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 SeptemberJune 30, 20202021

[   ]☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number:  333-230070

TALGUU INC3FORCES INC.

(Exact name of small business issuer as specified in its charter)

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 [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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. (Check one):

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 [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 7,515,000 common shares issued and outstanding as of November 10, 2020.August 14, 2021.

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

TALGUU3FORCES INC.

(formerly Live, Inc.)GUURU CORP)

STATEMENT OF STOCKHOLDERS DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

(Unaudited)

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

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

TALGUU INC

(formerly Live, Inc.)

Notes to Unaudited Financial Statements

SeptemberJune 30, 20202021

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Nature of Business

Talguu Inc (formerly Live, Inc.) (the “Company”)The Company was organized on September 6, 2016,incorporated under the laws of the State of California ason September 6, 2016 under the name Taluhu Inc. OnThe Company’s name was changed to Live Inc. on September 29, 2016 and on September 6, 2020, the CompanyCompany’s name was changed itsto Guuru Corp. As discussed further below, on April 29, 2021, the Company’s name from Taluhuwas changed to 3Forces Inc. to Live Inc.

On September 14,October 2, 2020, the Company formed Talguu Inc., an Arizona corporation, as a wholly owned subsidiary for the purpose of changing the domicile of the Company from California to Arizona. The process involved the filing of respective merger forms in each of Arizona and California. On January 15, 2021, the State of Arizona approved the Statement of Merger whereby the parent entity, then Guuru Corp (a California corporation, formerly Live Inc.), was merged into Talguu Inc. (an Arizona corporation). On March 15, 2021, the State of California is approved the merger transaction. As mentioned above, on April 29, 2021, the Company’s name was changed its name to Talguu Inc and redomiciled in Arizona. 3Forces Inc.

We are cloud based broadcasting networkbusiness to consumer platform company. Currently, we have ManagerSpecial.com, JobDor.com, Talguu.com, and operate three online platforms which are; www.Talguu.com, an entertainment platform, www.Trabahanap.com, aTrabahanap.com platforms. Only Trabahanap.com is in use by the public. The rest are in the development and testing stages. ManagerSpecial.com enables service providers such as restaurants, hotels, and any goods and services that need to find and offer discounts to buyers to purchase their expiring products. Trabahanap.com is our job search platform for entry level positions in service industries located in the Philippines www.JobDor.com,market. JobDor.com provides a job search platformsimilar service in the US,United States market. Talguu.com is a broadcasting platform, where the content producers will be assigned their individual channels. The channels would be 100% commercial free. Each channel will deliver content circumscribed by a specific theme, such as personal health care, do-it-yourself topics, business formation and www.MangerSpecial.com,management, among others. Content will be provided by one or more providers who will produce and deliver the content on one of our channels. The content will be subscribed by individual viewers for a discount marketplace.  fee. We will receive an agreed percentage of the fees.

Our offices are located 7702 E. Doubletree Ranch Road, Unit 300, Scottsdale, Arizona 85258.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.2021. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 2019.2020.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates include the estimated useful lives of property and equipment.  Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended September 30, 2020 and 2019.

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – SOFTWARE DEVELOPMENT

Per ASC 985-20 expenses in the development of the software are expensed until technological feasibility has been reached and costs are determined to be recoverable. At this point additional expenses are capitalized. Capitalization ends, and amortization begins when the product is available for general release to customers. As of SeptemberJune 30, 20202021 and December 31, 2019,2020, the Company has $78,000$114,000 and $42,000,$90,000, respectively, of capitalized software development costs.

NOTE 4 - GOING CONCERN

The accompanying unauditedfinancial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $1,690,802$2,022,142 as of SeptemberJune 30, 2020,2021, had a net loss of $326,140$236,151 and net cash used in operating activities of

$78,764 and a stockholders’ deficit of $1,140,063 $79,364 for the ninesix months ended SeptemberJune 30, 2020.2021. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The unauditedfinancial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

The Company has developed and is managing three cloud based platforms as part of our overall business plan. In order for us to fully implement our business plan, we will use our available cash of approximately $286,000 as of September 30, 2020 and we will need approximately $1,352,000$800,000 in public or private financing from the sale of our common stock for a total of $1,649,000 in required funds.stock. These funds will enable us to fully develop and market our 3 platforms for the next 12 months.

