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

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

For the quarterly period ended September 30, 2017March 31, 2020

OR

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

[  ] 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: 001-35902

000-52942

BLUE LINE PROTECTION GROUP, INC.

(Exact name of registrant as specified in its charter)


Nevada20-5543728
(State or other jurisdiction of
incorporation or
organization)
(IRS Employer
Identification No.)

5765 Logan St.

Denver, CO

80216

(Address of principal executive offices)
(Zip Code)

(800) 844-5576
(800) 844-5576
(Registrant'sRegistrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneN/AN/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑  [  ] No


[ X]

Indicate by a checkmark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive DateData 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 ☐  [  ] No


[X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer”, "smaller“smaller reporting company"company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.


 Large accelerated filer[  ]Accelerated filer[  ]
 Non-accelerated filer[X]Smaller reporting company[X]
 (Do not check if a smaller reporting company) Emerging growth company[  ]

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]

As of September 30, 2017,November 25, 2020, the registrant had 128,348,026822,357,428 outstanding shares of common stock.

 

1TABLE OF CONTENTS


Page No.
PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
Consolidated Balance Sheets – As of March 31, 2020 (unaudited) and December 31, 20193
Consolidated Statements of Operations – Three months months March 31, 2020 and 2019 (unaudited)4
Consolidated Statements of Cash Flows – Three  months ended March 31, 2020 and 2019 (unaudited)5
Consolidated Statements of Stockholders’ Deficit– Three  months ended March 31, 2020 and 2019 (unaudited)6
Notes to Financial Statements (Unaudited)7
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.27
ITEM 4.CONTROLS AND PROCEDURES.29
PART II. OTHER INFORMATION
ITEM 6.EXHIBITS.30

FORWARD-LOOKING STATEMENTS

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

2

2BLUE LINE PROTECTION GROUP, INC.


BLUE LINE PROTECTION GROUP, INC. 
CONSOLIDATED BALANCE SHEETS 
(Unaudited) 
       
       
  September 30,  December 31, 
  2017  2016 
       
Assets      
Current assets:      
Accounts receivable, net $204,691  $133,698 
Prepaid expenses and deposits  61,171   85,888 
Total current assets  265,862   219,586 
         
Fixed assets:        
Machinery and equipment, net  98,698   132,887 
Fixed assets of discontinued operations  2,782   2,782 
Total fixed assets  101,480   135,669 
         
Total assets  367,342  $355,255 
Liabilities and Stockholders' Deficit        
Current liabilities:        
Cash overdraft $107,140  $30,462 
Accounts payable and accrued liabilities  544,001   416,573 
Notes payable, net of unamortized discount  151,890   185,000 
Notes payable - related parties  385,846   385,846 
Convertible notes payable, net of unamortized discount  249,000   - 
Convertible notes payable - related parties, net of unamortized discount  1,039,876   610,000 
Current portion of long-term debt  4,215   4,137 
Current liabilities of discontinued operations  -   1,335 
Total current liabilities  2,481,968   1,633,353 
         
Long-term liabilities:        
Long-term debt  6,518   8,664 
Total current liabilities  6,518   8,664 
         
Total liabilities  2,488,486   1,642,017 
         
Stockholders' deficit:        
Preferred Stock, $0.001 par value, 100,000,000 shares authorized,        
20,000,000 shares issued and outstanding as of September 30, 2017 and        
December 31, 2016, respectively  20,000   20,000 
Common Stock, $0.001 par value, 1,400,000,000 shares authorized,        
128,348,026 and 127,348,026 issued and outstanding as of        
September 30, 2017 and December 31, 2016, respectively  128,348   127,348 
Common Stock, owed but not issued, 12,923 shares and 12,923 shares        
as of September 30, 2017 and December 31, 2016, respectively  13   13 
Additional paid-in capital  5,685,092   5,537,667 
Accumulated deficit  (7,954,597)  (6,971,790)
Total stockholders' deficit  (2,121,144)  (1,286,762)
         
Total liabilities and stockholders' deficit $367,342  $355,255 

CONSOLIDATED BALANCE SHEETS

  March 31,  December 31, 
  2020  2019 
  

(unaudited)

  (audited) 
Assets        
Current assets:        
Cash and equivalents $97,213  $45,113 
Accounts receivable,  346,104   336,840 
Prepaid expenses and deposits  11,980   11,980 
Total current assets  455,297   393,933 
         
Fixed assets:        
Right to use assets  831,115   859,426 
Machinery and equipment,  net of accumulated depreciation of $353,465 and $325,285, respectively  355,234   383,414 
Security Deposit  31,840   32,158 
Fixed assets of discontinued operations  2,782   2,782 
Total fixed assets  1,220,971   1,277,780 
         
Total assets  1,676,268   1,671,713 
         
Liabilities and Stockholders’ Deficit        
Current liabilities:        
Accounts payable and accrued liabilities $960,330  $1,052,275 
Financed lease liabilities  77,013   88,712 
Notes payable  185,000   185,000 
Notes payable - related parties  799,512   726,847 
Convertible notes payable  172,198   172,198 
Convertible notes payable - related parties, net of unamortized discount of $0 and $8,710, respectively  1,830,217   1,821,507 
Current portion of operating lease obligation  119,135   114,653 
Derivative liabilities  1,455,411   1,170,060 
Total current liabilities  5,598,816   5,331,252 
         
Long-term liabilities:        
Operating lease liability-long term  754,288   785,802 
Total current liabilities  754,288   785,802 
         
Total liabilities  6,353,104   6,117,054 
         
Stockholders’ deficit:        
Preferred Stock, $0.001 par value, 100,000,000 shares authorized, 20,000,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively  20,000   20,000 
Common Stock, $0.001 par value, 1,400,000,000 shares authorized, 793,357,428 and 793,357,428 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively  793,360   793,360 
Common Stock, owed but not issued, 12,923 shares and 12,923 shares as of March 31, 2020 and December 31, 2019, respectively  13   13 
Additional paid-in capital  7,228,528   7,228,528 
Accumulated deficit  (12,718,737)  (12,487,242)
Total stockholders’ deficit  (4,676,836)  (4,445,341)
         
Total liabilities and stockholders’ deficit $1,676,268  $1,671,713 

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

3

3BLUE LINE PROTECTION GROUP, INC.


BLUE LINE PROTECTION GROUP, INC. 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(Unaudited) 
  
  
  For the three months ended  For the nine Months Ended 
  September 30,  September 30, 
  2017  2016  2017  2016 
             
             
Revenue, net $1,007,687  $728,238  $2,830,789  $2,099,019 
Cost of revenue  (763,117)  (620,259)  (2,165,374)  (1,793,254)
                 
Gross profit  244,570   107,979   665,415   305,765 
                 
Expenses:                
Advertising  2,663   1,933   7,209   9,156 
Depreciation  11,801   24,724   35,779   51,105 
General and administrative expenses  511,206   403,826   1,442,065   1,286,468 
Total expenses  525,670   430,483   1,485,053   1,346,729 
                 
Operating loss  (281,100)  (322,504)  (819,638)  (1,040,964)
                 
Other income (expenses):                
Other income  -   -   72,890   - 
Interest expense  (135,533)  (123,254)  (236,059)  (336,015)
Total other income (expenses)  (135,533)  (123,254)  (163,169)  (336,015)
Net loss  (416,633)  (445,758)  (982,807)  (1,376,979)
Deemed dividend on Series A convertible preferred stock  -   -   -   (114,229)
Net loss attributable to common stockholders $(416,633) $(445,758) $(982,807) $(1,491,208)
Net loss per share, basic and diluted $(0.00) $(0.00) $(0.01) $(0.01)
                 
Weighted average number of                
common shares outstanding, basic and diluted  128,011,069   126,348,026   127,571,469   126,231,238 


CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

  For the Three Months Ended 
  March 31, 
  2020  2019 
       
Revenue $991,462  $928,609 
Cost of revenue  (270,058)  (530,117)
Gross profit  721,404   398,492 
         
Operating expenses:        
General and administrative expenses  573,864   594,284 
Total expenses  573,864   594,284 
         
Operating Income (Loss)  147,540   (195,792)
         
Other income (expenses):        
Interest expense  (98,184)  (518,950)
Gain on settlement of accounts payable  4,500   - 
Income / (Loss) on derivative  (285,351)  145,906 
Total other expenses  (379,035)  (373,044)
         
Net income / (loss) $(231,495) $(568,836)
         
Net loss per common share: Basic and Diluted $(0.00) $(0.00)
         
Weighted average number of common shares outstanding- Basic and Diluted  793,357,428   415,378,581 

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

4

4BLUE LINE PROTECTION GROUP, INC.


