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 September 30, 20192022

☐ 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

7702 E Doubletree Ranch Road

Unit 300

Scottsdale, Arizona85258

(Address of principal executive offices)

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:  7,400,0007,589,500 common shares issued and outstanding as of November 14, 2019. 11, 2022.

PART I-FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

3FORCES INC.

BALANCE SHEETS

(Unaudited)

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

3FORCES INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

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

3FORCES INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

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

3FORCES INC.

LIVE, INC.

Notes to Unaudited Financial Statements

September 30, 20192022

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Nature of Business

Live, Inc. (The “Company”), formerly known as Taluhu Inc.The Company was organized on September 6, 2016,incorporated under the laws of the State of California. OnCalifornia 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. As discussed further below, on April 29, 2021, the Company’s name was changed to 3Forces Inc.

On October 2, 2020, the Company changed its nameformed Talguu Inc., an Arizona corporation, as a wholly owned subsidiary for the purpose of changing the domicile of the Company from Taluhu Inc.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 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 currently 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 network.platform, where the content producers will be assigned their individual channels. The channels will 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. TheIn this platform, the content will be subscribed by individual viewers for a fee. We will receive an agreed percentage of the fees. Our offices are located at 315 Montgomery Street, 9^th Floor, San Francisco, CA 94104.

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”) and with the instructions to Form 10-Q and Articles of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). 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, 2019.2022. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 2018.2021, as filed with the SEC on March 25, 2022.

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.

Recently issuedReclassifications

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, 2022.

The Company follows ASC subtopic 321-10, Investments-Equity Securities which requires the accounting pronouncementsfor an equity security to be measured at fair value with changes in unrealized gains and losses included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes.

In February 2016,

Fair value measurement

The Company’s marketable securities consist of investments in equity securities. Dividends and interest income are accrued as earned. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances and situations change such that there is an indication that the FASB issued ASU 2016-02,Leases (Topic 842).carrying amounts may not be recovered. The ASU requireschanges in the fair value of these securities are recognized in current period earnings in accordance with ASC 825.

The Company follows GAAP which establishes a fair value hierarchy that a lessee recognizeprioritizes the valuation techniques and creates the following three broad levels, with Level 1 valuation being the highest priority:

Level 1 valuation inputs are quoted market prices in active markets for identical assets andor liabilities that ariseare accessible at the measurement date (e.g., equity securities traded on the New York Stock Exchange).

Level 2 valuation inputs are from operating leases. A lesseeother than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted market prices of similar assets or liabilities in active markets, or quoted market prices for identical or similar assets or liabilities in markets that are not active).

Level 3 valuation inputs are unobservable (e.g., an entity’s own data) and should recognizebe used to measure fair value to the extent that observable inputs are not available.

Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis. There have been no changes in the statement of financial position a liability to make lease payments (the lease liability)methodologies used at September 30, 2022 and a right-of-use asset representing its right to useDecember 31, 2021.

Equity securities are valued at the underlying asset forclosing price reported on the lease term. For leasesactive market on which the individual securities are traded that the Company has access to.

Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assetsthe U.S. Securities and lease liabilities. This new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, and early adoption is permitted. In transition, lessees and lessorsExchange Commission. These funds are required to recognizepublish their daily net asset value (“NAV”) and measure leasesto transact at that price. The mutual funds held by the beginningCompany are deemed to be actively traded.

In accordance with the provisions of Fair Value Measurements, the following are the Company’s financial assets measured on a recurring basis presented at fair value.

The Company is currently recognizing revenue through, Trabahanap.com in the Philippines. We have a join venture agreement with a local marketing company, ABS-CBN, by which they pay the local staff in the Philippines and do the marketing for the Company, in exchange for 60% of operations.the revenue received.

Comprehensive Income

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220).  Comprehensive income is comprised of net income and all changes to the statements of stockholders’ deficit. Comprehensive income for the three and nine months ended September 30, 2022 and 2021 is included in net income as foreign currency translation adjustments.

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 - 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 $2,621,312 as of September 30, 2022, had a net loss of $467,902 and net cash used in operating activities of $116,094 for the nine months ended September 30, 2022. 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 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 use our available cash of approximately $83,000 as of September 30, 2022, and we will need approximately $1,266,000 in financing for a total of $1,349,000 in required funds. If all of these funds are not available from Mr. Keith Wong under our continued loan arrangements, we will seek to raise all or part of the funds through public or private debt or equity financings. These funds will enable us to fully develop and market our 3 platforms for the next 12 months, however, we cannot predict our ability to successfully raise such funds.