Impact of COVID-19 on Our Business.

In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 has affected segments of the global economy and may affect our operations, including the potential interruption of our supply chain. We are monitoring this situation closely, and although operations have not been materially affected by the COVID-19 outbreak to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain.

The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of COVID-19 and the actions to contain the coronavirus or treat its impact, among others. In particular, the continued spread of the coronavirus globally could adversely impact our operations, including among others, our manufacturing and supply chain, sales and marketing and could have an adverse impact on our business and our financial results. The COVID-19 outbreak is a widespread health crisis that has adversely affected the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and likely impact our operating results.

NOTE 5 - RELATED PARTY

On July 31, 2017, the Company executed a promissory note with Keith Wong, CEOthe Company’s founder, Chief Executive Officer and sole director, for $200,000. The note originally accrued interest at a rate of 10% simple, per annum and is due on demand. The note was amended, effective November 1, 2019, in order to change the interest rate to compounded interest at 4% per quarter. As of SeptemberJune 30, 2020,2021, there is $84,810$119,760 of accrued interest on this note.

On June 21, 2019, the Company executed a second promissory note with KeithMr. Wong CEO, for $160,000. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of SeptemberJune 30, 2020,2021, there is $35,520$59,934 of accrued interest on this note.

On August 16, 2019, the Company executed a third promissory note with KeithMr. Wong CEO, for $60,000. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of September June 30,, 2020, 2021, there is $11,595$20,535 of accrued interest on this note.

On February 4, 2021, the Company executed a fourth promissory note with Mr. Wong for $40,000. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of June 30, 2021, there is $3,264 of accrued interest on this note.

In addition to the above loans, on September 30, 2019, Mr. Wong advanced the Company $500 to open a bank account in the Company’s name in the Philippines. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of September June 30,, 2020, 2021, there is $108$182 of accrued interest on this note.loan.

The Company and Mr. Keith Wong entered into a Consulting Agreement datedWong’s consulting agreement was renewed effective September 1, 2016, as amended on January 23, 2018 and March 2, 2018. The original agreement was amended by the parties on March 2, 2018 and Mr. Wong’s annual2020. Annual compensation was revisedincreased to $150,000. Payment of the cash compensation will accrue and be payable upon the earlier of; a Nasdaq listing or an aggregate of at least 51% ownership of the Company is beneficially controlled by parties other than the current management (as of March 2, 2018).$200,000. In addition, he is entitled to receive 1,000,000 shares of common stock which will vest over four years (or monthly at the rate of 20,833 shares per month). The term of the agreement is four years and either party may terminate the agreement by delivering notice to the other party. Mr. Wong’s consulting agreement was renewed effective September 1, 2020. Annual compensation was increased to $200,000. In addition, he is entitled to

receive 1,000,000 shares of common stock which will vest over four years (or monthly at the rate of 20,833 shares per month). The term of the agreement is four years and either party may terminate the agreement by delivering notice to the other. As of September 30, 2020 and December 31, 2019, there is $810,528 and $693,862, respectively, of accrued compensation due to Mr. Wong.

During the ninesix months ended September June 30,, 2020, 2021, the Company granted 187,500125,000 shares of common stock to its CEO for services rendered under the consulting agreement, for total non-cash expense of $20,625.$13,750. Since the Company’s common stock is not currently trading shares were issued at the price of shares sold to third parties of $0.11. As of September June 30,, 2020, 2021, the shares have not yet been issued, and have been recorded as common stock to be issued as shown in stockholders’ deficit.