BLUE LINE PROTECTION GROUP, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(Unaudited) 
    
    
    For the Nine Months Ended 
    September 30, 
  2017  2016 
       
Operating activities      
Net loss $(982,807) $(1,376,979)
Adjustments to reconcile net loss to        
net cash used in operating activities:        
Depreciation  35,779   51,105 
Stock-based compensation expense  77,025   85,006 
Amortization of discounts on note payable  68,358   210,406 
Penalty interest  38,750   71,684 
Changes in operating assets and liabilities:        
Decrease / (increase) in accounts receivable  381   (40,681)
Increase in accrued accounts receivable  (71,374)    
Decrease in deposits and prepaid expenses  24,717   (49,517)
Increase in accounts payable and accrued liabilities  127,428   19,473 
Discontined operations accounts payable and accrued liabilities  (1,335)  - 
Net cash (used) in operating activities  (683,078)  (1,029,503)
         
Cash flows from investing activities        
Purchase of fixed assets  (1,590)  (502,702)
Net cash (used) in investing activities  (1,590)  (502,702)
         
Financing activities        
Cash overdraft  76,678   165,952 
Proceeds from notes payable - related party  332,764   307,500 
Repayments from notes payable - related party  (332,764)  (135,000)
Proceeds from convertible note - related party, net of original issue discount  460,000   95,000 
Proceeds from notes payable  113,700   532,360 
Repayment of notes payable  (164,278)  (309,812)
Proceeds from convertible note, net of original issue discount  365,500   157,750 
Repayment of convertible note  (125,000)  (168,000)
Penalty payment  (38,750)  (71,684)
Payments on auto loan  (3,182)  (3,072)
Sale of preferred stock, net of issuance costs  -   945,000 
Net cash provided by financing activities  684,668   1,515,994 
         
Net increase in cash  -   (16,211)
Cash - beginning  -   16,211 
Cash - ending $-  $- 
         
Supplemental disclosures:        
Interest paid $54,477  $27,400 
Income taxes paid $-  $- 
         
Non-cash transactions:        
Debt discount due to beneficial conversion feature $71,400  $2,240 
Interest capitalized as construction in progress $-  $24,243 
Deemed dividend on Series A convertible preferred stock $-  $114,229 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

  For the three months ended 
  March 31, 
  2020  2019 
Operating activities        
Net income / (loss) $(231,495) $(568,836)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation  28,180   31,082 
Amortization of discounts on notes payable  8,710   437,913 
Amortization of right to use  28,311   13,723 
Loan fees  10,665   - 
Noncash operating lease expense        
Gain on settlement of accounts payable  (4,500)  - 
Loss on derivative liability  -   (145,906)
Change in fair value of derivative liabilities  285,351   - 
Changes in operating assets and liabilities:        
(Increase) in accounts receivable  (9,264)  (15,425)
(Increase) / decrease in deposits and prepaid expenses  318   494 
Increase (decrease) in accounts payable and accrued liabilities  (25,445)  28,236 
Increase (decrease) in lease obligations  (27,032)  (11,475)
Net cash provided by (used in) operating activities  63,799   (230,194)
         
Cash flows from investing activities        
Purchase of fixed assets  -   (56,602)
Net cash provided by/(used in) investing activities  -   (56,602)
         
Financing activities        
Proceeds from notes payable - related party  -   15,000 
Proceeds from notes payable  24,000   75,000 
Repayments from notes payable - related party  (24,000)  (30,000)
Proceeds from convertible notes payable - related party  -   300,000 
Payments on auto loan  -   (1,027)
Payments on capital leases  -   (39,720)
Payments on convertible debt  (11,699)  - 
Net cash provided by financing activities  (11,699)  319,253 
         
Netincrease in cash  52,100   32,457 
Cash - beginning  45,113   15,862 
Cash - ending $97,213  $48,319 
         
Supplemental disclosures of cash flow information:        
Interest paid $-  $- 
Income taxes paid $-  $- 
Debt discount due to derivative liability $-  $- 
         
Non-cash investing and financing activities:        
Debt discount due to derivative liability $-  $371,172 
Common stock issued for conversion of debt and interest $-  $78,376 
Derivative resolution $-  $138,610 
Accounts payable converted to notes payable - related party $62,000  $- 
Right of use assets and operating lease obligations recognized $-  $650,152 
Financed lease assets $-  $64,354 

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

5

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

(unaudited)

              Additional         
  Preferred Stock  Common Stock  Paid-in  Stock  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Payable  Deficit  Deficit 
                         
Balance, December 31, 2018  20,000,000  $20,000  368,468,701  $368,469  $7,107,400  $13  $(10,878,959) $   (3,383,077)
                                 
Derivative resolution  -   -   -   -   138,610   -   -   138,610 
                                 
Common stock issued for conversion of debt and accrued interest  -   -   98,898,873   98,899   (20,523)  -   -   78,376 
                                 
Net loss for the three months ended March 21, 2019  -   -   -   -   -   -   (568,836)  (568,836)
Balance, March 31, 2019  20,000,000  $20,000  467,367,574  $467,368  $7,225,487  $13  $(11,447,795) $(3,734,927)
                                 
Balance, December 31, 2019  20,000,000  $20,000  793,357,428  $793,360  $7,228,528  $13  $(12,487,242) $(4,445,341)
                                 
Net loss for the three months ended March 31, 2020  -   -   -   -   -   -   (231,495)  (231,495)
Balance, March 31, 2020  20,000,000  $20,000  793,357,428  $793,360  $7,228,528  $13  $(12,718,737) $(4,676,836)

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

5
6

Blue Line Protection Group, Inc.

Notes to Unaudited Consolidated Financial Statements

(Unaudited)

Note 1 – History and organization of the company


The Company was originally organized on September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc. The Company was authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001 per share.


On March 14, 2014, the Company acquired Blue Line Protection Group, Inc., a Colorado corporation formed in February 2014 ("(“Blue Line Colorado"Colorado”), as a wholly-owned subsidiary of the Company. Blue Line Colorado provides protection, compliance, and financial services to the lawful cannabis industry.


On May 2, 2014, the Company changed its name from The Engraving Masters, Inc. to Blue Line Protection Group, Inc. ("BLPG"(“BLPG”)


On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the authorized capital of the Company concurrently increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split.


The Company provides armed protection, logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic services, such as armored transportation service; security services, including shipment protection, money escorts, security monitoring, asset vaulting, VIP and dignitary protection, financial services, such as handling transportation and storage of currency; training; and compliance services.


Note 2 – Accounting policies and procedures


Interim financial statements


The unaudited interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.


In the opinion of management, these statements reflect all adjustments, consistingall of which are of a normal recurring adjustments,nature, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 20162019 and notes thereto included in the Company'sCompany’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.


Results of operations for the interim periods are not indicative of annual results.

Reclassification
Certain amounts from prior periods have been reclassified to conform to the current period presentation.

6


Principles of consolidation
The

For the three months ended March 31, 2020 and 2019, the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; "BLAS"“BLAS”), Blue Line Capital, Inc. (a Colorado corporation; "Blue“Blue Line Capital"Capital”), Blue Line Protection Group (California), Inc. (a California corporation; "Blue“Blue Line California"California”), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; "Blue“Blue Line Illinois"Illinois”), BLPG, Inc. (a Nevada corporation; "Blue“Blue Line Nevada"Nevada”), Blue Line Protection Group (Washington), Inc. (a Washington corporation; "Blue“Blue Line Washington"Washington”). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the "Company."“Company.”

7

Basis of presentation

The financial statements present the balance sheets, statements of operations, stockholder'sstockholder’s equity (deficit) and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.


The Company has adopted December 31 as its fiscal year end.

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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents


The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2017March 31, 2020 and December 31, 2016.


2019.

Accounts receivable


Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company'sCompany’s best estimate of the amount of probable credit losses in the Company'sCompany’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.


Allowance for uncollectible accounts


The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no allowance for doubtful customer receivables at September 30, 2017March 31, 2020 and December 31, 2016.

2019.

7


Property and equipment

Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Automotive Vehicles5 years
Furniture and Equipment7 years
Buildings and Improvements15 years

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as September 30, 2017March 31, 2020 and December 31, 2016.  

2019. Depreciation expense for the three months ended March 31, 2020 and March 31, 2019, is $28,180 and $31,082, respectively.

Impairment of long-lived assets

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, "Accounting“Accounting for the Impairment or Disposal of Long-Lived Assets." ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset'sasset’s carrying value and its fair value or disposable value. As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the Company determined that none of its long-term assets were impaired.

Concentration of business and credit risk


The Company has no significant off-balance sheet riskrisks such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company'sCompany’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits.


The Company had 5three major customers which generated approximately 64% (25%19%, 14% and 10%, 9%, 8% and 8%)respectively, for a total of approximately 43% of total revenue in the ninethree months ended September 30, 2017.


March 31, 2020.

The Company had 5one major customerscustomer which generated approximately 63% (23%, 15%, 9%, 9% and 7%)18% of total revenue in the ninethree months ended September 30, 2016.

March 31, 2019.

Related party transactions


FASB ASC 850, "Related“Related Party Disclosures"Disclosures” requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer.

8


Fair value of financial instruments

The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.


As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.


The three levels of the fair value hierarchy are described below:


Level 1:Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2:Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3:Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of March 31, 2020 and December 31, 2019:

March 31, 2020

  Amount  Level 1  Level 2  Level 3 
Embedded conversion derivative liability $1,455,129  $-  $-  $1,455,129 
Warrant derivative liabilities $282  $-  $-  $282 
Total $1,455,411  $-  $-  $1,455,411 

December 31, 2019

  Amount  Level 1  Level 2  Level 3 
Embedded conversion derivative liability $1,169,515  $-  $-  $1,695,515 
Warrant derivative liabilities $545  $-  $-  $545 
Total $1,170,060  $-  $-  $1,170,060 

The embedded conversion feature in the convertible debt instruments that the Company issued, that became convertible qualified them as derivative instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of Black Scholes option-pricing model (See Note 8).

Revenue recognition


Recognition

The Company recognizes revenue when alldelivery of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following conditions are satisfied: (1) therefive steps:

Identify the contract with the customer;
Identify the performance obligations in the contract;

Determine the transaction price;
Allocate the transaction price to the performance obligations in the contract; and
Recognize revenue when, or as, the performance obligations are satisfied.

We generate substantially all our revenue from providing services to customers. The Company records revenue with the 5 steps above have been completed.

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The Company adopted the standard using the modified retrospective approach effective January 1, 2018.