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 34 – SOFTWARE DEVELOPMENT

During the nine months ended September 30, 2019, the Company began to capitalize costs incurred forPer ASC 985-20 expenses in the development of itsthe software programsare expensed until technological feasibility has been reached and costs are determined to be used in its revenue generating operations.recoverable. At this point additional expenses are capitalized. Capitalization ends, and amortization begins when the product is available for general release to customers. Software development costs are amortized over the estimated useful life of three years. As of September 30, 2019,2022 and December 31, 2021, the Company has $112,500 and $124,200, respectively, net of amortization of $23,100 and $4,200, respectively, of capitalized $30,000.

LIVE, INC.

Notes to Financial Statements

September 30, 2019

(Unaudited)software development costs.

NOTE 4 - GOING CONCERN5 – MARKETABLE SECURITIES

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplatesAs of September 30, 2022 and December 31, 2021, the realizationCompany’s marketable securities were classified as follows:

As of assets andSeptember 30, 2022, the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $1,275,565 atSeptember30, 2019, had a net loss of $259,016 and net cash used in operating activities of $43,834 for the nine months endedSeptember30, 2019. 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 ofseven promissory notes with Keith Wong, the Company’s contemplated plan of operations,founder, Chief Executive Officer 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 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.sole director described in this Note.

NOTE 5 - RELATED PARTY

On July 31, 2017, the Company executed a promissory note with KeithMr. Wong CEO for $200,000. The note accruesoriginally 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 ofSeptember30, 2019,2022, there is $45,041$187,438 of accrued interest on this note.

On June 21, 2019, the Company executed a 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 ofSeptember30, 2019,2022, there is $1,790$107,583 of accrued interest on this note.

On August 16, 2019, the Company executed a 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 ofSeptember30, 2019,2022, there is $302$37,983 of accrued interest on this note.

On February 4, 2021, the Company executed a 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 September 30, 2022, there is $12,637 of accrued interest on this note.

On May 27, 2021, the Company executed a 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 September 30, 2022, there is $12,608 of accrued interest on this note.

On September 1, 2021, the Company executed a promissory note with Mr. Wong for $37,000. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of September 30, 2022, there is $6,862 of accrued interest on this note.

On November 1, 2021, the Company executed a 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 September 30, 2022, there is $9,292 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 30, 2022, there is $333 of accrued interest on this loan. On September 30, 2022, Mr. Wong advanced the Company an additional $500 to open another 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.

Mr. Wong’s consulting agreement was renewed effective September 1, 2020. Annual compensation was increased from $180,000 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. In this regard, during the year ended December 31, 2021, Mr. Wong earned 250,000 shares of common stock for services rendered under his consulting agreement, for total non-cash expense of $27,500. During the nine months endedSeptember30, 2019, the Company granted2022, Mr. Wong earned 187,500 shares of common stock to its CEO for services rendered under his consulting agreement, for total non-cash expense of $20,625. 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 ofSeptember30, 2019,2022, the shares have not yet been issued, by the transfer agent, and have been credited torecorded as common stock to be issued.issued as shown in stockholders’ deficit.

As of September 30, 2022 and December 31, 2021, there is $1,210,528 and $1,060,528, respectively, of accrued compensation due to Mr. Wong.

NOTE 67 – 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 endedSeptember30, 2019, 27,747 shares have vested for total non-cash compensation expense of $3,052. As ofSeptember30, 2019, 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 46 for related party equity transactions.

NOTE 8 – ACCUMULATED OTHER COMPREHENSIVE LOSS

Balance of related after-tax components comprising accumulated other comprehensive loss are as follows:

NOTE 7 -9 – 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.

GENERALSummary of Business

Live Inc. (“The Company” “our” or “we”) 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. 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 to 3Forces Inc.

We currently have developed and are amanaging four cloud based internet companyplatforms:  

Talguu.com. Our entertainment broadcasting platform, www.Talguu.com, will be a digital media supermarket for the digital media producers to monetize their work in entertainment, news, education, and other channels that can be offered to the public. We allow the producers to sell tickets of their digital content to our users. The producers are given individual channels for them to market their products. We will receive an agreed percentage of the ticket revenues. Due to the impact of Covid 19, our development progress has been adversely impacted. We now plan to launch select channels in the businesssecond quarter of cloud based platforms in entertainment broadcasting, job search, and discount market. We plan2023.

Trabahanap.com (to be changed to operate three separate platforms and websites, a job search9000.Jobs.com). Our jobs platform, limited to the Philippines, followed by a discount market, and entertainment platforms.

For our job platform, www.Trabahanap.com, we willwww.trabahanap.com, helps bring the employers and job hunters together to hire employees and to find jobs.jobs in the Philippines. This platform has beenis developed by the Company and will be marketed by our Philippine partner, ABS-CBN, a large national TV network in the Philippines. This platform wasWe commercially launched the site as a beta test site to the public in late 2019. Due to impact of Covid 19, we were unable attract users until July 2021 when we started charging employers on the site.  As of September 30, 2022, we have over 734,340 users and over 4,033 employers on this site. In late 2021 and early 2022, there were two spikes in the Covid pandemic in the Philippines, during June 2019.

