UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 10-Q
(Mark one)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2021
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 333-208931
GLACIER WORLDWIDE, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | | 35-2539888 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
10390 Santa Monica Boulevard, Los Angeles, California 90025(Address of principal executive offices)
N/A
(Former name and former address of principal executive offices)
310-359-6791
(Issuer’s telephone number)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class | | Trading Symbol(s) | | Name of each Exchange on which Registered |
N/A | | N/A | | N/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 ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
Large, accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated Filer | ☒ | 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 7(a)(2)(B) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: As of May 13, 2022, there were outstanding 100,617,900 shares of the registrant’s common stock.
GLACIER WORLDWIDE, INC.
FORM 10-Q
March 31, 2021
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking statements include, among other things, statements relating to:
| ● | our goals and strategies; |
| | |
| ● | our future business development, financial condition and results of operations; |
| | |
| ● | our expectations regarding demand for, and market acceptance of, our products; |
| | |
| ● | our expectations regarding keeping and strengthening our relationships with merchants, manufacturers and end-users; and |
| | |
| ● | general economic and business conditions in the regions where we provide our services. |
Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GLACIER WORLDWIDE, INC.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Glacier Worldwide, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| | As of | | | As of | |
| | March 31, | | | December 31, | |
| | 2021 | | | 2020 | |
ASSETS | | | | | | |
Current Assets | | | | | | |
Cash | | $ | 0 | | | $ | 0 | |
Total current assets | | | 0 | | | | 0 | |
| | | | | | | | |
Total Assets | | $ | 0 | | | $ | 0 | |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | | 140,444 | | | | 127,283 | |
Due to related party | | | 2,823 | | | | 2,500 | |
Total current liabilities | | | 143,267 | | | | 129,783 | |
| | | | | | | | |
Total Liabilities | | | 143,267 | | | | 129,783 | |
| | | | | | | | |
Stockholders' Deficit | | | | | | | | |
Series A Preferred stock: 10,000,000 shares authorized; $0.001 par value no shares issued and outstanding | | | 0 | | | | 0 | |
Common stock: 150,000,000 shares authorized; $0.001 par value 100,076,400 shares issued and outstanding at March 31,2021 and December 31, 2020 | | | 100,076 | | | | 100,076 | |
Additional paid in capital | | | 15,525 | | | | 15,525 | |
Accumulated deficit | | | (258,868 | ) | | | (245,384 | ) |
Total Stockholders' Deficit | | | (143,267 | ) | | | (129,783 | ) |
Total Liabilities and Stockholders' Deficit | | $ | 0 | | | $ | 0 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Glacier Worldwide, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| | Three Months Ended | |
| | March 31, | |
| | 2021 | |
| | | |
Revenue | | $ | 0 | |
| | | | |
Operating Expenses | | | | |
General and administrative | | | 14 | |
Professional fees | | | 13,373 | |
Total Operating Expenses | | | 13,387 | |
| | | | |
Loss from operations | | | (13,387 | ) |
| | | | |
Other Income (Expense) | | | | |
Interest expense | | | (96 | ) |
Net Other Expense | | | (96 | ) |
| | | | |
Loss Before Provision for Income Taxes | | | (13,483 | ) |
| | | | |
Provision for Income Taxes | | | 0 | |
| | | | |
Net Loss | | $ | (13,484 | ) |
| | | | |
Net loss per common share: Basic and Diluted | | $ | (0.00 | ) |
| | | | |
Weighted average number of common shares outstanding: Basic and Diluted | | | 100,076,400 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Glacier Worldwide, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Deficit
For the Three Months Ended March 31, 2021
(Unaudited)
| | | | | | | | Additional | | | | | | | |
| | Common Stock | | | Paid in | | | Accumulated | | | | |
| | Number of Shares | | | Amount | | | Capital | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | |
Balance - December 31, 2020 | | | 100,076,400 | | | $ | 100,076 | | | $ | 15,525 | | | $ | (245,384 | ) | | $ | (129,783 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | 0 | | | | 0 | | | | (13,484 | ) | | | (13,484 | ) |
Balance - March 31, 2021 | | | 100,076,400 | | | $ | 100,076 | | | $ | 15,525 | | | $ | (258,868 | ) | | $ | (143,267 | ) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Glacier Worldwide, Inc.