The Company adopted these standards at the beginning of the first quarter of fiscal 2018 using the modified retrospective method. The adoption of these standards did not have an impact on the Company’s Statements of Operations in for the year ended December 31, 2018.

In general, the Company’s business segmentation is persuasive evidence of an arrangement; (2) the service has been providedaligned according to the customer; (3)nature and economic characteristics. Revenue is characterized by several lines of services and typically the amountpricing is fixed.

Three months ended March 31,
Revenue Breakdown by Streams 2020  2019 
Service: Guards $-  $267,734 
Service: Transportation  518,728   22,865 
Service: Currency Processing  458,667   355,237 
Service: Compliance  14,067   12,248 
Other  -   525 
Total $991,462  $928,609 

As of fees to be paid byDecember 31, 2019 the customer is fixed or determinable; and (4) the collection ofCompany discontinued its fees is reasonably assured.

Other Income

The Company received a reimbursement of $72,890 from its insurance company for damages caused by a hail storm during the nine months ended September 30, 2017.

Service-Guards segment.

Advertising costs


The Company expenses all costs of advertising as incurred. There were $2,663, $7,209 $1,933$3,075 and $9,156$3,770 in advertising costs for the three and nine months ended September 30, 2017March 31, 2020 and 2016,2019, respectively.


General and administrative expenses


The significant components of general and administrative expenses consist mainly of legalrent and professional feescompensation.

Share-Based Compensation

Share-based compensation expense is recorded as a result of stock options granted in return for services rendered. Previously, the share-based payment arrangements with employees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and compensation.

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Stock-based compensation

services are accounted for under ASC 505-50. ASC 505-50 differs significantly from ASC 718. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The Company records stock-basedhas adopted the new standard and has made some adjustment with regard to the share-based compensation in accordance with FASB ASC Topic 718, "Compensation – Stock Compensation." FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value atcosts. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments is generally fixed on the grant date and recognize the expense overoptions are no longer revalued on each reporting date. The expenses related to the employee's requisite service period.share-based compensation are recognized on each reporting date. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 505-50, "Equity-Based Payments to Non-Employees", which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustmentamount is calculated as the underlying equity instruments vest.
difference between total expenses incurred and the total expenses already recognized.

(Redundant. See next page)

Cost of Revenue


The Company'sCompany’s cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically purposed for the benefit of the Company'sCompany’s client.


Basic and Diluted Earnings per share


Net loss per share is provided in accordance with FASB ASC 260-10, "Earnings“Earnings per Share"Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.


For the periods presented all common stock equivalents were excluded from the calculation of diluted loss per share as their effect would be anti-dilutive.

Dividends


The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.


Income Taxes


The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.


Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

Recent Pronouncements


In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee'slessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee'slessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will bewas effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently reviewingelected the provisionspractical expedient under ASU 2018-11 “Leases: Targeted Improvements” which allows the Company to apply the transition provision for Topic 842 at the Company’s adoption date instead of this ASUat the earliest comparative period presented in the financial statements. Therefore, the Company recognized and measured leases existing at January 1, 2019 but without retrospective application. Therefore, there was no impact recorded to determine if there will be any impact on our results of operations, cash flowsbeginning retained earnings or financial condition.

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In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which relates to the accounting for employee share-based payments. This standard addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this standard as of December 31, 2016. The adoption of this standard had no effect on our results of operation, cash flows, other than presentation, or financial condition.
In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations cash flows or financial condition.
In April 2016, the FASB issued ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments" ASU 2016 - provides guidance regarding the classification of certain items within the statement of cash flows.  ASU 2016-15 is effective for annual periods beginning after December 15, 2017, with early adoption permitted.  The Company does not believe this ASU will have an impact on our results of operation, cash flows, other than presentation, or financial condition.
On November 17, 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash", a consensus of the FASB's Emerging Issues Task Force (the "Task Force"). The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. ASU No. 2016-18 is effective for public business entities for fiscal years beginning after December 15, 2017. The Company does not believe this ASU will have an impact on our results of operation, cash flows, other than presentation, or financial condition

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

Note 3 – Going concern


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a net loss, of $982,807 for the nine months ended September30, 2017, accumulated deficit of $7,954,597 and had a working capital deficit of $2,216,106 as of September 30, 2017.March 31, 2020. These conditions raise substantial doubt about the Company'sCompany’s ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty.

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Note 4 – Commitments and contingencies

Contingencies


On December 28, 2015 Patrick Deparini, the Company's former CFO resigned. Mr. Deparini purports his resignation was made pursuant to a termination clause for other than cause if he is required to undertake other responsibilities other then set forth in his employment agreement. Mr., Deparini claims through the date of his resignation he is owed a total of $154,000 in unreimbursed compensation, $575 in accrued authorized expenses and the remaining balance of his base salary as defined in the employment agreement in the amount of $179,000. As of December 31, 2016 and 2015 the Company has accrued a total of $125,575 contingent liabilities On February 6, 2017, The Company received a Notification of Wage Claim from the State of Nevada Department of Business & Industry Office of the Labor Commissioner stating that Patrick Deparini had filed a claim for unpaid wages with the Office of the Labor Commissioner (the "Commissioner").  The notification states that Mr. Deparini maintains he was not paid for all hours worked between February 3, 3015 and December 28, 2015 for a total amount owed of $99,000.  The Company disputed Mr. Deparini's claim with the Commissioner and responded by explaining to the Commissioner that Mr. Deparini improperly categorized his dispute with the Company as a wage claim, which it is not.   If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will defend the litigation.

On November 6, 2015, Daniel Sullivan sent a wage claim demand. Mr. Sullivan purports to have had an Independent Contractor Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand claims unpaid compensation in the amount of $8,055 and unreimbursed expenses in the amount of $154,409. The Company denies the agreement was ever signed. As of September 30, 2017March 31, 2020 and December 31, 20162019 the Company accrued a total of $88,968$34,346 and $34,346, respectively of contingent liabilities. If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will defend the litigation.

any claims by Mr. Sullivan.

Mile High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence stating the Mr. Sullivan and/or Mile High Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building remodeling in the amount of $98,150. Counsel for Mr. Sullivan stated that he was still compiling information. The Company is investigating whether Mr. Sullivan and/or Mile High Real Estate Group ever made the alleged loans. If the alleged loan was actually made, theThe Company will seek an out-of-court settlement.defend any claims of Mile High Real Estate Group. As of September 30, 2017March 31, 2020 and December 31, 20162019 the Company accrued a total of $98,150.

On April 14, 2016, the Company entered into an agreement with an unrelated third party to provide the Company with investor relations services. Upon signing the agreement, the Company paid the investor relations consultant $75,000 and agreed to issue the consultant 1,500,000 shares of its restricted common stock. The agreement requires the Company to pay the consultant an additional $75,000 prior to June 14, 2016. The Company cancelled the agreement and is of the opinion that the shares are not owed to the consultant. As of September 30, 2017March 31, 2020 and December 31, 20162019 there was no payable recorded.

 Leases
On February 15, 2014

During the three months ended March 31, 2020 the Company entered intorecorded a sublease agreementgain of $4,500 for approximately 2,000 square feetsettlement of office space on a monthvendor payable.

Finance leases

On April 25, 2018, the Company recorded finance lease obligation for a leased a vehicle for $38,388. The Company made a down payment of $7,500 and agreed to month basis contingentmake 36 monthly payment of $1,015.78 including sales tax. The Company recognized this arrangement as a finance lease based on the lessor's masterdetermination that the lease exceeded 75% of the economic life of the underlying assets

On August 16, 2018, the Company recorded finance lease obligation for a leased a vehicle for $58,476. The Company made a down payment of $20,000 and an additional $10,000 for delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,265.30, including sales tax. The Company recognized this arrangement as a finance lease based on the premises.determination that the lease exceeded 75% of the economic life of the underlying assets

On August 16, 2018, the Company recorded finance lease obligation for a leased a vehicle for $58,476. The Company made a down payment of $20,000 and an additional $10,000 for delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,265.30, including sales tax. The Company recognized this arrangement as a finance lease amount adjusts yearlybased on the determination that the lease exceeded 75% of the economic life of the underlying assets

On March 1, 2019, the Company recorded finance lease obligation for a leased a vehicle for $64,354. The Company made a down payment of $30,000 for delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,129.76, including sales tax. The Company recognized this arrangement as a finance lease based on the currentdetermination that the lease is $1,614 per month.

exceeded 75% of the economic life of the underlying assets

Future minimum lease payments as of March 31, 2020:
2020 $44,415 
2021  30,338 
2022 and thereafter  2,260 
Total minimum lease payments $77,013 

Operating Leases

On October 27, 2016 the Company sold its building located at 5765 Logan Street Denver, Colorado to an unrelated third party for $1,400,000. The Company repaid the mortgage on the building in the amount of $677,681. After the sale, the Company leased the building from the purchaser of the property. The lease is for an initial term of ten years, with the Company having the option to extend the term of the lease for two additional five yearfive-year periods. The lease requires rental payments of $10,000 per month and will increase 2% annually. The Company paid a $30,000 deposit at the inception of the lease

On May 29, 2018 the Company leased a building located at 4328 E. Magnolia Street, Phoenix, Arizona. The lease is for an initial term of one years, with the Company having the option to extend the term of the lease for additional four year periods. The lease requires rental payments of $3,880 per month and will increase 2% annually. The Company paid a $4,369 deposit at the inception of the lease.