Forwhich forced the employers to stop hiring. We saw a drop in revenues in our discount marketbeta test site. We have booked $3,256 in revenue for fiscal year end December 31, 2021 and $2,601 in revenues for the nine month period ended September 30, 2022. We expect this revenue stream to rise slowly as the pandemic begins to abate in the Philippines. Effective November 30, 2022, our marketing agreement with ABS-CBN shall end. We will re-brand our job search site in the Philippines as 9000Jobs.com. We will do direct sales and marketing directly. We plan to use 9000Jobs.com as our global brand for our job sites (Philippines and the US). We plan to launch 9000Jobs.com in the US in the third quarter of 2022 or sooner.

ManagerSpecial.com. Our third platform, www.ManagerSpecial.com, we will provideprovides a discount market place for the sellers and buyers to find one another for specialized products.another. Primarily, ManagerSpecial.com will helpManagerSpecial helps the sellers moveto 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 anythingany thing that has a short expiration date. SellersThe sellers usually offer deep discounts to the buyers to move their excess inventories. Instead of letting thetheir inventories become worthless after a certain time, we help the sellers turn a total loss to a partial gain. We alsogain and we help the buyers purchase qualitygood products at an attractive discount. Since we already have over 700,000 users in the Philippines, we plan to launch ManagerSpecial in the Philippines in the first quarter of 2023, followed by the US launch in the third quarter of 2023.

JobDor.com (to be changed to 9000.Jobs.com). Our fourth platform, www.JobDor.com, is a deep discount.job site similar to Trabahanap.com. It is designed for the US market. We launchedwill discontinue JobDor.com and Trabahanap.com and use 9000Jobs.com as our global brand for job search site.  We will launch 9000Jobs.com in the ManagerSpecial.comUS in Tempe, Arizona during October 2019.the third quarter of 2023.

ForOur 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 and soon 9000Jobs.com, which will replace JobDor and Trabahanap due to 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. This platform will be launched in November 2020.re-branding.

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.

Our Current OperationsOperations.

As of September 30, 2018,31, 2022, we have $403,073$83,096 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 2020. During this period with our existing funds, we will be able to;

As of September 30, 2019,2022, the Company has outstanding promissory notes in favor of Mr. Keith Wong in the total amount of $420,500.$611,641 plus accrued interest of $336,797 on these 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, 20202023 or (ii) at such time as the Company receives a minimum of $2,000,000 in proceeds from this Offeringa public or a private offering. As stated in Our Plan of Operations below, the amount of proceeds that we receive from this Offering will determine the level of future development of our business.

In addition, as of September 30, 2022, the Company has accrued $1,160,528 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 the Next 12 Months.

Our plan of operations for each platform for the next 12 months is as follows:

Talguu.com.  We have completed approximately 90% of the required software as of September 30, 2022. This accelerated development speed was made possible by the Company’s CEO. Mr. Wong has spent a considerable amount of time to designing and programing the software in conjunction with our contract programmers. Therefore, we do not expect much additional expenditures to complete the software for this platform. The marketing cost will not start until the second quarter of 2023.

Trabahanap.com. As of the date of this filing, we have completed the software development and beta testing, and the platform is fully operational in the Philippines. Our partner in the Philippines is marketing and promoting the platform until November 30, 2022. We are expecting approximately $8,500 in revenues for 2022.  We do not anticipate significant revenues on this platform until our own sales and marketing starts beginning January 1, 2023, provided the economy resumes to normal in the Philippines. We anticipate normal engineering and design costs in order to improve and maintain the platform. In December 1, 2022, Trabahanap.com will be re-branded to 9000Jobs.com, which will be our global job search brand.

ManagerSpecial.com. The software development is completed. Due to Covid 19, the initial launch date in 2021 was revised multiple times in the US. We now plan to launch this platform in the third quarter of 2023 in the US after the Philippines. Since we already have more than 700,000 users and 4,000 employers in the Philippines for our job site, we will launch ManagerSpecial there first. We will invite our job applicants to come join ManagerSpecial in the Philippines. We will also invite those restaurant employers on our Philippine job search site to join ManagerSpecial as sellers. This will save considerable marketing costs in the Philippines.

JobDor.com. The software development for this platform is completed, which is essentially a replication of our Trabahanap.com site. This site will be replaced by our global job search site, 9000Jobs.com.

Full Implementation of Business Plan.

