operating Expenses

We incurred operating expenses in the amount of $99,998 during the six months ended September 30, 2019 compared to $446,699 for the corresponding period ended September 30, 2018. The decrease in operating expenses of $346,701 is primarily due to the loss on conversion of accrued compensation.

Other (expenses) income

We incurred other expenses of $114,038 consisting of interest expense for the six months ended September 30, 2019, compared to $2,208 in the corresponding period in 2018. The increase of $111,830 is related to additional interest expense incurred by the Company in relation to the issuance of stock for convertible debt.

Net Loss

We incurred a net loss of $214,036 during the six months ended September 30, 2019 compared to a net loss of $448,907 for the corresponding period in 2018. The decrease in net loss of $234,871 is related to the loss on conversion of accrued compensation in the prior year.

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company had a net loss of $214,036 as of September 30, 2019, a working capital deficit of $787,695 and accumulated deficit of $5,026,885 at September 30, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

We are a technology driven company. We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of this business model is unproven. We may never achieve profitable operations or generate significant revenues. Our future operating results depend on many factors, including demand for our products, the level of competition, and the ability of our officers to manage our business and develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact the ability of the Company to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern. The growth and development of our business will require significant amounts of additional working capital. There is no certainty that the Company will be able to raise the amount of funds needed or at a price that it finds acceptable. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.

Net cash used in our operating activities during the six months ended September 30, 2019 was $13,352 as compared to $35,820 for the same period ended September 30, 2018 a decrease of $22,468 . This decrease is due to the reduced expenses incurred regarding the payment of accrued compensation due our sole officer, along with added, accounting, business development and marketing expenses.

The Company had no cash provided or used by investing activities during the six months ended September 30, 2019 and 2018 due to the lack of cash available for growth.

Net cash provided by financing activities during the six months ended September 30, 2019 was $13,187 as compared to $35,550 for the same period ended September 30, 2018. This decrease of $22,363 was primarily due to less proceeds from notes payable and common stock in the quarter ended September 30, 2019.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of September 30, 2019, including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our principal executive office is located at 388 Market Street, Suite 1300, San Francisco, CA 94111. Our telephone number is (415) 295-4507. This property is being rented on a month to month basis.

Item 3. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 19, 2018, the Company issued 30,000,000 shares, post-split, to the Company’s President as repayment for accrued compensation and accrued stock payable

On June 19, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

On July 31, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

On October 11, 2018, the Company issued 1,250,000 shares of its common stock for conversion of a note payable.

In July, 2019, the Company issued 1,414,593 shares of its common stock for conversion of a note payable.

Item 6. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item7. Other Information.

None.

Item 8. Exhibits.

(a) 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.