On January 22, 2019 the Company leased a building located at 7490 Bridgewater Road, Huber Heights, Ohio the lease is for an initial term of 63 months. The lease requires rental payments of $3,200 per month and will increase to $3,400 between months 28 through 63. The Company paid a $3,200 deposit at the inception of the lease

The Company adopted ASC 842 and recorded right of use asset and operating lease liability of $1,082,241. The company used 12% as incremental borrowing rate as is the average interest rate of the company’s outstanding third party note. The lease agreement gives the Company the option to renew it for two additional 5 year terms but the Company did not consider it likely to exercise that option. Therefore, the company did not include such amounts in its computations of the present value of remaining lease payment on adoption date.

Supplemental balance sheet information related to leases is as follows:

Operating Leases Classification March 31, 2020 
Right-of-use assets Operating right of use assets $831,115 
       
Current lease liabilities Current operating lease liabilities  119,135 
Non-current lease liabilities Long-term operating lease liabilities  754,288 
Total lease liabilities   $873,423 

Lease term and discount rate were as follows:

March 31, 2020
Weighted average remaining lease term (years)5.00
Weighted average discount rate12%

The following summarizes lease expenses for the year ended March 31, 2020:

Finance lease expenses:

Depreciation/amortization expense $28,311 
Interest on lease liabilities  26,745 
Finance lease expense $55,056 

Supplemental disclosures of cash flow information related to leases were as follows:

  March 31, 2020 
Cash paid for operating lease liabilities $28,311 
Operating right of use assets obtained in exchange for operating lease liabilities $- 

Maturities of lease liabilities were as follows as of March 31, 2020:

  Operating Leases 
    
2020 $161,531 
2021  222,067 
2022  227,253 
2023  199,098 
2024  155,531 
2025  141,302 
2026  107,558 
Total  1,214,340 
Less: Imputed interest  (340,917)
Present value of lease liabilities $873,423 

December 31, 2019

Operating Leases Classification December 31, 2019 
Right-of-use assets Operating right of use assets $859,426 
       
Current lease liabilities Current operating lease liabilities  114,653 
Non-current lease liabilities Long-term operating lease liabilities  785,802 
Total lease liabilities   $900,455 

Lease term and discount rate were as follows:

December 31, 2019
Weighted average remaining lease term (years)5.26
Weighted average discount rate12%

The following summarizes lease expenses for the year ended December 31, 2019:

Finance lease expenses:

Depreciation/amortization expense $189,290 
Interest on lease liabilities  6,009 
Finance lease expense $195,299 

Supplemental disclosures of cash flow information related to leases were as follows:

  December 31, 2019 
Cash paid for operating lease liabilities $155,549 
Operating right of use assets obtained in exchange for operating lease liabilities $1,082,241 

Maturities of lease liabilities were as follows as of December 31, 2019:

  Operating Leases 
    
2020 $216,587 
2021  222,067 
2022  227,253 
2023  199,098 
2024  155,531 
2025  141,302 
2026  107,558 
Total  1,269,396 
Less: Imputed interest  (368,941)
Present value of lease liabilities $900,455 

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Future minimum lease payments:
   
2017 $30,050 
2018  122,604 
2019  125,056 
2020  127,557 
2021  130,108 
2022 and thereafter  654,539 
Total minimum lease payments $1,189,914 

Note 5 – Fixed assets and construction in progress

Machinery and equipment consisted of the following at:

 September 30, December 31, 
 2017 2016 
     
Automotive vehicles $194,882  $194,882 
Furniture and equipment  54,904   53,314 
Fixed assets, total  249,786   248,196 
Total : accumulated depreciation  (151,088)  (115,309)
Fixed assets, net $98,698  $132,887 
Depreciation expense

  March 31, 2020  December 31, 2019 
       
Automotive vehicles $381,844  $381,844 
Furniture and equipment  85,435   85,435 
Machinery and Equipment  135,706   135,706 
Leasehold improvements  105,714   105,714 
Fixed assets, total  708,699   708,699 
Total : accumulated depreciation  (353,465)  (325,285)
Fixed assets, net $355,234  $383,414 

Total depreciation expenses for the three and nine months ended September 30, 2017March 31, 2020 and 2016 totaled $11,801, $35,779, $24,724March 31, 2019 were $28,120 and $51,105,$31,082, respectively.


Note 6 – Notes payable


Notes payable to non-related parties


During February 2015, the Company borrowed $50,000 from a non-affiliated person. The loan is due and payable on April 6, 2015 and is now payable on demand with interest at 10% per annum. As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the principal balance owed on this loan was $50,000 and $50,000, respectively.


The note is currently past due.

During April 2015, the Company borrowed $25,000 from a non-affiliated person. The loan is due and payable May 1, 2015 with interest at 6% per year and has a 5% per month penalty upon default. As of September 30, 2017March 31, 2920 and December 31, 2016,2019, the principal balance owed on this loan was $25,000 and $25,000, respectively. The note is currently past due.


On January 5, 2016, the Company borrowed $10,000 from a non-affiliated person. The loan was due and payable on January 5, 2017 and bore interest at 5% per annum.annum and has a 5% per month penalty upon default. The principal balance owed on this loan at September 30, 2017March 31, 2020 and December 31, 20162019 was $10,000 and $10,000, respectively. The note is currently past due.

On September 21, 2016,May 15, 2019 the Company borrowed $100,000 fromentered in a non-affiliated person.  The12% promissory loan was due and payable on December 21, 2016 and bore interest at 60% per year.  The lender extended the loan and waived the default fee of 120%.  The loan was repaid on February 15, 2017.   The Company paid $5,000 in fees in connection with this loan in 2016.  As of September 30, 2017 and December 31, 2016, the principal balance owed on this loan was $0 and $100,000, respectively.

On April 13, 2017 the Company signed a Merchant Agreement with a lender. Under the agreement the Company received $63,700 in exchange for rights to all customer receipts until the lender is paid $89,700, which is collected at the rate of $11,213 per month with 15% interest per year. The Company recorded a debt discount of $26,000 and recorded $16,250 amortization expenseHelix Funding, LLC for the nine months ended September 30, 2017. AsPrinciple amount of September 30, 2017 the unamortized discount was $9,750 and outstanding loan amount was $33,638.$100,000. The Company repaid a total of $56,063 during the nine months ended September 30, 2017,note matures on November 1, 2019. The payments were secured by second position rights to all customer receipts until the loan has been paid in full.
13


On August 24, 2017 the Company signed a Merchant Agreement with a lender. Under the agreement the Company received $69,000 in exchange for rights to all customer receipts until the lendernote is paid $88,000 which is collected at the rate of $410.71 per day with 15% interest per year. The Company recorded a debt discount of $19,000 and recorded $2,262 amortization expense for the nine months ended September 30, 2017. As of September 30, 2017 the unamortized discount was $16,738 and outstanding loan amount was $60,785. The Company repaid a total of $8,215 during the nine months ended September 30, 2017, The payments were secured by second position rights to all customer receipts until the loan has been paid in full.
currently past due.

Convertible notes payable to non-related party

On January 4,October 18, 2017, the Company borrowed $125,000$150,000 from an unrelated third party. The Company paid $15,250 of fees associated with the loan, which was recorded as discount and to be amortized over the term of the debt and was fully amortized as of December 31, 2018. The loan bears interest at a rate of 10% (default interest 24%) and has a maturity date of October 28, 2017July 16, 2018. The Holder has the option to convert the outstanding principal and bearsaccrued interest atinto common stock of the rateCompany. The conversion price is the lesser of 8% per year.(1) lowest trading price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 days prior to conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. During the year ended December 31, 2018 the Company paid $150,000 to extend the maturity date until May 11, 2019. During the year months ended December 31, 2019 the Company paid an $75,000 of extension fees. The note was discounted for a derivative (see note 8 for details) and the discount of $134,750 is being amortized over the life of the note using the effective interest method which was fully amortized as of December 31, 2018. During the year ended December 31, 2019 the holder converted $39,478 of accrued interest into 217,882,455 shares of common stock resulting in a loss of $61,624. As of March 31, 2020 and December 31, 2019 the balance outstanding on the loan is $150,000.

On January 2, 2018 the Company borrowed $30,000 from an unrelated third party. The Company paid $2,000 of fees associated with the loan which was fullyand the Company amortized during the nine months ended September 30, 2017. If the$1,989 as of December 31, 2018. The loan is not paid when due, any unpaid amount will bearhas a maturity date of January 2, 2019 and bears interest at 22% per year.the rate of 12% (default interest lesser of 15% or maximum permitted by law). The Lender is entitled, at itsconversion Feature Convertible immediately after the issuance, the Holder has the option at any time after July 3, 2017, (180 days from date of the note) to convert all or any part of the outstanding and unpaid principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. The note was discounted for a derivative (see note 8 for details) and the discount of $28,000 is being amortized over the life of the note using the effective interest method resulting in $27,847 of interest expense for the year ended December 31, 2018. On February 24, 2019, the remaining balance of the note payable in the amount of $9,373, fees of $500 and accrued interest of $2,625 were converted into 18,380,000 shares of common stock. During the Company's common stock at a price per share equal to 58% of the average of the five lowest trading prices for the 25 trading days immediately preceding the conversion date. On July 13, 2017,year ended December 31, 2019 the Company paid total $173,901 including prepayment penaltyrecorded amortization expense of $164 and interest expense. The Note was in default for 10 days prior to its repayment. The Company did not record a derivative as it would have been immaterial to the financial statements.

loss on conversion of $10,527.