OnAs of June 30, 2021 and December 5, 2019, Wonder International Education & Investment Group Corporation, an Arizona corporation  (“Wonder”), entered into a consulting agreement with the Company pursuant31, 2020, there is $960,528 and $860,528, respectively, of accrued compensation due to which Wonder received 115,500 shares of common stock of the Company in exchange for certain consulting services to be performed by Wonder. As part of that agreement, the Company agreed, at its own expense, to file a Form S-1 registration statement with the Securities and Exchange Commission (“Commission”). Upon effectiveness of the registration statement, the 115,500 shares of common stock presently held by Wonder will be distributed to its shareholders on a ratable basis. Mr. Wong is the majority shareholder of Wonder and will receive 77,000 shares out of the total of 115,500 shares (or 66.67% of the shares) issued under the stated agreement. The stated shares were issued to Wonder on February 4, 2020. On February 11, 2020, the Company filed the referenced Form S-1 registration statement with the Commission, which was declared effective on April 23, 2020.

Pursuant to the terms of the Wonder consulting agreement dated December 5, 2019, the Company granted 115,500 shares of common stock for services. The shares were valued at $0.11 per share for total non-cash expense of $12,705. The expense is being recognized over the term of the one-year contract.Wong.

NOTE 6 – COMMON STOCK

Pursuant to the terms of a consulting agreement dated November 1, 2018, the Company granted 74,000 shares of common stock for services. The shares vest equally over twenty-four months. During the nine months ended September 30, 2020, 27,747 shares have vested for total non-cash compensation expense of $3,053. As of September 30, 2020, the shares have not yet been issued by the transfer agent and have therefore been credited to common stock to be issued.

Refer to Note 5 for related party equity transactions.

NOTE 7 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the unauditedfinancial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these unauditedfinancial statements.

FORWARD LOOKING STATEMENT NOTICE

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Summary of Business

Live Inc. (the “Company,” “our” or “we”)The Company was formed on September 6, 2016incorporated under the laws of the State of California on September 6, 2016 under the name of Taluhu Inc. WeThe Company’s name was changed our name to Live Inc. on September 29, 2016 and on September 6, 2020, the Company’s name was changed to Guuru Corp. As discussed further below, on April 29, 2021, the Company’s name was changed to 3Forces Inc.

On October 3, 2016. On September 14,2, 2020, the Company formed Talguu Inc., an Arizona corporation, as a wholly owned subsidiary for the purpose of changing the domicile of the Company from California to Arizona. The process involved the filing of respective merger forms in each of Arizona and California. On January 15, 2021, the State of Arizona approved the Statement of Merger whereby the parent entity, then Guuru Corp (a California corporation, formerly Live Inc.), was merged into Talguu Inc. (an Arizona corporation). On March 15, 2021, the State of California is approved the merger transaction. As mentioned above, on April 29, 2021, the Company’s name was changed its name to Talguu Inc and redomiciled in Arizona.3Forces Inc.

We currently have developed and are managing four cloud based platforms:

Talguu.com. For our entertainment broadcasting platform, www.Talguu.com, each channel will deliver content circumscribed by a specific theme, such as personal health care, do-it-yourself topics, business formation and management, among others. The content will be provided by one or more providers who will produce and deliver the content on one of our channels. The content will be subscribed by individual viewers for a fee or on a gratuity basis. We will receive an agreed percentage of the fees. Apart from our broadcasting (or livecast) platform, we also have developed a job search platform, which matches skilled and unskilled workers and employers. BecauseDue to the impact of the Covid 19, pandemic,our development progress has slowed. We now plan to launch our first channel on this site in the first quarter of 2022 followed by the remaining channels during the second quarter of 2022. We may further delay the launch of our all of our the channels if we do not expect its initial launch until Nov of 2021.don’t receive additional third party funding.  

