Tego Cyber, Inc. - Quarter Report: 2023 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2023

or

For the Transition Period from ____________ to . ____________

Commission File Number 000-56370

8565 South Eastern Avenue, Suite 150

Las Vegas, Nevada, 89123

(Address of Principal Executive Offices) (Zip Code)

(855) 939-0100

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐      No ☒.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒      No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 July 3, 2023, there were 46,443,282 shares of common stock issued and outstanding, par value $0.001 per share.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q.

TEGO CYBER INC.

FORM 10-Q

MARCH 31, 2023

INDEX

PART I – FINANCIAL INFORMATION

TEGO CYBER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS 

(Expressed in US Dollars)

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

TEGO CYBER INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Expressed in US Dollars)

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

TEGO CYBER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) 

(Unaudited)

(Expressed in US Dollars)

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

TEGO CYBER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Expressed in US Dollars)

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

TEGO CYBER INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in US Dollars)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Tego Cyber Inc. (the “Company”) was incorporated in the State of Nevada on September 6, 2019. It was created to capitalize on the emerging cyber threat intelligence market and has developed a state-of-the-art cyber threat intelligence application that enriches threat data to help enterprises identify cyber threats within their environments. Tego Guardian is a proactive intelligent cyberthreat hunting tool that gives enterprises the ability to quickly track threats throughout their networks, mapping out exposures and expediting remediation. Tego Guardian integrates with the widely used Splunk Security Information and Event Management (SIEM) platform. Tego Guardian is a Splunk approved app and available for download through Splunk’s marketplace. The Company plans on developing future versions of Tego Guardian for integration with other established SIEM systems and platforms including: Elastic, IBM QRadar, AT&T AlienVault, Exabeam, and Google Chronical.

The Company’s head office is at 8565 S. Eastern Ave. #150, Las Vegas, Nevada, 89123.

NOTE 2 – GOING CONCERN UNCERTAINTY

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of the business. The Company has incurred material losses from operations and has an accumulated deficit.  As at March 31, 2023, the Company had a negative working capital of $739,894. For the nine months ended March 31, 2023, the Company sustained net losses and generated negative cash flows from operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. These adjustments could be material and may cause substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to earn adequate revenues from operations and to obtain additional financing. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 2023, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended June 30, 2022.

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. As at March 31, 2023, substantially all of the Company’s cash was held by major financial institutions located in the United States, which management believes are of high credit quality. With respect to accounts receivable, the Company extended credit based on an evaluation of the customer’s financial condition. The Company generally did not require collateral for accounts receivable and maintained an allowance for doubtful accounts of accounts receivable if necessary.

Cash

Cash consists of cash held at major financial institutions and is subject to insignificant risk of changes in value.

Receivables and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at net realizable value and do not bear interest. No allowance for doubtful accounts was made during the nine-month period ended March 31, 2023 and the year ended June 30, 2022, based on management’s best estimate of the amount of probable credit losses in accounts receivable. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers’ accounts on a regular basis. The review process evaluates all account balances with amounts outstanding for more than 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of March 31, 2023 and June 30, 2022, there was no allowance for doubtful accounts and the Company does not have any off-balance-sheet credit exposure related to its customers.

Software

Software is stated at cost less accumulated amortization and is amortized using the straight-line method over the estimated useful life of the asset. The estimated useful life of the asset is 5 years. As at March 31, 2023, the software is deemed to be feasible and therefore, amortization had been recognized for the period then ended.

Leases

The Company determines if an arrangement is a lease at inception. Operating and financing right-of-use assets and lease liabilities are included on the balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future lease payments. Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and amortization of the right-of-use asset. The lease terms may include options to extend or terminate the lease is it is reasonably certain the Company will exercise that option. The Company leases its corporate office located at 8565 S. Eastern Ave. #150, Las Vegas, Nevada. The initial lease term is for 12 months commencing on September 8, 2019 after which the term is on a month-to-month basis. After the initial term, the Company may cancel the lease agreement at any time by providing 30 days written notice. The Company has elected the short-term lease practical expedient of 12 months and has not recorded a lease.

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Company’s financial instruments include cash, current receivables and payables. These financial instruments are measured at their respective fair values. The three levels are defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value.

For cash, accounts receivable, accounts payable and accrued liabilities and due to related parties, it is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.

Estimating fair value for warrants require determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate requires determining the most appropriate inputs to the valuation model including the expected life of the warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them.

Revenue Recognition

Revenue is recognized under ASC 606, “Revenue from Contracts with Customers” using the modified retrospective method. Under this method, the Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) identify the contract; 2) identify the performance obligations of the contract; 3) determine the transaction price of the contract; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue. The Company recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services.