On April 13, 2017January 25, 2018 the Company borrowed $65,500$150,000 from an unrelated third party. The Company paid $7,500 of fees associated with the loan, which was recorded as discount and to be amortized over the term of the debt the Company amortized $6,986 as of December 31, 2018. The loan has a maturity date of January 25, 20182019 and bears interest at the rate of 8% per year.  The Company paid $3,500 of fees associate with the loan, which was fully amortized during the nine months ended September 30, 2017. If the loan is not paid when due, any unpaid amount will bear interest at 21% per year.  The Lender is entitled, at its option, at any time after October 10, 2017 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company's common stock at a price per share equal to 58% of the average of the five lowest trading prices for the 25 trading days immediately preceding the conversion date. The note is not convertible as of September 30, 2017, therefore no derivatives were recorded. The balance outstanding on the note at September 30, 2017 is $65,500.

On July 1, 2017 the Company borrowed $125,000 from an unrelated third party.  The loan has a maturity date of April 30, 2018 and bears interest at the rate of 8% per year.  The Company paid $3,000 of fees associated with the loan, which was fully amortized during the nine months ended September 30, 2017. If the loan is not paid when due, any unpaid amount will bear interest at 22% per year.  The Lender is entitled, at its option, at any time after January 14, 2018, (180 days from date of the note) to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company's common stock at a price per share equal to 58% of the average of the five lowest trading prices for the 25 trading days immediately preceding the conversion date. The note is not convertible as of September 30, 2017, therefore no derivatives were recorded.  The balance outstanding on the note at September 30, 2017 is $125,000.
On August 24, 2017 the Company borrowed $58,500 from an unrelated third party.  The loan has a maturity date of May 30, 2018 and bears interest at the rate of 8%12% per year. If the loan is not paid when due, any unpaid amount will bear interest at 21%18% per year. The Lender is entitled, at its option, at any time after February 20,July 24, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company'sCompany’s common stock at a price per share equal to 58%55% of the average of the five lowest trading pricesprice for the 2520 trading days immediately preceding the conversion date. On July 24, 2018, the Company recorded a discount of $142,500 and recorded day one loss due to derivative of $74,900 As during the year ended December 31, 2018 the principal of $85,149 converted into a total of 33,375,972 shares of common stock. During the year ended December 31, 2019 the remaining balance of $64,881 and accrued interest was converted into a total of 104,466,022 shares of common stock. The Company also recorded amortization of debt discount (from derivative) of $132,740 during the year ended December 31, 2018. During the year ended December 31, 2019 the Company recorded amortization expense of $9,863. The conversion resulted in a loss of $2,532.

On March 21, 2018, the Company borrowed $45,000 from an unrelated third party. The Company paid $4,500 of fees associated with the loan and had amortized $3,514 of the costs as of December 31, 2018. The note bears an interest rate: 12% (default interest lesser of 15% or maximum permitted by law) and matures on March 21, 2019. The conversion Feature Convertible immediately after the issuance, the Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. Covenants: The Borrower shall not, convertible aswithout the Holder’s consent, sell, lease or dispose of September 30, 2017, therefore no derivativesany significant portion of its assets outside the ordinary course of business. The note was discounted for a derivative (see note 8 for details) and the discount of $40,500 is being amortized over the life of the note using the effective interest method resulting in $31,623 of interest expense for the year ended December 31, 2018. During the year ended December 31, 2019 $23,223 of principle and interest were recorded. Theconverted into 84,160,250 shares of common stock resulting in a loss of $32,858. During the year ended December 31, 2019 the Company recorded amortization expense of $9,863. As of March 31, 2020 and December 31, 2019 there was a balance outstandingremaining on the note at September 30, 2017 is $58,500.

loan of $22,198.

During the three months ended March 31, 2020, the Company recognized amortization expense of $8,710 of discount from derivative liabilities.

During the three months ended March 31, 2019, the Company recognized amortization expense of $1,511 from deferred financing cost and amortization expense of $18,790 of discount from derivative liabilities.

14


Note 7 – Notes payable – related parties

On July 31, 2014, the Company borrowed $98,150 from an entity controlled by an officer and shareholder of the Company. The loan is due and payable on demand and bears no interest. As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the principal balance owed on this loan is $98,150 and $98,150, respectively.

As of December 31, 2014, a related party loaned the Company $10,000, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demand and bears no interest. During the year ended December 31, 2015 the Company borrowed an additional $20,000. During the nine months ended September 30, 2017 the Company borrowed and additional $158,863 and repaid $158,863. As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the principal balance owed on this loan was $30,000 and $30,000, respectively.

As of December 31, 2014, a related party loaned the Company $180,121, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demand and bears no interest. The Company repaid $125,500 towards this note during 2015 and as of September 30, 2017March 31, 2020 and December 31, 2016;2019; the principal balance owed on this loan was $54,621 and $54,621, respectively.

During 2015, the Company borrowed $43,575 from its former CFO and repaid $43,000 of the loan. The note is non-interest bearing, and due on demand. As of September 30, 2017 and December 31, 2016 the principal amount owed on this loan was $575.

During October 2015, the Company borrowed $30,000 from an entity controlled by an officer of the Company. The loan is due and payable on demand and is non-interest bearing. During the year ended December 31, 2016,2017, the Company repaid $135,000$251,363 and borrowed an additional $135,000$265,363 from the same related party. On March 10, 2020 the Company entered into an additional note payable in the amount of $102,665 for severance As of September 30, 2017March 31, 2020 and December 31, 2016,2019 the principal balance outstanding is $102,665 and $20,000, respectively.

During the year ended December 31, 2018 the Company repaid $121,500 and borrowed an additional $184,500 from the same related party. During year ended December 31, 2019 the Company borrowed an additional $22,500 and repaid a total of $49,500. During the three months ended March 31, 2020 the Company repaid $24,000 and borrowed an additional $24,000 from the same related party and reclassed $65,000 from accounts payable to a note payable. The Company recorded a loan of $10,665 on the transaction. As of March 31, 2020 and December 31, 2019, the principal balance owed on this loan was $30,000$102,665 and $30,000, respectively.

On July 7, 2016, the Company borrowed $73,000 from a related party. The loan was due and payable on July 7, 2017 and bore interest at 5% per annum. The principal balance owed on this loan at September 30, 2017 and December 31, 2016 was $73,000 and $73,000, respectively.  The holder of the note has agreed to extend the default date of the note to MarchSeptember 30, 2018.

As of and March 31, 2020 and December 31, 2019 the note is currently in default.

On August 8, 2016, the Company entered into ana promissory note with Hypur Inc., a Nevada Corporation, which is a related party, pursuant to which the Company to borrowborrowed $52,000. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower The loan was due and payable on August 10, 2017 and bore interest at 18% per annum. The principal balance owed on this loan at September 30, 2017March 31, 20120 and December 31, 20162019 was $52,000 and $52,000, respectively. The Note is currently in default at bears a default rate of interest of 24% per annum as part of the default terms of this note. Upon default, if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. The lender waivednotes are in default as of March 31, 2020 and December 31, 2019, but the conversion option through October 1, 2017 and so no derivative is required.

holder has agreed to waive the 150% redemption price default term.

On September 20, 2016, the Company borrowed $47,500 from Hypur Inc., which is a related party. The loan is due and payable on December 20, 2016 and bears interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the BorrowerBorrower. The principal balance owed on this loan at September 30, 2017March 31, 2020 and December 31, 20162019 was $47,500 and $47,500, respectively. The loan is currently past due and in default. The Note is currently in default at bears a default rate of interest of 24% per annum as part of the default terms of this note. Upon default, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. The lender waivednotes are in default as of March 31, 2020 and December 31, 2019, but the conversion option throughholder has agreed to waive the 150% redemption price default term.

On October 1, 2017 and so no derivative is required.

On July 13, 2017,29, 2018, the Company borrowed $150,000$100,000 from Hypur Inc., which is a related party. The loan is due and payable on July 17, 2017January 28, 2019 and bears interest at 18% per annum.  The Company repaid the loan prior to September 30, 2017.
In  July the Company issued convertible promissory note to UTES 1970 LLC  in the amount of  $23,901 the note bears Interest  at a rate: 18% (default interest 24%) and has a maturity date of July 30, 2017. If an Event of Default remains uncured after 30 days the Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Company atBorrower. Upon default the conversion price lowernote bears a default rate of $0.015 and 60%interest of 24% per annum as part of the closing pricedefault terms of this note. The principal balance owed on this loan at March 31, 2020 and December 31, 2019 was $100,000 and $100,000, respectively. The note was discounted for a derivative (see note 8 for details) and the discount of $89,350 is being amortized over the life of the Company'snote using the effective interest method resulting in $89,350 of interest expense for the year ended December 31, 2019. As of March 31, 2020 December 31, 2019 the note is currently in default.

On November 21, 2018, the Company borrowed $70,000 from Hypur Inc., which is a related party. The loan is due and payable on February 19, 2019 and bears interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the day prior to the Conversion. The Company fully paid offBorrower. Upon default the note priorbears a default rate of interest of 24% per annum as part of the default terms of this note. The principal balance owed on this loan at March 31, 2020 and December 31, 2019 was $70,000 and $70,000, respectively. The note was discounted for a derivative (see note 8 for details) and the discount of $55,830 is being amortized over the life of the note using the effective interest method resulting in $55,830 of interest expense for the year ended December 31, 2019. As of March 31, 2020 December 31, 2019 the note is currently in default.

On November 26, 2018, the Company borrowed $75,000 from Hypur Inc., which is a related party. The loan is due and payable on February 24, 2019 and bears interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to the maturity date and as of September 30, 2017,convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower. Upon default the note bears a default rate of interest of 24% per annum as part of the default terms of this note. The principal balance owed on this loan at March 31, 2020 and December 31, 2019 was $75,000 and $75.000, respectively. The note was discounted for a derivative (see note 8 for details) and the discount of $58,913 is being amortized over the life of the note using the effective interest method resulting in $58,913 of interest expense for the year ended December 31, 2019. As of March 31, 2020 and December 31, 2019 the Note is currently in default.