Trabahanap.com. For our first job searchjobs platform, www.trabahanap.com, we help to bring the employers and job hunters together to hire employees and to find jobs. It was commercially launched in the Philippines to the public during June 2019. This platform is developed and operated by the Company and marketed by our Philippine partner, ABS-CBN, a large national TV network in the Philippines. As of SeptemberJune 30, 2020,2021, we hadhave over 490,000621,051 users and over 3,019 employers on our trabahanap platform.this site. Due to the impact of Covid 19, we have begun charging employers in the third quarter of 2021.

Our second job search platform, www.JobDor.com, will be launched on January 1, 2021 for the US market and is similar to Trabahanap in that it is mainly targeting blue collar service workers.

ManagerSpecial.com. Our third platform, is called ManagerSpecial, www.ManagerSpecial.com, which provides a discount market place for the sellers and buyers to find one another. Primarily, ManagerSpecial helps the sellers to sell and buyers to buy, products and services that have a limited useful life, such as bakery goods,food, produce, hotel rooms, beauty salon seats, manicure stations, idling labor, and anything thing that is perishable.has a short expiration date. The sellers usually offer deep discounts to the buyers to move their excess inventories. Instead of letting their inventories become worthless after a certain time, we help the sellers turn a total loss to a partial gain;gain and we help the buyers purchase good products at a deep discount. Furthermore,Due to the ManagerSpecial also will help sellers promote products during their off-peak hours,severe impact of Covid 19 on the restaurant industry, we have delayed the launch this site until August 2021; however, given the recent surge in orderCovid variants, our launch may be further delayed until such time as seller locations have unrestricted entry.

JobDor.com. Our fourth platform, www.JobDor.com, is a jobs site that is similar to better utilize their idle staff and excess operational capacity.Trabahanap.com. It was soft launchedis designed for the US market. We plan to launch this site in Rhode Island in Oct 2020.October 2021.

Our offices are located at 7702 E Doubletree Ranch Road, Unit 300, Scottsdale, Arizona. Our telephone number is 480.289-9018.480.902.3062 Our websites are www.JobDor.comwww.3Forces.com, www.Talguu.com, www.ManagerSpecial.com, www.JobDor.comand www.trabahanap.com which is devoted exclusively to job searches in the Philippines..

Achievements to Date.

As of the date of this filing,June 30, 2021, we have taken the following steps to implement our business plan:

•Entered into a marketing agreement with a national TV broadcaster in the Philippines, ABS-CBN, to launch our job search platform, www.Trabahanap.com, in that country;

•Developed and launched our beta website, www.Talguu.com;

Developed and launched our beta website, www.JobDor.com;

On October 31, 2019, the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission (“Commission”) was declared effective by the Commission. The Registration Statement relates to the public offering by the Company of up to 739,645 shares of common stock at an offering price of $3.38 per share. As of Sept 30, 2020,the date of this filing, we have not raised any amount.funds from this Offering.

On December 5, 2019, Wonder International Education & Investment Group Corporation, an Arizona corporation (“Wonder”), entered into a consulting agreement with the Company pursuant to which Wonder received 115,500 shares of common stock of the Company in exchange for certain consulting services to be performed by Wonder. As part of that agreement, the Company agreed, at its own expense, to file a Form S-1 registration statement with the Commission. The agreement extends until December 4, 2020. Under the Agreement, Wonder is obligated to use its best efforts to find business partners in South East Asia for the Company. In fulfillment of its obligations under the agreement, Wonder currently is in discussions with a potential business partner in South East Asia relating to the Company’s job search platform. Upon effectiveness of the registration statement, the 115,500 shares of common stock presently held by Wonder will be distributed to its shareholders on a ratable basis. Mr. Wong is the majority shareholder of Wonder and will receive 77,000 shares out of the total of 115,500 shares (or 66.67% of the shares) issued under the stated agreement. The stated shares were issued to Wonder on February 4, 2020. On February 11, 2020, the Company filed the referenced Form S-1 registration statement with the Commission, which was declared effective on April 23, 2020.

Our Current Operations.