The Company currently has not generated any revenue from its threat intelligence software.

Research and Development

Research and development costs are expensed as incurred. During the nine months ended March 31, 2023 and 2022, the Company did not have any research and development costs.

Advertising and Promotion

Advertising and promotion costs are expensed as incurred. During the nine months ended March 31, 2023 and 2022, the Company advertising and promotional costs of $304,416 and $120,690.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted earnings (loss) per share assume the conversion, exercise or issuance of all common stock instruments unless the effect is to reduce a loss or increase earnings (loss) per share.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company’s management is currently evaluating the impact this ASU will have on its financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 4 – PREPAID EXPENSES

Prepaid expense balance as of March 31, 2023 and June 30, 2022 consisted of the following:

NOTE 5 – SOFTWARE

The Company has completed the first version of its software for integration with the Splunk Security Information and Event Management (SIEM) platform. The Company is currently developing versions of its software for integration with AWS Security Lake and Elastic SIEM.

As at March 31, 2023, the first version of the software is deemed to be feasible and therefore, amortization had been recognized for the period then ended.

NOTE 6 – ACCOUNTS PAYABLE & ACCRUED LIABILITIES

Accounts payable & accrued liabilities balance as of March 31, 2023 and June 30, 2022 consisted of the following:

NOTE 7 – RELATED PARTY TRANSACTIONS

Related parties are natural persons or other entities that have the ability, directly, or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences.

During the nine-month period ended March 31, 2023, there were transactions incurred between the Company and Shannon Wilkinson, Director, CEO, President, Secretary and Treasurer of the Company for management fees of $Nil (March 31, 2022 - $66,500) and gross wages of $90,000 (March 31, 2022 - $34,909).

During the nine-month period ended March 31, 2023, there were transactions incurred between the Company and Earl Johnson, Chief Financial Officer of the Company for gross wages of $27,000 (March 31, 2022 - $Nil).

During the nine-month period ended March 31, 2023, there were transactions incurred between the Company and Chris White, Director and Chief Information Security Officer of the Company for management fees of $Nil (March 31, 2023 - $12,500) and gross wages of $20,000 (March 31, 2022 - $24,620).

During the nine-month period ended March 31, 2023, there were transactions incurred between the Company and Troy Wilkinson, Director of the Company for management fees of $57,000 (March 31, 2022 - $107,500).

NOTE 8 – NOTES PAYABLE (convertible only at default)

NOTE 9 – COMMON SHARES

Common Stock

As at March 31, 2023, the Company’s authorized capital consisted of 50,000,000 of common shares with a par value of $0.001

During the nine-month period ended March 31, 2023, the Company incurred the following transactions:

On July 12, 2022, the Company issued 350,000 common shares at a relative fair value of $0.22 per share for transaction costs associated with the issuance of a note payable.

On July 15, 2022, the Company issued 175,000 common shares at a relative fair value of $0.22 per share for transaction costs associated with the issuance of a note payable.

On July 18, 2022, the Company issued 175,000 common shares at a relative fair value of $0.22 per share for transaction costs associated with the issuance of a note payable.

On July 26, 2022, the Company issued 275,000 common shares at a price of $0.50 per share for marketing and branding services valued at $137,500.

On October 13, 2022, the Company issued 416,667 common shares at a relative fair value of $0.30 per share for transaction costs associated with the issuance of a note payable.

On October 13, 2022, the Company issued 208,333 common shares at a relative fair value of $0.30 per share for transaction costs associated with the issuance of a note payable.

On October 13, 2022, the Company issued 208,333 common shares at a relative fair value of $0.30 per share for transaction costs associated with the issuance of a note payable.

On November 29, 2022, the Company completed a private placement whereby a total of 100,000 common shares were sold for cash at a price of $0.10 per share for a total value of $10,000.

On December 2, 2022, the Company completed a private placement whereby a total of 400,000 common shares were sold for cash at a price of $0.10 per share for a total value of $40,000.

On January 6, 2023, the Company completed a private placement whereby a total of 100,000 common shares were sold for cash at a price of $0.10 per share for a total value of $10,000.

On January 9, 2023, the Company issued 500,000 shares with a fair value of $100,000 to a non-related party in exchange for services.

On January 9, 2023, the Company issued 45,000 shares with a fair value of $9,000 to a non-related party in exchange for settlement of a debt.

On January 11, 2023, the Company completed a private placement whereby a total of 300,000 common shares were sold for cash at a price of $0.10 per share for a total value of $30,000.

On January 15, 2023, the Company completed a private placement whereby a total of 600,000 common shares were sold for cash at a price of $0.10 per share for a total value of $60,000.