On May 10, 2019, the Company borrowed $75,000 from Hypur Inc., which is a related party. The loan is zero.

due and payable on May 12, 2020 and bears interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower. Upon default the note bears a default rate of interest of 24% per annum as part of the default terms of this note. The principal balance owed on this loan at March 31, 2020 and December 31, 2019 was $75,000.

On September 3, 2019, the Company borrowed $21,000 from Hypur Inc., which is a related party. The loan is due and payable on December 3, 2019 and bears interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower. Upon default the note bears a default rate of interest of 24% per annum as part of the default terms of this note. The principal balance owed on this loan at March 31, 2020 and December 31, 2019 was $21,000.

15



Convertible notes payable to related party

In November 2015, the Company entered into an arrangement with a related party, whereby the Company borrowed $25,000 in Convertible Notes. The Convertible Note bears interest at a rate of 5% per annum and payable quarterly in arrears and matures twelve months from the date of issuance, and is convertible into shares of the Company'sCompany’s common stock at a per share conversion price equal to $0.025 the$0.025. The note was due on November 4, 2016. In December 2015 the lender loaned the Company an additional $20,000 with same terms except that it is payable upon demand. As of September 30 2017March 31, 2020 and December 31, 2016,2019, the Company owed a total of $45,000 and $45,000, respectively. The holder of the note has agreed to extend the default date of the note to MarchSeptember 30, 2018.

As of March 31, 202 and December 31, 2019 the note is currently in default.

In July 2015, the Company entered into an arrangement with a related party, whereby the Company could borrow up to $500,000 in Convertible Notes. The Convertible Note bears interest at a rate of 5% per annum and payable quarterly in arrears and matures twelve months from the date of issuance, and is convertible into shares of the Company'sCompany’s common stock at a per share conversion price equal to $0.025. Upon the occurrence and during the continuation of an event of default, the holder may require the Company to redeem all or any portion of this Note in cash at a price equal to 150% of the principal amount. During the nine monthsyear ended September 30,December 31, 2017, the Company borrowed an additional $110,000. As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the Company owed a total of $500,000 and $390,000, respectively. As of September 30, 2017 and December 31, 2016 there is a total of $390,000 and $390,000 of the notes are past due,$500,000, respectively. Since the debt holder has not elect the right to require the Company to redeem the note at a price equal to 150% of the principal amount, the terms stated prior to maturity are still in effect. The holder has waived the default term and the note is not considered to be in default as of September30, 2017.

March 31, 2020 and December 31, 2019.

On September 1, 2016, the Company entered into, an convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the "Hypur Ventures"“Hypur Ventures”) which is a related party pursuant to which the Company to borrow $75,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at September 30, 2017March 31, 2020 and December 31, 20162019 was $75,000 and $75,000, respectively. Upon default, the note bears a default rate of interest of 24%15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. The holderAs of March 31, 2020, Hyper has waived the default term and agreed to extend the default date to March 31, 2018.

provision.

On October 14, 2016, the Company entered into, an convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the "Hypur Ventures"“Hypur Ventures”) which isand a related party, pursuant to which the Company to borrowborrowed $100,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at September 30, 2017March 31, 2020 and December 31, 20162019 was $100,000 and $100,000, respectively. Upon default, the note bears a default rate of interest of 24%15% per annum,, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. The holder As of March 31, 2020, Hyper has waived the default term and agreed to extend the default date to March 31, 2018.

provision.

On March 7, 2017, the Company borrowed $100,000 from Hypur Ventures, L.P., a related party. The loan is due 180 days from March 7, 2017 and bears interest at 10% per annum. The loan is convertible into shares of the Company'sCompany’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company'sCompany’s common stock if the price of the Company'sCompany’s common stock is over $.50 per share during any ten-day period. The principal balance owed on this loan at September 30, 2017March 31, 2020 and December 31, 2019 was $100,000.$100,000 and $100,000 respectively. Upon default, the note bears a default rate of interest of 24%15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. The holderAs of March 31, 2020, Hyper has waived the default term and agreed to extend the default date to March 31, 2018.

16

provision.

On May 26, 2017, the Company borrowed $100,000 from CGDK, a related party. The loan is due 360 days from May 26, 2017 and bears interest at 5% per annum. The loan is convertible into shares of the Company'sCompany’s common stock at a price of $.025 per share. The loan will automatically convert into shares of the Company'sCompany’s common stock if the price of the Company'sCompany’s common stock is over $.25 per share during any ten-day period. The principal balance owed on this loan at September 30, 2017March 31, 2020 and December 31, 2019 was $100,000.

$100,000 and $100,000, respectively. As of March 31, 2020 and December 31, 2019 the note was currently in default.

On July 13, 2017, the Company borrowed $150,000 from CGDK, a related party. The loan is due 360 days from July 13, 2017, and bears interest at 5% per annum. The loan is convertible into shares of the Company'sCompany’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company'sCompany’s common stock if the price of the Company'sCompany’s common stock is over $.25 per share during any ten-day period. The principal balance owed on this loan at September 30, 2017March 31, 2020 and December 31, 2019 was $150,000.

The conversion feature has been waved through October 15, 2019. As of March 31, 2020 and December 31, 2019, the note is currently in default.

On April 13, 2018, the Company borrowed $130,000 from CGDK, a related party. The loan is due 360 days from April 13, 2018, bears interest at 12% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.25 per share during any ten-day period. The Company evaluated the convertible note for possible embedded derivatives and concluded that none exist. However, the Company concluded a portion of the note should be allocated to additional paid-in capital as a beneficial conversion feature at the issuance date, since the conversion price on that date was lower than the fair market value of the underlying stock. Resultantly,recorded a discount of $249,440, of which $71,400 was recorded$101,272 due to derivative. The Company amortized $72,694 in debt discounts during the year ended December 31, 2018. The Company amortized $27,560 in debt discounts during the nine months ended September 30, 2017,2019. The principal balance owed on this loan at March 31, 2020 and December 31, 2019 is $130,000 and $130,000, respectively. On November 5, 2019 CGDK waived the default provision until April 13, 2020.

On June 14, 2018, the Company issued a $30,217 to CGDK, a related party, for previous expenses paid on behalf of the Company. The loan is due 360 days from June 18, 2018, bears interest at 12% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.25 per share during any ten-day period. The Company recorded a debt discount of $10,292 due to derivative. During the year ended December 31, 2018 the Company amortized $5,639 of the discount. The Company amortized $3,697 in debt discounts during the nine months ended December 31, 2019. The principal balance owed on this loan at March 31, 2020 and December 31, 2019 is $30,217 and $30,217, respectively. On November 5, 2019 CGDK waived the default provision until June 14, 2020.

On July 2, 2018, the Company borrowed $150,000 from CGDK, a related party. The loan is due July 2, 2019 and bears interest at 12% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.10 per share during any ten-day period or the trading volume of the Company’s common stock during these ten trading days was attributedat least 2,500,000 shares. The Company recorded a debt discount of $19,779 due to derivative. During the beneficial conversion featureyear ended December 31, 2018 the Company amortized $9,862 of the discount. The Company amortized $7,390 in debt discounts during the year ended December 31, 2019. The principal balance owed on this loan at March 31, 2020 and December 31, 2019 is $150,000 and $150,000, respectively. On November 5, 2019 CGDK waived the default provision until July 2, 2020.

On August 6, 2018, the Company borrowed $150,000 from CGDK, a related party. The loan is due July 2, 2019 and bears interest at 12% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.10 per share during any ten-day period or the trading volume of the Company’s common stock during these ten trading days was at least 2,500,000 shares. The Company recorded a debt discount of $20,095 due to derivative. During the year ended December 31, 2018 the Company amortized $8,093 of the discount. The Company amortized $7,793 in debt discounts during the year ended December 31, 2019. The principal balance owed on this loan at March 31, 2020 and December 31, 2019 is $150,000 and $150,000, respectively. On November 5, 2019 CGDK waived the default provision until August 6, 2020.

On January 18, 2019, the Company entered into, a convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party pursuant to which the Company to borrow $250,000. The loan was due 10 days from the date of issuance and bears interest at 18% per annum. The note is convertible into common stock at a price at the lower of $.0002 per share or 60% of the closing price of the common stock prior to conversion. Upon default, the note bears a default rate of interest of 24% per annum. The note was discounted for a derivative (see note 8 for details) and the discount of $167,079 is being amortized over the life of the note using the effective interest method resulting in $167,079 of interest expense for the year ended December 31, 2019. As of March 31, 2020 and December 31, 2019 the note is currently in default.

On March 5, 2019, the Company entered into, an convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which amount is being amortized througha related party pursuant to which the maturityCompany to borrow $50,000. The loan was due 10 days from the date of issuance and bears interest at 18% per annum. The note is convertible into common stock at a price at the note.lower of $.0002 per share or 60% of the closing price of the common stock prior to conversion. Upon default, the note bears a default rate of interest of 24% per annum. As of September 30, 2017March 31, 2020 and 2016, a total of $41,276 and $124,667, respectively has been amortized and recorded as interest expense, leaving a balance of $30,124 and $9,178December 31, 2019 the note is currently in discounts related to the beneficial conversion feature of this note. default.

The carrying amount of the convertible note, net of the unamortized debt discount, was $1,038,876 and $610,000 as of September 30, 2017at March 31, 2020 and December 31, 2016,2019 is $1,830,217 and $1,821,507, respectively.

Note 8 – Long term notes payable
On November 21, 2014, the Company purchased a vehicle for $20,827, net of discounts.  The Company financed the $20,827 Total unamortized debt discount at an interest rate of 2.42% for five years, with a maturity date of December 5, 2019.  As of September 30, 2017March 31, 2020 and December 31, 2016,2019 was $0 and $8,710, respectively.

