UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31,June 30, 2021

☐ 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

3FORCES INC.

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

7702 E Doubletree Ranch Road

Unit 300

Scottsdale, Arizona 85258

(Address (Address of principal executive offices)

480-902-3062

(Issuer’s telephone number)

GUURU CORP, a California corporation

(Former name if changed from 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 [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 May 11,August 14, 2021.

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

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

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

3FORCES INC.

(formerly GUURU CORP)

Notes to Unaudited Financial Statements

March 31,June 30, 2021

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Nature of Business

The Company was incorporated under the laws of the State of California on September 6, 2016 under the name Taluhu Inc. The Company’s name was changed to Live Inc. on September 29, 2016 and on September 6, 2020, the Company’s name was changed to Guuru Corp. andAs discussed further below, on April 29, 2021, the Company’s name was changed to 3Forces Inc.

On 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, a California corporation)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 to 3Forces Inc.

We are cloud based business to consumer platform company. Currently, we have ManagerSpecial.com, JobDor.com, Talguu.com, and Trabahanap.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 market. JobDor.com provides a similar service in the 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 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 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, 2021. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 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.  

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 March 31,June 30, 2021 and December 31, 2020, the Company has $102,000$114,000 and $90,000, respectively, of capitalized software development costs.

NOTE 4 - GOING CONCERN

The accompanying unaudited financial 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 $1,889,080$2,022,142 as of March 31,June 30, 2021, had a net loss of $103,089$236,151 and net cash used in operating activities of $21,218$79,364 for threesix months ended March 31,June 30, 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 unaudited financial 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 need approximately $800,000 in public or private financing from the sale of our common 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, the 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 March 31,June 30, 2021, there is $107,849$119,760 of accrued interest on this note.

On June 21, 2019, the Company executed a second promissory note with Mr. Wong for $160,000. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of March 31,June 30, 2021, there is $51,475$59,934 of accrued interest on this note.

On August 16, 2019, the Company executed a third promissory note with Mr. Wong for $60,000. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of March 31,June 30, 2021, there is $17,438$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 March 31,June 30, 2021, there is $1,598$3,264 of accrued interest on this note.

On May 27, 2021, the Company executed a fifth promissory note with Mr. Wong for $54,141. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of June 30, 2021, there is $722 of accrued interest on this note.

Mr. Wong 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, 2022 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 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 March 31,June 30, 2021, there is $158$182 of accrued interest on this loan.

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.

During the threesix months ended March 31,June 30, 2021, the Company granted 62,500125,000 shares of common stock to its CEO for services rendered under the consulting agreement, for total non-cash expense of $6,875.$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 March 31,June 30, 2021, the shares have not yet been issued, and have been recorded as common stock to be issued as shown in stockholders’ deficit.

As of March 31,June 30, 2021 and December 31, 2020, there is $910,528$960,528 and $860,528, respectively, of accrued compensation due to Mr. Wong.

NOTE 6 – COMMON STOCK

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 unaudited financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these unaudited financial statements other than the following:

On April 29, 2021, the Company’s name was changed to 3Forces Inc.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

The Company was incorporated under the laws of the State of California on September 6, 2016 under the name Taluhu Inc. The Company’s name was changed to Live Inc. on September 29, 2016 and on September 6, 2020, the Company’s name was changed to Guuru Corp. andAs discussed further below, on April 29, 2021, the Company’s name was changed to 3Forces Inc.

On 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, a California corporation)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 to 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. Due to the impact of Covid 19, 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 first, and  all of our the channels subject to availableif we don’t receive additional third party funding.

Trabahanap.com. For our jobs platform, www.trabahanap.com, we help to bring 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 by the Company and marketed by our Philippine partner, ABS-CBN, a large national TV network in the Philippines. As of December 31, 2020,June 30, 2021, we have over 500,000621,051 users and over 3,0003,019 employers on this site. Due to the impact of Covid 19, we have delayedbegun charging employers untilin the secondthird quarter of 2021.