On January 16, 2023, the Company completed a private placement whereby a total of 150,000 common shares were sold for cash at a price of $0.10 per share for a total value of $15,000.

On January 17, 2023, the Company completed various private placements whereby a total of 70,000 common shares were sold for cash at a price of $0.10 per share for a total value of $7,000.

On January 21, 2023, the Company completed various private placements whereby a total of 1,130,000 common shares were issued for cash at a price of $0.10 per share for a total value of $113,000.

On January 23, 2023, the Company completed various private placements whereby a total of 630,000 common shares were sold for cash at a price of $0.10 per share for a total value of $63,000.

On January 24, 2023, the Company completed a private placement whereby a total of 1,000,000 common shares were sold for cash at a price of $0.10 per share for a total value of $100,000.

On January 25, 2023, the Company completed a private placement whereby a total of 100,000 common shares were sold for cash at a price of $0.10 per share for a total value of $10,000.

On January 28, 2023, the Company completed a private placement whereby a total of 150,000 common shares were sold for cash at a price of $0.10 per share for a total value of $15,000.

On January 30, 2023, the Company completed various private placements whereby a total of 650,000 common shares were sold for cash at a price of $0.10 per share for a total value of $65,000.

On February 6, 2023, the Company issued 1,000,000 shares with a fair value of $200,000 to a non-related party in exchange for services.

On February 6, 2023, the Company completed various private placements whereby a total of 225,000 common shares were sold for cash at a price of $0.10 per share for a total value of $22,500.

On February 7, 2023, the Company completed various private placements whereby a total of 215,000 common shares were sold for cash at a price of $0.10 per share for a total value of $21,500.

On February 14, 2023, the Company completed various private placements whereby a total of 1,350,000 common shares were sold for cash at a price of $0.10 per share for a total value of $135,000.

On February 15, 2023, the Company completed a private placement whereby a total of 250,000 common shares were sold for cash at a price of $0.10 per share for a total value of $25,000.

On July 13, 2022, the Company entered into a securities purchase agreement with a non-related party in which the Company had issued a convertible debt in the principal amount of $300,000 at $270,000 with $30,000 original issue discount. In this agreement, the Company had issued 150,000 common shares and issued 500,000 warrants exercisable at $0.25 per share, expiring on July 12, 2027. However, the Company and the non-related party have agreed and confirmed that certain Events of Default have occurred, including the Company’s failures to comply with its obligations and covenants with respect to: (i) failures to file registration statements and (ii) failures to comply with its obligations regarding the Subsequent Financings and the Purchaser’s rights thereto. As a result, on March 12, 2023, the Company and the non-related party have entered into a letter agreement in which the Company agreed to issue to the non-related party 2,233,333 restricted shares of the Company’s common stock at a price per share of $0.10 immediately upon the execution of the letter agreement as well as an additional 2,500,000 warrant shares exercisable at $0.25 per share. All other terms and conditions are to remain from the original agreement.

On January 9, 2023, the Company issued 2,000,000 shares with a fair value of $1,500,000 to a non-related party in exchange for services.

On March 24, 2023, the Company completed a private placement whereby a total of 750,000 common shares were sold for cash at a price of $0.10 per share for a total value of $75,000. The common shares have yet to be issued.

During the nine-month period ended March 31, 2022, the Company incurred the following transactions:

During the period July 1, 2021 to October 28, 2021, the Company completed various private placements whereby a total of 5,558,810 common shares were issued for a total proceeds of $1,425,202.

On October 15, 2021, the Company issued 125,000 common shares at a price of $0.80 per share for marketing services valued at $100,000.

On October 28, 2021, the Company issued 28,572 common shares at a price of $0.70 per share for legal services valued at $20,000.

On December 8, 2021, the Company issued 50,000 common shares at a price of $0.71 per share for consulting services valued at $35,250.

On December 31, 2021, the Company issued 937,151 common shares for the conversion of debt at a conversion price of $0.10 per share for a total value of $93,715.

On January 1. 2022, the Company issued 100,000 common shares at a price of $0.65 per share for prepaid consulting services valued at $65,000. During the nine months ended March 31, 2022, $15,893 was amortized and recorded as consulting expense.

On March 25, 2022, the Company issued 12,000 common shares at a price of $0.60 per share for services valued at $7,200.

Warrants

On March 25, 2021, the Company granted 1,100,000 warrants with a contractual life of two years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction. The warrants were valued at $148,438 using the Black Scholes Option Pricing Model. These warrants expired during the three months ended March 31, 2023.