On October 1, 2017, these notes were tainted by the total principal balancevariable conversion price notes and remained tainted as of December 31, 2019. The Company re-measured the fair value of derivative liabilities on March 31, 2020 and December 31, 2019. See Note 8.

NOTE 8 – Derivative Liability

The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability when the conversion option becomes effective.

The derivative liability in connection with the conversion feature of the noteconvertible debt is $10,733 and $12,801, respectively,measured using, level 3 inputs.

The change in the fair value of which $6,518 and $8,664derivative liabilities is considered a long-termas follows:

Balance - December 31, 2018 $727,332 
Addition of new derivative as a derivative loss    
Settlement of derivatives upon conversion  (292,611)
Debt discount from derivative liability  383,265 
Loss on change in fair value of the derivative  352,074 
Balance - December 31, 2019 $1,170,060 
Loss on change in fair value of the derivative  285,351 
Balance – March 31, 2020 $1,455,411 

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability and $4,215 and $4,137 is considered a current liability.

at each measurement date:

Three Months ended
March 31, 2020
Year ended
December 31, 2019
Expected term0.01 – 1.42 years0.01 – 1.67 years
Expected average volatility142% – 361.46%24.93% – 270.08%
Expected dividend yield--
Risk-free interest rate0.09% – 0.15%1.55% – 1.60%

Note 9 – Stockholders'Stockholders’ equity


The Company was originally authorized to issue 100,000,000 shares of common stock and 100,000,000 shares of preferred stock. On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the number of authorized shares increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and these notes thereto have been retroactively restated to reflect the forward stock split.


Common stock

During the year ended December 31, 2016, the Company entered two consulting agreements for business advisory services. During the year ended December 31, 20162019 the Company issued a total of 2,000,000424,888,727 shares of common stock tofor the consultant for business advisory services valued at $88,000.  The certificate for these shares was issued subsequent to December 31, 2016.

During the nine months ended September 30, 2016, the Company entered into a consulting agreement for business advisory services.conversion of $157,960 of convertibles loans, accrued interest, and fees. The Company issuedrecorded on a totalloss on conversion of 1,000,000 shares of common stock to the consultant for business advisory services valued at $17,500.  The certificate for these shares was issued subsequent to September 30, 2017.
$107,541.

17


Preferred stock

On May 3, 2016, the Company entered into, an agreement with Hypur Ventures, L.P., a Delaware limited partnership (the "Hypur Ventures"“Hypur Ventures”) which is a related party pursuant to which the Company sold to Hypur Ventures, in a private placement, 10,000,000 shares of the Company'sCompany’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for gross proceeds of $500,000. The shares of preferred stock are convertible into shares of the Company'sCompany’s common stock. The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Nevada Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $114,229. The beneficial conversion feature was fully amortized and recorded as a deemed dividend.

Between July and August of 2016 Hypur Ventures purchased an additional 10,000,000 shares of the Company'sCompany’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for net proceeds of $445,000, net of legal fees of $55,000. The shares of preferred stock are convertible into shares of the Company'sCompany’s common stock. The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Nevada Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it does not contain a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $0.The$0. The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company'sCompany’s common stock equals or exceeds $.50 per share over any consecutive twenty day trading period. The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock. The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, demand and piggy-back registration rights.

The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company'sCompany’s common stock equals or exceeds $.50 per share over any consecutive twenty day trading period. The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock. The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, demand and piggy-back registration rights.


The Company has reserved thirty million shares of common stock that may be issued upon the conversion and/or exercise of the preferred stock and the warrants. The preferred stock sold to Hypur Ventures will be subject to the terms and conditions of the Certificate of Designation, as well as further documentation to be drafted in accordance with the terms and conditions agreed upon between the Company and Hypur Ventures.


Note 10 – Options and warrants


Options


All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each option award is estimated using a Black-Scholes-Merton option valuation model. The Company has not paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model. Volatility is an estimate based on the calculated historical volatility of similar entities in industry, in size and in financial leverage, whose share prices are publicly available. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option award. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award.

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On December 28, 2016, the Company issued stock options to various offices and employees of the Company to purchase 7,950,000 shares of the Company’s common stock at an exercise price of $0.05 per share. The options vest immediately. The options carry a life of three years and have since expired.

During the nine monthsyear ended September 30, 2017December 31, 2018 a total of 26,666466,667 stock options were forfeited by various employees of the Company.

The following is a summary of the Company'sCompany’s stock option activity for the ninethree months September 30, 2017:

  
NumberOf
Shares
  
Weighted-Average
Exercise Price
 
       
Outstanding at December 31, 2016  24,753,405  $0.11 
Granted  -   - 
Exercised  -   - 
Expired  (146,667) $0.17 
Forfeited  (26,666) $0.15 
Outstanding at September 30, 2017  24,580,072  $0.11 
Options exercisable at December 31, 2016  20,000,484  $0.11 
Options exercisable at September 30, 2017  23,706,008  $0.11 
ended March 31, 2020 and year ended December, 31 2019:

  Number Of Shares  Weighted-Average
Exercise Price
 
       
Outstanding at December 31, 2018  24,011,738  $0.11 
Granted  -  $- 
Expired  -  $- 
Cancelled  -  $- 
Outstanding at December 31, 2019  24,011,738  $0.11 
Granted  -  $- 
Expired (1)  (7,950,000) $0.05 
Cancelled  -  $- 
Outstanding at March 31. 2020  16,061,738  $0.14 
Options exercisable at December 31, 2019  24,011,738  $0.11 
Options exercisable at March 31, 2020  16,061,738  $0.14 

The following tables summarize information about stock options outstanding and exercisable at September 30, 2017:

OPTIONS OUTSTANDING AND EXERCISABLE AT September 30, 2017 
Range of
Exercise Prices
 
Number of
Options
Outstanding
 
Weighted-Average
Remaining
Contractual
Life in Years
 
Weighted-
Average
Exercise Price
 Number Exercisable 
Weighted-
Average
Exercise Price
 
  0.035 – 1.00   24,580,072   2.55  $0.11   23,706,008  $0.11 
March 31, 2020 and December 31, 2019:

OPTIONS OUTSTANDING AND EXERCISABLE AT MARCH 31, 2020 
Range of
Exercise Prices
  Number of
Options
Outstanding
  Weighted-
Average
Remaining
Contractual Life
in Years
  Weighted-
Average
Exercise Price
  Number
Exercisable
  Weighted-
Average
Exercise Price
 
$0.034 – 1.00   16,061,738   .30  $0.11   10,061,738  $0.11 

OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2019 
Range of
Exercise Prices
  Number of
Options
Outstanding
  Weighted-
Average
Remaining
Contractual Life
in Years
  Weighted-
Average
Exercise Price
  Number
Exercisable
  Weighted-
Average
Exercise Price
 
$0.034 – 1.00   24,011,738   .30  $0.11   24,011,738  $0.11 

Total stock-based compensation expense in connection with options and modified awards recognized in the consolidated statement of operations for ninethree months ended September 30, 2017March 31, 2020 and 2016 was $59,525 and $57,006, respectively. The intrinsic value of stock options issued to related parties2019 was $0 at September 30, 2017.

and $0 respectively.

Warrants

The following is a summary of the Company'sCompany’s warrant activity for the periodthree months ended September 30, 2017:

  Number Of Shares  
Weighted-Average
Exercise Price
 
       
Outstanding at December 31, 2016  10,000,000  $0.10 
Granted  -  $- 
Exercised  -  $- 
Cancelled  -  $- 
Outstanding at September 30, 2017  10,000,000  $0.10 
Options exercisable at September 30, 2017  10,000,000  $0.10 
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March 31, 2020:

  Number Of Shares  Weighted-Average
Exercise Price
 
Outstanding at December 31, 2019  10,000,000  $0.10 
Granted  -  $- 
Exercised  -  $- 
Cancelled  -  $- 
Outstanding at March 31, 2020  10,000,000  $0.10 
Warrants exercisable at December 31, 2019  10,000,000  $0.10 
Warrants exercisable at March 31, 2020  10,000,000  $0.10 

The following tables summarize information about warrants outstanding and exercisable at September 30, 2017March 31, 2020 and December 31, 2016:

WARRANTS OUTSTANDING AND EXERCISABLE AT SEPTEMBER 30, 2017 
            
Range of
Exercise Prices
 
Number of
Options
Outstanding
 
Weighted-Average
Remaining
Contractual
Life in Years
 
Weighted-
Average
Exercise Price
 Number Exercisable 
Weighted-
Average
Exercise Price
 
 $0.10   10,000,000   3.74  $0.10   10,000,000  $0.10 
2019:

WARRANTS OUTSTANDING AND EXERCISABLE AT MARCH 31, 2020 
Range of Exercise
Prices
  Number of
Warrants
Outstanding
  Weighted-
Average
Remaining
Contractual Life
in Years
  Weighted-
Average
Exercise Price
  Number
Exercisable
  Weighted-
Average
Exercise Price
 
$0.10   10,000,000   1.32  $0.10   10,000,000  $0.10 

WARRANTS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2019 
Range of Exercise
Prices
  Number of
Warrants
Outstanding
  Weighted-
Average
Remaining
Contractual Life
in Years
  Weighted-
Average
Exercise Price
  Number
Exercisable
  Weighted-
Average
Exercise Price
 
$0.10   10,000,000   1.52  $0.10   10,000,000  $0.10 

Note 1112 – Subsequent Events

 On October 16, 2017 events

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued convertible promissory noteand has determined there are no additional events required to AUCTUS FUNDbe disclosed.