ManagerSpecial.com. Our third platform, www.ManagerSpecial.com, provides a discount market place for 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 food, produce, hotel rooms, beauty salon seats, manicure stations, idling labor, and anything thing that 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 sellers turn a total loss to a partial gain and we help the buyers purchase good products at a deep discount. Due to the severe impact of Covid 19 on the restaurant industry, we now plan tohave delayed the launch this site until August 2021; however, given the recent surge in June 2021, however, since ManagerSpecial, in part, brings customers to sellers’ premises,Covid 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 Trabahanap.com. It is designed for the US market. We plan to launch this site together with ManagerSpecial.com in JulyOctober 2021.

Our offices are located at 7702 E Doubletree Ranch Road, Unit 300, Scottsdale, Arizona. Our telephone number is 480.902.3062 Our websites are www.3Forces.com, www.Talguu.com, www.ManagerSpecial.com, www.JobDor.com and www.trabahanap.com.

Achievements to Date. 

As of the March 31,June 30, 2021, we have taken the following steps to implement our business plan:

•Established a network of experienced database, java scripts, cloud architect and testing programmers; 

•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.ManagerSpecial.com in Arizona;
 

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

•Developed various online tools associated with our cloud based broadcasting platforms; 

•Raised a total of $204,000 in private placements; and

•Developed and launched our job search platform in the Philippines, www.trabahanap.com, and we have over 584,331632,328 users and over 3,0003,088 employers on this site.site; and
On June 1, 2021, we were awarded a new US utility patent for an invention related to streaming. 

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 the date of this filing, we have not raised any 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 March 31,June 30, 2021, we have $242,160$226,155 in available cash which is allocated towards our operations.

As of March 31,June 30, 2021, the Company has outstanding promissory notes in favor of Mr. Keith Wong in the total amount of $460,500$514,641 plus accrued interest of $178,518$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 MarchJune 30, 2021, the Company has accrued $910,528$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. We do not expectDue to devote a major effort into itsthe impact of Covid 19, our development until the second quarter of 2021.progress has slowed We will need approximately $80,000 to complete the project by the end of 2021. The marketing cost will not start untilWe 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 in 2021,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 JuneAugust 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 JuneOctober 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 $242,160$226,155 as of March 31,June 30, 2021 and we will need approximately $557,800$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 funds to enable us to fully develop and market our 4 platforms for the next 12 months. The breakdown 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.

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 March 31June 30, 2021 Compared to the Three Months Ended March 31June 30, 2020.

The following table sets forth key components of the results of operations for the three month periods ended March 31,June 30, 2021 and 2020, respectively. The discussion following the table addresses these results.

Revenues. For the three months ended March 31,June 30, 2021 and March 31,June 30, 2020, respectively, we had no revenues from operations.

Operating Expenses. For the three months ended March 31,June 30, 2021, we had total operating expenses of $78,761,$107,201, as compared to total operating expenses of $87,044$92,232 for the three months ended March 31, 2019, a decreaseJune 30, 2020, an increase of approximately 9.5%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 March 31,June 30, 2021 and March 31, 2019,June 30, 2020, respectively was $37,500$50,000 and $50,000,$51,250, respectively. The slight increase of 33.33% in officer compensation due to our Chief Executive Officer, Mr. Keith Wong, was a result of an increase in monthly compensation to our CEO under a new consulting agreement between the parties. Officer compensation relates solely to monthly compensation expense for Mr. Wong under his consulting agreement.

General and administrative expenses for the three months ended March 31,June 30, 2021 and March 31,June 30, 2020 were $28,761$57,879 and $49,544,$40,982, respectively. The decrease20% increase in general and administrative expenses for the current quarter was due to the timing of certain invoices, received bysuch as the Company and a decrease in legal fees for our patent attorneys and the current period.fees related to filing international patent protections in the European Union and Japan for our approved US patent #11,025,989.

Total Other Expense. For the three months ended March 31, 2020,June 30, 2021, we incurred interest expense of $24,384,$25,879, as compared to $19,455$20,433 for the three months ended March 31, 2019June 30, 2020 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 $56$18 for the current three-month period compared with $525$249 for the same period last year. Interest income is derived from funds held in an interest-bearing account.

Net Loss. We had a net loss of $103,089$133,062 for the three months ended March 31, 2020June 30, 2021 compared with a net loss of $105,974$112,416 for the three months ended March 31, 2019,June 30, 2020, an increase of 24%18%. The increase in our net loss is due to the reasons discussed above.