On April 22, 2021, the Company granted 506,838 warrants with a contractual life of two years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction. The warrants were valued at $399,087 using the Black Scholes Option Pricing Model.

On April 28, 2021, the Company granted 307,408 warrants with a contractual life of two years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction. The warrants were valued at $196,399 using the Black Scholes Option Pricing Model.

On July 12, 2022, the Company granted 500,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $215,638 using the Black Scholes Option Pricing Model and they were recorded at $93,740 in additional paid-in capital using the relative fair value method.

On July 15, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $107,848 using the Black Scholes Option Pricing Model and they were recorded at $46,878 in additional paid-in capital using the relative fair value method.

On July 18, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $107,831 using the Black Scholes Option Pricing Model and they were recorded at $46,871 in additional paid-in capital using the relative fair value method.

On October 13, 2022, the Company granted 500,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $188,950 using the Black Scholes Option Pricing Model and they were recorded at $61,142 in additional paid-in capital using the relative fair value method.

On October 13, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $94,475 using the Black Scholes Option Pricing Model and they were recorded at $30,571 in additional paid-in capital using the relative fair value method.

On October 13, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $94,475 using the Black Scholes Option Pricing Model and they were recorded at $30,571 in additional paid-in capital using the relative fair value method.

On October 13, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $94,475 using the Black Scholes Option Pricing Model and they were recorded at $30,571 in additional paid-in capital using the relative fair value method.

On March 12, 2023, the Company granted 2,500,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a default settlement related to a note payable financing transaction (Note 9). The warrants were valued at $1,827,471 using the Black Scholes Option Pricing Model.

The Black Scholes Option Pricing Model assumptions used in the valuation of the warrants are outlined below. The stock price was based on recent issuances. Expected life was based on the expiry date of the warrants as the Company did not have historical exercise data of such warrants.

Continuity of the Company’s common stock purchase warrants issued and outstanding is as follows:

As at March 31, 2023, the weighted average remaining contractual life of warrants outstanding was 3.31 years with a total intrinsic value of $1,603,562.

Stock Options

On December 8, 2021, the Board of Directors of the Company approved the adoption of the 2021 Equity Compensation Plan (the “Equity Compensation Plan”) to provide employees, certain consultants and advisors who perform services for the Company, and non-employee members of the Board of Directors of the Company with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units and other stock-based awards.

During the year ended June 30, 2022, we issued a total of 6,000,000 non-qualified stock options (the “options”) to directors, officers and certain key consultants. These options are subject to the terms and conditions of the Equity Compensation Plan. All granted options are subject to a five-year vesting schedule equal to 20% per year starting on the 1^st day of each year following the effective date. All options have an exercise price of $0.65 which was the closing price of our common stock on the day the day grant. 

The following is a continuity schedule for the Company’s outstanding non-qualified stock options:

As at March 31, 2023, the Company had the following stock options outstanding:

During the nine-month period ended March 31, 2023, the Company recorded $930,512 as share-based compensation relating to the issuance of the non-qualified stock options.

The fair value of the options granted during the nine-month period ended March 31, 2023 was estimated on the date of the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

Performance Stock Units

On December 8, 2021, the Board of Directors of the Company approved the adoption of the 2021 Equity Compensation Plan (the “Equity Compensation Plan”) to provide employees, certain consultants and advisors who perform services for the Company, and non-employee members of the Board of Directors of the Company with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units and other stock-based awards.

During the year ended June 30, 2022, we issued a total of 4,000,000 performance stock units (“performance units”) to directors, officers and certain key consultants. These performance units are subject to the terms and conditions of the Equity Compensation Plan. The performance units will be earned and vest upon reaching certain market capitalization goals during the performance period ending on December 31, 2026. The following table sets forth the number of performance stock units, their vesting conditions and expiry dates.

Each unit represents one common share:

The following is a continuity schedule for the Company’s outstanding performance stock units:

As at March 31, 2023, the Company had the following performance units outstanding:

During the nine-month period ended March 31, 2023, the Company recorded $643,469 as share-based compensation relating to the issuance of the performance units.

The fair value of the performance units granted during the nine months ended March 31, 2023 was estimated on the date of the grant date using N(d2) output from a Black-Sholes model to calculate the value of the award multiplying N(d2) by the current stock price as of the valuation date with the following weighted average assumptions:

NOTE 10 – INCOME TAXES

As of March 31, 2023, the Company was in a loss position; therefore, no deferred tax liability was recognized related to the undistributed earnings subject to withholding tax.

Net operating loss carry forward of the Company, amounted to $3,406,686 (June 30, 2022 - $2,909,935) for the nine-month period ended March 31, 2023. The net operating loss carry forwards are available to be utilized against future taxable income for years through calendar year 2042. In assessing the reliability of deferred income 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. The ultimate realization of deferred 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 projected future taxable income, and tax planning strategies in making this assessment.