Os September 18, 2020 Crown Bridge Partners, LLC, converted notes payable in the amount of $150,000 the note bears Interest  at a rate: 10% (default interest 24%) and has a maturity date of July 16, 2018. the Holder has the option to convert the outstanding$2,980 principal and accrued interest$500 of fees into 29,000,000 shares of common stock of the Company. The Conversion Price is 50% of the lowest trading prices during the 25 Trading Day period prior to the Conversion. Covenants: The Borrower shall not, without the Holder's consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business.

On October 19, 2017 the Company and Power Up Lending Group Ltd entered into a Securities Purchase Agreement for a convertible note of $73,000. The note bears an Interest rate: 8% (default interest 22%) and matures on July 30, 2018.  The conversion Feature: Upon 180 days after the issuance, the Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 58% of the average of the lowest 3 trading prices during the 10 Trading Day period prior to the Conversion. Covenants: The Borrower shall not, without the Holder's consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business.
Between October 2, 2017 and November 13, 2017, the Company received aggregate advances of $126,380 from related parties which advances are due on demand and bear no interest.

20



PART I

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Report.


We were originally incorporated in Nevada on September 11, 2006, under the name The Engraving Masters, Inc. (the "Company"“Company”).


On May 2, 2014, we changed our name to Blue Line Protection Group, Inc.


On May 6, 2014, our directors approved a 14-for-1 forward stock split.  In connection with the stock split, our authorized capital increased to 1,400,000,000 shares of common stock.  All references to share and per share amounts in the consolidated financial statements and accompanying notes have been retroactively restated to reflect the forward stock split.

We provide armed protection and transportation, banking, compliance and training services for businesses engaged in the legal cannabis industry. During the ninethree months ended September 30, 2017, a majorityMarch 31, 2020, substantially all of our revenue was derived from armed protectiontransportation and transportationcurrency processing services.

It is estimated that the total market for marijuana, legal or otherwise, will exceed the economic value of corn and wheat combined. Marijuana is widely considered the largest cash crop in the United States. Businesses have been positioning themselves for years, each trying to establish a leadership position in the legal marijuana industry.


Cultivation facilities are the producers of legal cannabis that eventually make its way to consumers. Growers'Growers’ operations typically span a large geographic footprint, making them susceptible to theft, as are shipments from the growers to testing laboratories or to retail dispensaries. Additionally, due to current federal marijuana legislation and banking environment, growers are finding it increasingly difficult to secure their cash, purchase equipment and obtain financing for expansion.


Dispensaries are the retail face of the legal cannabis industry. All legal sales of cannabis products are transacted through dispensaries that are state-licensed. To maintain their licenses, dispensaries must comply with a variety of state-mandated reporting requirements, including reporting every gram of cannabis passing in and out of the store. Dispensaries also face financing and banking challenges similar to those that growers encounter.


In March 2015, our wholly-owned Nevada subsidiary, BLPG, Inc., was granted licenses to provide our services in Nevada.

We do not grow, test, transport or sell marijuana.


Armed Protection and Transportation


Fundamental to the legal cannabis industry is the protection of product and cash throughout the distribution channel. Growers ship product from their cultivation facilities to independent laboratories where it is tested for compliance with state-mandated parameters. From the labs, the product is then delivered to the retail dispensaries, where it is sold to the public.


Due to the current banking and regulatory environments, payments between each step in the distribution network are made in cash: from the customer back to the grower. Therefore, these businesses are forced into having to transport bags of money between growers and dispensaries and their own vaults or storage facilities.


The risk of theft of cash and product is present at every stage, even when they are not in transit. Accordingly, all cannabis businesses require security measures to prevent theft, mitigate risk to employees and maintain regulatory compliance.

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We began our security and protection operations in Colorado in February 2014. Since then, we have become the largest legal cannabis protection services company in the state. We offer a fully integrated approach to managing the movement of cannabis and cash from growers through dispensaries via armed and armored transport, money processing, vaulting and related credit. Money processing services generally include counting, sorting and wrapping currency.


We currently supply guards, protection and armed and armored transportation to approximately 60%

As of all the licensees in Colorado. We are focused on encompassing all compliance needs on behalf ofDecember 31, 2019 we discontinued our clients, as mandated by the State and Federal authorities for the protection, transport and sale of cannabis.


Service-Guards segment.

We also offer security monitoring, asset vaulting, and VIP and dignitary protection.


Results of Operations


Material changes in line items in our Statement of Operations for the three months ended September 30, 2017March 31, 2020 as compared to the same period last year, are discussed below:


  Increase (I) or  
Item
Decrease (D)
Reason
  
Revenue I Increase in cash processing and transportation services.customer
Gross profit, as a % of revenue I Higher revenue resulted in better economiesElimination of scale.guards
GeneralOperating expensesDReduction of staff and Administrative expensesoverhead
Gain on settlement of accounts payable
Interest expense
I
D
Settlement with a vendor on amounts owed
Reduction of debt
Loss on change in fair value of derivative securities I Increased insurance costs and increasesLess volatility in employee compensation.the price of our common stock
Material changes in line items in our Statement of Operations for the nine months ended September 30, 2017 as compared to the same period last year, are discussed below:
Increase (I) or
Item
 Decrease (D)
Reason
RevenueIIncrease in cash processing and transportation services.
Gross profit, as a % of revenueIHigher revenue resulted in better ec,onomies of scale.
General and Administrative expensesIIncreased insurance costs and increases in employee compensation.

Capital Resources and Liquidity


Our material sources and <uses> of cash during the ninethree months ended September 30, 2017March 31, 2020 and 20162019 were:

  
2017
  
2016
 
       
Cash used by operations $(683,078) $(1,029,503)
Purchase of equipment  (1,590)  (502,702)
Loan Proceeds  1,271,964   1,092,610 
Loan Payments  (663,974)  (687,568)
Sale of preferred stock  --   945,000 
Other  76,678   165,952 

  2020  2019 
       
Cash provided by < used in > operations $63,799   $<230,194>
Purchase of fixed assets  -     <56,602>
Cash overdraft          
Loan proceeds  24,000     390,000 
Loan payments  <35,699>    <70,747>

As of September 30, 2017November 25, 2020 we did not have any material capital commitments other than loan payments.

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Other than as disclosed above, we do not anticipate any material capital requirements for the twelve months ending September 30, 2018.


December 31, 2021.

Other than as disclosed above, we do not know of any:


trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way; or
any significant changes in our expected sources and uses of cash.

We do not have any commitments or arrangements from any person to provide us with any equity capital.


During the next twelve months, we anticipate that we will incur approximately $1,900,000$1,800,000 of general and administrative expenses in order to execute our current business plan. We also plan to incur significant sales, marketing, research and development expenses during the next 12 months. We must obtain additional financing to continue our operations. We may not be able to obtain additional funding on terms that are favorable to us or at all. We may not be able to obtain sufficient funding to continue our operations, or if we do receive funding, to generate adequate revenues in the future or to operate profitably in the future. These conditions raise substantial doubt about our ability to continue as a going concern.


Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.


Critical Accounting Policies


Management considers the following policies critical because they are both important to the portrayal of our financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.


Accounts receivable. Accounts receivable are stated at the amount we expect to collect from outstanding balances and do not bear interest. We provide for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates our accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.


Revenue recognition. As allIn May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of our Revenuegoods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of good or service, geography, market, type of contract, etc.) that depict how the nature, amount, timing, and uncertainty of revenue and cash flow are affected by economic factors. ASC 606-10-55-89 explains that the extent to which an entity’s revenue is generated from services offerings. Revenue recognition isdisaggregated depends on the samefacts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for each of our revenue streams.  We recognize revenue when alldisaggregating revenue. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of the following conditionsnew revenue standard by one year, and allowed entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The requirements for these standards relating to Topic 606 are satisfied: (1) there is persuasive evidenceeffective for interim and annual periods beginning after December 15, 2017. This standard permitted adoption using one of an arrangement; (2)two transition methods, either the service has been provided toretrospective or modified retrospective transition method.

We adopted these standards at the customer; (3)beginning of the amountfirst quarter of fees to be paid by the customer is fixed or determinable; and (4) the collection of its fees is reasonably assured.


Stock-based compensation.  We record stock based compensation in accordance with the guidance in ASC Topic 505 and 718, which requires us to recognize expenses related to the fair value of our employee stock option awards.  This eliminates accounting for share-based compensation transactionsfiscal 2018 using the intrinsic value and requires instead that such transactions be accountedmodified retrospective method. The adoption of these standards did not have an impact on our Statements of Operations for using a fair-value-based method.  We recognize the cost of all share-based awards on a graded vesting basis over the vesting period of the award. 
three months ended March 31, 2020.

We account for equity instruments issued in exchange for the receipt of goods or services from non-employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measureable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

23


ITEM 4. CONTROLS AND PROCEDURES


Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Financial Officer and Principal Executive Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission'sCommission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of September 30, 2017March 31, 2020 our disclosure controls and procedures were not effective due to the material weaknesses identified atduring the audit.


audit of our financial statements for the year ended December 31, 2019.

Change in Internal Control over Financial Reporting


Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.


PART II


ITEM 6. EXHIBITS


Exhibit
Number
No.
 Description of Exhibit
 
31.1Rule 13a-14(a) Certifications
 
 

30

24SIGNATURES


SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

BLUE LINE PROTECTION GROUP, INC.

   
November 20, 201725, 2020By:/s/ Daniel AllenEvan DeVoe
  Daniel Allen,Evan DeVoe, Principal Executive, Financial and
  Accounting Officer

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