As of SeptemberJune 30, 2020,2021, we have $255,491$226,155 in available cash which is allocated towards our operations. Without funds from a debt or equity financing, we will be able to continue our existing operations on a limited basis through June 2021. During this period with our existing funds, we will be able to;

As of SeptemberJune 30, 2020,2021, the Company has outstanding promissory notes in favor of Mr. Keith Wong in the principaltotal amount totaling $420,500 andof $514,641 plus accrued interest totaling $132,033.of $204,397 on such notes. Mr. Wong, the Company’s primary executive officer and controlling stockholder, has informed the Company in writing that he does not intend to demand payment, in whole or in part, of the outstanding promissory notes until the earlier of (i) December 31, 20202022 or (ii) at such time as the Company receives a minimum of $2,000,000 in proceeds from a public or private offering.

In addition, as of SeptemberJune 30, 2020,2021, the Company has accrued $810,528$960,528 in compensation to Mr. Wong, which amount will not be due until upon the earlier of; a Nasdaq listing or an aggregate of at least 51% ownership of the Company is beneficially controlled by parties other than the current management (as of March 2, 2018). 

Our Plan for Fiscal Year 2021.

Our plan of operations for each platform through fiscal year 2021 is as follows:

Talguu.com.  We have completed approximately 70% of the required software to commercially launch this product by the end of our fiscal year 2020. Due to the impact of Covid 19, our development progress has slowed We will need approximately $80,000 to complete the project by the end of 2021. We now plan to launch our first channel on this site in the first quarter of 2022 followed by the remaining channels during the second quarter of 2022. We will use funds from the Public Offering or from other financings to develop the remaining software and fund our marketing efforts in 2022. If we are unable to obtain new funding prior to the first quarter of 2022, the development of the platform will be delayed.

Trabahanap.com. As of the date of this filing, we have completed the software development and the platform is fully operational in the Philippines. Our marketing partner in the Philippines is marketing and promoting the platform, we are expecting some revenue from this platform starting in August 2021. There are the normal engineering and maintenance costs expected in order to improve and maintain the platform.

ManagerSpecial.com. The software development is completed. Due to Covid 19, the initial launch date in 2020 was revised multiple times. We are now planning to launch this platform in August 2021. We are waiting for the restaurants to open up dining room service, as our platform is designed to attract customers for dine-in restaurants. Our initial plan is to market to the restaurants followed by beauty salons. We would need approximately $100,000 to market this platform from June to December 2021.

JobDor.com. The software development is completed. This platform is essentially an English replication of our Trabahanap.com platform in the Philippines. We have made some minor changes to suit the English speaking regions. We plan to launch JobDor.com in October 2021. We would need approximately $50,000 to market this platform from May to December 2021.

Full Implementation of Business Plan.

In order for us to fully implement our business plan, we will use our available cash of approximately $255,491$226,155 as of SeptemberJune 30, 20202021 and we will need approximately $1,389,000$573,845 in public or private financing for a total of $800,000 in required funds. These amounts exclude amounts due our founder, Mr. Keith Wong discussed above. In addition, Mr. Wong has devoted substantial software engineering time into these various platforms. As a result, his contributions to date have obviated or minimized the need to hire similar professionals, and has resulted in a considerable saving for the Company. Nonetheless, we will need additional funding.funds to enable us to fully develop and market our 4 platforms for the next 12 months. The breakdown of the total of these costs is as follows;

In this regard, we have filed a Form S-1 Registration Statement for an offering of our common stock totaling $2.5 million which went effective on October 31, 2019. As of the date of this filing, due to Covid 19 pandemic, we have not received any funds from the offering. We plan to devote more efforts in fund raising beginning in the fourth quarter of 2021. If we are unable to receive this minimum amount of funding from the offering, the Company will be required to scale back or delay our software development and marketing efforts. Further, if we do not receive any funds from the Offering, our operations will be limited as stated in Our Plan for Fiscal Year 2021 above. We continue to rely on our founder CEO, Mr. Wong, to provide financial support where needed before we can raise new funds. However, we cannot be assured that Mr. Wong will continue to agree to do so.