NOTE 11 – RECLASSIFICATION OF PRIOR YEAR PRESENTATION

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications are limited to the Statement of Operations and have no effect on the reported results of operations.

NOTE 12 – SUBSEQUENT EVENTS

On April 6, 2023, the Company issued 100,000 common shares to the former CISO of the Company as part of a settlement agreement and release.

On April 10, 2023, the Company issued 100,000 common shares to a former consultant of the Company as part of a settlement agreement and release.

On April 16, 2023, the Company completed various private placements whereby a total of 1,350,000 common shares were sold for cash at a price of $0.10 per share for a total value of $135,000.

On April 17, 2023, the Company completed various private placements whereby a total of 300,000 common shares were sold for cash at a price of $0.10 per share for a total value of $30,000.

On April 18, 2023, the Company completed various private placements whereby a total of 230,000 common shares were sold for cash at a price of $0.10 per share for a total value of $23,000.

On April 22, 2023, the Company completed a private placement whereby a total of 50,000 common shares were sold for cash at a price of $0.10 per share for a total value of $5,000.

On April 23, 2023, the Company completed a private placement whereby a total of 40,000 common shares were sold for cash at a price of $0.10 per share for a total value of $4,000.

On April 24, 2023, the Company completed a private placement whereby a total of 30,000 common shares were sold for cash at a price of $0.10 per share for a total value of $3,000.

On April 27, 2023, the Company completed various private placements whereby a total of 130,000 common shares were sold for cash at a price of $0.10 per share for a total value of $13,000.

On May 8, 2023, the Company completed various private placements whereby a total of 1,600,000 common shares were sold for cash at a price of $0.10 per share for a total value of $160,000.

On May 24, 2023, the Company completed a private placement whereby a total of 170,000 common shares were sold for cash at a price of $0.10 per share for a total value of $17,000.

On May 25, 2023, the Company issued 900,000 to certain directors, officers and key consultants under the Company's 2021 Equity Compensation Plan.

Increase in Authorized Stock

On April 12, 2023, the Board of Directors of the Company approved an amendment to Articles of Incorporation (the “Articles”) to increase the Company’s authorized Common Stock from 50,000,000 to 100,000,000 (the “Share Increase Amendment”). Subsequently, on April 14, 2023, the Company received a written consent in lieu of a meeting of Stockholders from the Majority Stockholders approving the Action, holding approximately 50.55% of the outstanding voting stock.

The Share Increase Amendment was filed May 19, 2023 having an effective date of May 22, 2023, pursuant to which the Company’s authorized capital was increased 50,000,000 to 100,000,000 shares of Common Stock, par value $0.001. 

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended June 30, 2022 and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Company's Annual Report on Form 10-K for the year ended June 30, 2022, filed with the Securities and Exchange Commission (the "SEC") on November 14, 2022.

Forward-Looking Statements

The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the securities Exchange Act of 1934, as amended, (the "Exchange Act"), which are subject to the "safe harbor" created by those sections. The words "anticipated," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "should," "could," "predicts," "potential," "continue," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this quarterly report on Form 10-Q. You should carefully consider these risks and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Overview

We were incorporated in the State of Nevada on September 6, 2019. We have developed a cyber threat intelligence application that integrates with top end security platforms to gather, analyze, then proactively identify threats to an enterprise network. The Tego Guardian app takes in vetted and curated threat data and through a proprietary process compiles, analyzes, and delivers that data to an enterprise network in a format that is timely, informative and relevant. The first version of the Tego Guardian app integrates with the Splunk SIEM (Security Information and Event Management) platform. Splunk is a recognized industry leader in data analytics and has an established user base of over 22,000 enterprise clients including 90 of the Fortune 100 companies. The Tego Guardian app will be marketed as a value-add enhancement to an existing Splunk SIEM environment. Tego Guardian adds value by providing data enrichment: a detailed ‘who, what, when and where’ of any potential cyberthreat within an enterprise network environment. Other similar applications identify that something is ‘bad’ but do not provide any additional context, so it is up to the enterprise’s cybersecurity team to analyze the threat data to establish which threats need to be acted upon. It is then up to the enterprise’s cybersecurity team to analyze the threat data to establish which threats need to be acted upon. Tego Guardian automates this process thereby saving the enterprise time and money. The Tego Guardian app is now available to Splunk SIEM platform users via direct download through Splunk’s app store: Splunkbase. Tego Cyber plans to develop future versions of the Tego Guardian app for integration with other leading SIEM platforms including Elastic, Devo, IBM QRadar, AT&T Cybersecurity, Exabeam and Google Chronical. The goal is to have a version of the Tego Guardian available for integration with these SIEM platforms within the next two years. For more information, please visit www.tegocyber.com.