In order for us to fully implement our business plan, we will use our available cashcurrent assets of approximately $402,500$110,000 as of September 30, 20192022 and we will need approximately $1,282,000$680,000 in third party financing for a total of $790,000 in required funds. Our founder, Mr. Keith 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. In total, the Company believes it has accumulated 30 man years of software development time in developing its various platforms. Nonetheless, we will need additional funding.funds to enable us to fully develop and market our three platforms for the next 12 months. However, if the external funding is not available, Mr. Keith Wong will devote more of his engineering time to the software development and some of the software features would have to be curtailed. The breakdown of these costs is as follows;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, partially because of the Covid pandemic, we have not received any funds from the offering. We plan to continue the fund raising effort in 2022 and 2023 and beyond. If we are unable to receive this additionalminimum amount of funding from the offering, the Company will be required to scale back or delay itsour software development enhancements, and market expansions.marketing efforts. Further, if we do not receive any funds from the Offering or other funding, our operations will be limited as stated in Our Plan for the Next 12 Months above. We continue to rely on our founder, Mr. Wong, to provide financial support for our platforms. However, we cannot be assured that Mr. Wong will continue to do so in the future.

Impact of COVID-19 on Our offices are located at 315 Montgomery Street, 9^th Floor, San Francisco, California 94104. Our telephone number is 480.902.3062. Our websites are; www.Talguu.com, www.ManagerSpecial.com, and www.trabahanap.com, which is devoted exclusively to job searches in the Philippines.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 has been affected by the full impact of the COVID-19 virus on its business. Our launch plans for ManagerSpecial and JobDor were delayed numerous times from 2020 through 2022. Our projections on spending, product development and milestone achievements are likely to be further revised as the economy adjusts to the post pandemic period.

RESULTS OF OPERATIONS

Results of Operations (Unaudited) for the Nine Months Ended September 30, 2019 Compared to the Nine Months Ended September 30, 2018.

The following table sets forth key components of the results of operations for the three and nine month periods ended September 30, 20192022 and 2018,2021, respectively. The discussion following the table addresses these results.

Revenues.For the nine months ended September 30, 2019, we had no revenue compared with revenue of $24,985 for the comparable period in 2018. The revenue from 2018 was as a result of a limited amount of consulting work performed during the period.

Operating Expenses. For the nine months ended September 30, 2019, we had total operating expenses of $244,845, as compared to total operating expenses of $328,210 for the nine months ended September 30, 2018, a decrease of approximately 25% from the prior year’s nine-month period for the reasons discussed below. Operating expenses consists of officer compensation, consulting and professional fees and general and administrative expenses.

Officer compensation for the nine months ended September 30, 2019 and for the nine months ended September 30, 2018, was $153,158 and $190,033, respectively. The decrease of 19% in officer compensation from the prior period was due to a decrease in salary for our Chief Executive Officer, Mr. Keith Wong, due to a revised consulting agreement. Officer compensation relates to monthly compensation expense for Mr. Wong under his consulting agreement.

Consulting fees for the nine months ended September 30, 2019 were $40,916 compared with $86,589 for the prior year’s nine-month period. The decrease is due to the termination of a consultant agreement with a former consultant at the end of 2018.

Professional fees for the nine months ended September 30, 2019 were $24,438 compared with $12,039 for the prior year’s nine-month period. Professional fees consist of audit, accounting and legal expense. The slight increase in professional fees for the current period is primarily due to an increase in audit and accounting fees in connection with the Company’s Registration Statement filed with the Commission during 2019.

General and administrative expenses for the nine months ended September 30, 2019 were $26,333 compared with $39,549 for the prior year’s nine-month period, a decrease of 33%. The decrease in general and administrative expenses for the current nine-month period is due to a reduction in computer software and programming fees. In the current period we began to capitalize our software development costs.

Total Other Expense.For the nine months ended September 30, 2019, we incurred interest expense of $17,057, as compared to $14,959 for the six months ended September 30, 2018. Interest expense results from loans from our Chief Executive Officer. We had interest income of $2,886 for the current nine-month period compared with nil for the same period last year. Interest income is derived from funds held in an interest-bearing account opened in March 2019.

Net Loss. We had a net loss of $259,016 for the nine months ended September 30, 2019 compared with a net loss of $329,201 for the nine months ended September 30, 2018, a decrease of 21%. The decrease in our net loss is due to the reasons discussed above.

Results of Operations (Unaudited) for the Three and Nine Months Ended September 30, 20192022 Compared to the Three and Nine Months Ended September 30, 2018.2021.

The following table sets forth key components of the results of operations for the three month periods ended September 30, 20192022 and 2018,2021, respectively and the nine month periods ended September 30, 2022 and 2021, respectively. The discussion following the table addresses these results.