If we are unable to receive this additional funding, the Company will be required to scale back or delay its software development, enhancements, and market expansions. One clear item we can postpone is the entertainment and live cast. It will avoid an expense of $400,000.

Impact of COVID-19 on Our Business.

The Company continues to execute its business plan and seeks to achieve the results set forth in Our Current Operations above. At the present time, the Company can notcannot predict the full impact of the COVID-19 virus on its business. Our projections on spending, product development and milestone achievements are likely to be further revised as new information is obtained.

RESULTS OF OPERATIONS

Results of Operations (Unaudited) for the Three Months Ended SeptemberJune 30, 202021 Compared to the Three Months Ended SeptemberJune 30, 20120920.

The following table sets forth key components of the results of operations for the three month periods ended SeptemberJune 30, 20202021 and 2019,2020, respectively. The discussion following the table addresses these results.

Revenues. For the three months ended SeptemberJune 30, 20202021 and SeptemberJune 30, 2019,2020, respectively, we had no revenues from operations.

Operating Expenses. For the three months ended SeptemberJune 30, 2020,2021, we had total operating expenses of $86,589,$107,201, as compared to total operating expenses of $108,466$92,232 for the three months ended SeptemberJune 30, 2019, a decrease2020, an increase of approximately 20.2%16% from the prior year’s three-month period for the reasons discussed below. Operating expenses consists of officer compensation and general and administrative expenses, which includes consulting and professional fees.

Officer compensation for the three months ended SeptemberJune 30, 2021 and June 30, 2020, respectively was $50,000 and September 30, 2019, was $48,542 and $74,408,$51,250, respectively. Officer compensation relates to monthly compensation expense for Mr. Wong under his consulting agreement. The decrease of 34.8%slight increase in officer compensation due to our Chief Executive Officer, Mr. Keith Wong, was a result of an additional accrualincrease in monthly compensation to our CEO under a new consulting agreement between the prior periodparties. Officer compensation relates solely to monthly compensation expense for Mr. Wong’s amended agreement .Wong under his consulting agreement.

General and administrative expenses for the three months ended SeptemberJune 30, 2021 and June 30, 2020 were $57,879 and September 30, 2019 were $38,047 and $34,058,$40,982, respectively. The 11.7%20% increase in general and administrative expenses for the current three-month period isquarter was due primarily to an increasethe timing of certain invoices, such as the legal fees for our patent attorneys and the fees related to filing international patent protections in professional fees, as well as an increasethe European Union and Japan for consulting and transfer agent fees.our approved US patent #11,025,989.

Total Other Expense. For the three months ended SeptemberJune 30, 2020,2021, we incurred interest expense of $21,251,$25,879, as compared to $6,963$20,433 for the three months ended SeptemberJune 30, 20192020 due principally to an increase in related party loans.loans during the current period. Interest expense results from loans from our Chief Executive Officer. We had interest income of $90$18 for the current three-month period compared with $1,534$249 for the same period last year. Interest income is derived from funds held in an interest-bearing account, the amount of which was reduced for the current three-month period.account.

Net Loss. We had a net loss of $107,750$133,062 for the three months ended SeptemberJune 30, 20202021 compared with a net loss of $113,895$112,416 for the three months ended SeptemberJune 30, 2019, a slight decrease2020, an increase of 5.48%18%. The decreaseincrease in our net loss is due to the reasons discussed above.

Results of Operations (Unaudited) for the NineSix Months Ended SeptemberJune 30, 2021 Compared to the Six Months Ended June 30, 2020 Compared to the .Nine

 Months Ended September 30, 2019.

The following table sets forth key components of the results of operations for the nine-monthsix month periods ended SeptemberJune 30, 20202021 and 2019,2020, respectively. The discussion following the table addresses these results.