Results of operations for the three months ended March 31, 2023 compared to the three months ended March 31, 2022

Revenues

During the three months ended March 31, 2023, we completed the first version of our threat intelligence application but had not yet realized any revenue from it as we were in the process of commercializing it and securing paying users. For the three months ended March 31, 2022, the only revenue generated was subscription services revenue of $2,500.

Operating Expenses

We incurred total operating expenses of $2,627,102 for the three-months ended March 31, 2023 compared to $934,716 for the three months ended March 31, 2022. These amounts consisted of the following:

General & administration increased by $1,389,677 to $2,178,6100 for the three-months ended March 31, 2023 as compared to $788,933 for the three-months ended March 31, 2022. This increase was due to common shares issued for services values at $1,800,000 and share-based compensation of $331,0510.

Net Operating Loss

We incurred a net operating loss of $2,627,102 for the three-months ended March 31, 2023 compared to a net operating loss of $932,216 for the three-months ended March 31, 2022.

Net Loss

We incurred a net loss of $4,854,357 for the three-months ended March 31, 2023 compared to a net loss of $932,216 for the three months ended March 31, 2022.

Results of operations for the nine-months ended March 31, 2023 compared to the nine-months ended March 31, 2022

Revenues

During the nine-months ended March 31, 2023, we completed the first version of our threat intelligence application but had not yet realized any revenue from it as we were in the process of commercializing and monetizing the application to secure paying end users. For the nine-months ended March 31, 2022, the only revenue generated was consulting services revenue of $1,050 and subscription services of $2,500.

Operating Expenses

We incurred total operating expenses of $4,701,310 for the nine-months ended March 31, 2023, compared to $1,905,866 for the nine months-ended March 31, 2022. These amounts consisted of the following:

General & administration increased by $2,487,789 to $3,863,450 for the nine-months ended March 31, 2023, as compared to $1,375,661 for the nine-months ended March 31, 2022. This increase was mostly due to common shares issued for services valued at $1,937,500 and  share-based compensation expense of $1,536,980 relating to the issuance of non-qualified stock options and performance stock units. 

Net Operating Loss

We incurred a net operating loss of $4,701,310 for the nine-months ended March 31, 2023 compared to a net loss of $1,902,316 for the nine-months ended March 31, 2022.

Net Loss

We incurred a net loss of $7,499,635 for the nine-months ended March 31, 2023 compared to a net loss of $1,968,488 for the nine-months ended March 31, 2022.

Liquidity and Capital Resources

As at March 31, 2023, we have a working capital deficit of $739,894 a net loss of $7,499,635 and have earned $Nil revenue to cover our operating costs. We have $156,373 cash on hand and our burn rate is approximately $150,000 per month. We intend to fund future operations through equity financing arrangements. Our ability to realize our business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through debt, public or private placement offerings. These factors, among others, raise substantial doubt about our 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.

Cash Flow from Operating Activities

For the nine-months ended March 31, 2023, the cash flows used in our operating activities was $1,189,218 compared to $1,237,266 for the nine-months ended March 31, 2022. This amount was primarily related to a net loss of $7,499,635, financing fees in settlement of default of $2,050,804 and share based compensation expense of $1,536,980.

Cash Flow from Investing Activities

For the nine-months ended March 31, 2023, the net cash used in investing activities by the Company was $244,151 compared to $248,151 for the nine-months ended March 31, 2022. The amount was related to the capitalization of software development costs.

Cash Flow from Financing Activities

For the nine-months ended March 31, 2023, the net cash provided by financing activities by the Company was $1,542,000 compared to $1,425,202 for the nine-months ended March 31, 2022. The cash provided by financing activities is related to the proceeds received from the issuance of notes payable debt and sales of our common stock.

Contractual Obligations

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.

Future Financings 

We will continue to rely on equity sales of our common shares and debt proceeds in order to continue to fund our business operations. Issuance of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Expected Purchase or Sale of Significant Equipment

We do not anticipate the purchase or sale of any significant equipment, as such items are not required by us at this time or in the next twelve months.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to US GAAP and have been consistently applied in the preparation of the financial statements.

Basis of Preparation

The accompanying financial statements have been prepared to present the balance sheets, the statements of operations, statements of changes in shareholders’ equity and cash flows of the Company for the three and nine months ended March 31, 2023, and the three and nine months ended March 31, 2022 and have been prepared in accordance with US GAAP.