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

The following table sets forth key components of the results of operations for the six month periods ended June 30, 2021 and 2020, respectively. The discussion following the table addresses these results.

Revenues. For the six months ended June 30, 2021 and June 30, 2020, respectively, we had no revenues from operations.

Operating Expenses. For the six months ended June 30, 2021, we had total operating expenses of $185,962, as compared to total operating expenses of $179,276 for the six months ended June 30, 2020, an increase of approximately 4% from the prior year’s six-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 six months ended June 30, 2021 and June 30, 2020, respectively was $100,000 and $88,750, respectively. The increase of 12.7% in officer compensation due to our Chief Executive Officer, Mr. Keith Wong, was a result of an increase in monthly compensation to our CEO under a new consulting agreement between the parties. Officer compensation relates solely to monthly compensation expense for Mr. Wong under his consulting agreement.

General and administrative expenses for the six months ended June 30, 2021 and June 30, 2020 were $85,962 and $90,526, respectively. The sight decrease increase in general and administrative expenses for the current period was due to the timing of certain invoices received by the Company in the normal course of business.

Total Other Expense. For the six months ended June 30, 2021, we incurred interest expense of $50,263, as compared to $39,888 for the six months ended June 30, 2020 is due principally to an increase in related party loans during the current period. Interest expense results from loans from our Chief Executive Officer. We had interest income of $74 for the current six-month period compared with $774 for the same period last year. Interest income is derived from funds held in an interest-bearing account.

Net Loss. We had a net loss of $236,151 for the six months ended June 30, 2021 compared with a net loss of $218,390 for the six months ended June 30, 2020, an increase of 8%. The increase in our net loss is due to the reasons discussed above.

Summary of Cash Flows

Net cash used in operating activities. We used cash in our operating activities for the threesix months ended March 31,June 30, 2021 primarily to fund our net loss and prepaid expenses, offset by accrued stock-based compensation to our sole executive officer, accrued accounts payable, accrued interest and accrued compensation to our sole executive officer. For the threesix months ended March 31,June 30, 2020, we used cash in our operating activities primarily to fund our net loss, offset by accrued stock-based compensation to our sole executive officer and a former officer, accrued accounts payable, accrued interest and accrued  compensation to our sole executive officer.

Net cash used in investing activities. We used cash in our investing activities for the threesix months ended March 31,June 30, 2021 and March 31,June 30, 2020, respectively for software development of our various platforms.

Net cash provided by financing activities. We had $40,000$94,141 in loans from our sole officer  for the threesix months ended March 31,June 30, 2021 compared with no financing activities for March 31,June 30, 2020, respectively.

Liquidity and Capital Resources

From inception through March 31,June 30, 2021, we have received a total of $204,000 in funds from the private placement of our common stockstock. As of March 31,June 30, 2021, our cash balance is $242,160.$226,155. In addition, Mr. Wong, has loaned the Company the sum of $460,500,$514,641, plus accrued interest of $178,518$204,397 which amounts are due on demand. Mr. Wong has informed the Company in writing that he does not intend to demand payment, in whole or in part, of the outstanding promissory notenotes 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.  

As set forth in our Full Implementation of Our Business Plan above, we will need additional debt or equity funding for the future development of our business, including funds form the public offering described herein. Given our limited cash on hand, if we are unable to receive a significant amount of funding, we will be unable to fully develop our business plan. Thus, we will be highly dependent upon the success of the public offering described herein. Therefore, the failure thereof would result in need to seek capital from other resources such as debt financing, which may not even be available to us. However, if such financing were available, because we are in are early stages of our business plan, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If we cannot raise additional proceeds

via a private placement of its common stock or secure debt financing, it would be required to cease business operations. As a result, investors could lose all of their investment.

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 financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

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.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31,June 30, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms. Management also confirmed that there was no change in our internal control over financial reporting during the nine months period ended March 31,June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 shareholder, is an adverse party or has a material interest adverse to our interest.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

None

None

Not applicable to our Company.

None

The following exhibits are included as part of this report by reference:

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.

Date: May 14,August 16, 2021

Live Inc.

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