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. During the fiscal periods ended March 31, 2023 and June 30, 2022, substantially all of the Company’s cash was held by major financial institutions located in the United States, which management believes are of high credit quality. With respect to accounts receivable, the Company extended credit based on an evaluation of the customer’s financial condition. The Company generally did not require collateral for accounts receivable and maintained an allowance for doubtful accounts of accounts receivable if necessary.

Cash

Cash consists of cash held at major financial institutions and is subject to insignificant risk of changes in value.

Receivables and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at net realizable value and do not bear interest. No allowance for doubtful accounts was made during the nine-month period ended March 31, 2023, based on management’s best estimate of the amount of probable credit losses in accounts receivable. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers’ accounts on a regular basis. The review process evaluates all account balances with amounts outstanding for more than 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of March 31, 2023, there was no allowance for doubtful accounts and the Company does not have any off-balance-sheet credit exposure related to its customers.

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Company’s financial instruments include cash, current receivables and payables. These financial instruments are measured at their respective fair values. The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

For cash, accounts receivables, subscription receivables, and accounts payable and accrued liabilities, it is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.

Management believes it is not practical to estimate the fair value of related party receivables and payables because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.

Revenue Recognition

Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), was adopted by the Company as of September 6, 2019. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As revenues are and have been primarily from consulting and management services, and the Company has no significant post-delivery obligations, this new standard did not result in a material recognition of revenue on the Company’s accompanying financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.

The Company has no revenue in this period, however, when the Company has revenue from providing consulting and management services under Topic 606 will be recognized in a manner that reasonably reflects the delivery of services to customers in return for expected consideration and includes the following elements:  

These five elements as applied to the Company’s consulting and management services results in revenue recorded as services are provided.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.

Earnings per Share

Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments unless the effect is to reduce a loss or increase earnings per share. .

Recently Issued Accounting Pronouncements

In June 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 simplifies the accounting for nonemployee share-based payments, aligning it more closely with the accounting for employee awards. 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) did not or are not expected to have a material impact on the Company's present or future financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive and principal financial officers concluded as of March 31, 2023, that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal controls over financial reporting discussed immediately below.

Identified Material Weakness

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

Management identified the following material weakness during its assessment of internal controls over financial reporting, which are primarily due to the size of the Company and available resources:

Personnel:  We do not employ a full time Chief Financial Officer. Shannon Wilkinson serves as President and Chief Executive Officer. On April 26, 2022, we appointed Dr. Earl Johnson as Chief Financial Officer. He initially will be employed on a part-time basis until our operations warrant a full time CFO. We utilize a consultant to assist with our financial reporting. There are limited personnel to assist with the accounting and financial reporting function, which results in: (i) a lack of segregation of duties and (ii) controls that may not be adequately designed or operating effectively. Despite the existence of material weaknesses, the Company believes the financial information presented herein is materially correct and fairly presents the financial position and operating results of the nine months ended March 31, 2023, in accordance with GAAP. The Company intends to seek qualified accounting staff to expand its internal accounting and reporting functions.

Audit Committee: We do not yet have an audit committee, and we lack a financial expert. During 2022-2023, the Board expects to appoint an Audit Committee and to identify a committee Chairman who is an “audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”) and as adopted under the Sarbanes-Oxley Act of 2002.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework. Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2023.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well designed and operated can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting subsequent to the nine month period ended March 31, 2023, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are not required by current SEC rules to include an auditor's attestation report. Our registered public accounting firm has not attested to Management's reports on our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although we cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. 

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 2. Unregistered Sales of Equity Securities and Use of Proceeds. 

On January 6, 2023, the Company completed a private placement whereby a total of 100,000 common shares were sold for cash at a price of $0.10 per share for a total value of $10,000.

On January 9, 2023, the Company issued 2,000,000 shares with a fair value of $1,500,000 to a non-related party in exchange for services.

On January 9, 2023, the Company issued 500,000 shares with a fair value of $100,000 to a non-related party in exchange for services.

On January 9, 2023, the Company issued 45,000 shares with a fair value of $9,000 to a non-related party in exchange for settlement of a debt.

On January 11, 2023, the Company completed a private placement whereby a total of 300,000 common shares were sold for cash at a price of $0.10 per share for a total value of $30,000.

On January 15, 2023, the Company completed a private placement whereby a total of 600,000 common shares were sold for cash at a price of $0.10 per share for a total value of $60,000.

On January 16, 2023, the Company completed a private placement whereby a total of 150,000 common shares were sold for cash at a price of $0.10 per share for a total value of $15,000.

On January 17, 2023, the Company completed various private placements whereby a total of 70,000 common shares were sold for cash at a price of $0.10 per share for a total value of $7,000.

On January 21, 2023, the Company completed various private placements whereby a total of 1,130,000 common shares were issued for cash at a price of $0.10 per share for a total value of $113,000.

On January 23, 2023, the Company completed various private placements whereby a total of 630,000 common shares were sold for cash at a price of $0.10 per share for a total value of $63,000.

On January 24, 2023, the Company completed a private placement whereby a total of 1,000,000 common shares were sold for cash at a price of $0.10 per share for a total value of $100,000.

On January 25, 2023, the Company completed a private placement whereby a total of 100,000 common shares were sold for cash at a price of $0.10 per share for a total value of $10,000.

On January 28, 2023, the Company completed a private placement whereby a total of 150,000 common shares were sold for cash at a price of $0.10 per share for a total value of $15,000.

On January 30, 2023, the Company completed various private placements whereby a total of 650,000 common shares were sold for cash at a price of $0.10 per share for a total value of $65,000.

On February 6, 2023, the Company issued 1,000,000 shares with a fair value of $200,000 to a non-related party in exchange for services.

On February 6, 2023, the Company completed various private placements whereby a total of 225,000 common shares were sold for cash at a price of $0.10 per share for a total value of $22,500.

On February 7, 2023, the Company completed various private placements whereby a total of 215,000 common shares were sold for cash at a price of $0.10 per share for a total value of $21,500.

On February 14, 2023, the Company completed various private placements whereby a total of 1,350,000 common shares were sold for cash at a price of $0.10 per share for a total value of $135,000.

On February 15, 2023, the Company completed a private placement whereby a total of 250,000 common shares were sold for cash at a price of $0.10 per share for a total value of $25,000.

On July 13, 2022, the Company entered into a securities purchase agreement with a non-related party in which the Company had issued a convertible debt in the principal amount of $300,000 at $270,000 with $30,000 original issue discount. In this agreement, the Company had issued 150,000 common shares and issued 500,000 warrants exercisable at $0.25 per share, expiring on July 12, 2027. However, the Company and the non-related party have agreed and confirmed that certain Events of Default have occurred, including the Company’s failures to comply with its obligations and covenants with respect to: (i) failures to file registration statements and (ii) failures to comply with its obligations regarding the Subsequent Financings and the Purchaser’s rights thereto. As a result, on March 12, 2023, the Company and the non-related party have entered into a letter agreement in which the Company agreed to issue to the non-related party 2,233,333 restricted shares of the Company’s common stock at a price per share of $0.10 immediately upon the execution of the letter agreement as well as an additional 2,500,000 warrant shares exercisable at $0.25 per share. All other terms and conditions are to remain from the original agreement.

On April 6, 2023, the Company issued 100,000 common shares to the former CISO of the Company as part of a settlement agreement and release.

On April 10, 2023, the Company issued 100,000 common shares to a former consultant of the Company as part of a settlement agreement and release.

On April 16, 2023, the Company completed various private placements whereby a total of 1,350,000 common shares were sold for cash at a price of $0.10 per share for a total value of $135,000.

On April 17, 2023, the Company completed various private placements whereby a total of 300,000 common shares were sold for cash at a price of $0.10 per share for a total value of $30,000.

On April 18, 2023, the Company completed various private placements whereby a total of 230,000 common shares were sold for cash at a price of $0.10 per share for a total value of $23,000.

On April 22, 2023, the Company completed a private placement whereby a total of 50,000 common shares were sold for cash at a price of $0.10 per share for a total value of $5,000.

On April 23, 2023, the Company completed a private placement whereby a total of 40,000 common shares were sold for cash at a price of $0.10 per share for a total value of $4,000.

On April 24, 2023, the Company completed a private placement whereby a total of 30,000 common shares were sold for cash at a price of $0.10 per share for a total value of $3,000.

On April 27, 2023, the Company completed various private placements whereby a total of 130,000 common shares were sold for cash at a price of $0.10 per share for a total value of $13,000.

On May 8, 2023, the Company completed various private placements whereby a total of 1,600,000 common shares were sold for cash at a price of $0.10 per share for a total value of $160,000.

On May 24, 2023, the Company completed a private placement whereby a total of 170,000 common shares were sold for cash at a price of $0.10 per share for a total value of $17,000.

On June 1, 2023, the Company issued 178,572 common shares with a fair value of $125,000 to a non-related party in exchange for services.

On May 24, 2023, the Company completed a private placement whereby a total of 170,000 common shares were sold for cash at a price of $0.10 per share for a total value of $17,000.

Item 3. Defaults Upon Senior Securities. 

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

SIGNATURES

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