Condensed Consolidated Statement of Cash Flows
(Unaudited)
| | Three Months Ended | |
| | March 31, | |
| | 2021 | |
| | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net Loss | | $ | (13,484 | ) |
Changes in current assets and liabilities: | | | | |
Accounts payable and accrued liabilities | | | 13,161 | |
Expenses paid by related party | | | 330 | |
Net cash provided by (used in) operating activities | | | 7 | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Proceed from advances payable -related party | | | 10 | |
Repayment of advances payable - related party | | | (17 | ) |
Net cash provided by (used in) Financing Activities | | | (7 | ) |
| | | | |
Net cash increase for the period | | | 0 | |
Cash at beginning of period | | | 0 | |
Cash at end of period | | $ | 0 | |
| | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | |
Cash paid for income taxes | | $ | 0 | |
Cash paid for interest | | $ | 0 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Glacier Worldwide, Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 2021
(Unaudited)
NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY
Organization and Operations
Glacier Worldwide, Inc. (the “Company”) was formed on August 17, 2015, originally as PostAds, Inc., in the State of Nevada as a reorganization of a sole proprietor business with an inception date of August 26, 2013. The business was formed to provide an online platform at www.PostAds.com that offers an alternative marketplace for buyers and sellers of both new and pre-owned goods and service items (including jobs) together in an online market place that offers both retailers and service providers a forum to advertise and promote their goods and services while providing consumers a cost-effective way of locating and purchasing goods and services. On January 6,2021, the Company changed its name to Glacier Worldwide, Inc. (the “Company”).
The Company is in the early stage since it has not commenced planned principal operations. Its activities since inception include devoting substantially all of its efforts to business planning and development. Additionally, it has allocated a substantial portion of its time and investment to the completion of development activities to launch its marketing plan and generate revenues and to raising capital. The Company has generated minimal revenue from operations. The Company’s activities during the development stage are subject to significant risks and uncertainties.
Share Exchange and Reorganization
On or about July 17, 2020 (the “Effective Date”), Drnq Budz Inc. (“DB”), merged into Glacier Worldwide Inc. and became a 100% subsidiary of the Company. Furthermore, the Company entered into and closed on a share exchange agreement with DB and its shareholder.
Pursuant to the terms of the share exchange agreement, the Company issued 78,000,000 shares of its unregistered common stock to the shareholder of DB in exchange for one (1) share of DB common stock, representing 100% of its issued and outstanding common stock. DB became a wholly owned subsidiary of the Company.
Per the terms and subject to the condition of the share exchange agreement, the Company canceled 2,000,000 shares of Series A Convertible Preferred Stock and 18,000,000 shares of common stock, at the time of the share exchange.
Recapitalization
For financial accounting purposes, this transaction was treated as a reverse acquisition by DB, and resulted in a recapitalization with DB being the accounting acquirer and Glacier Worldwide Inc. as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, DB and have been prepared to give retroactive effect to the reverse acquisition completed on the Effective Date and represent the operations of DB. The consolidated financial statements after the acquisition date, July 17, 2020, include the balance sheets of both companies at historical cost, the historical results of DB and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.
Going Concern Matters
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company has incurred operating losses of $13,484 for the three months ended March 31,2021 and has an accumulated deficit of $258,868 as of March 31, 2021. In addition, current assets exceed current liabilities by $143,267 as of March 31, 2021.
Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors.
There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, shareholder loans, and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.
Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2020, as filed with the SEC on April 11,2022.
Principles of Consolidation
The unaudited consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiary, Drnq Budz Inc. All significant inter-company balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of unaudited consolidated financial statements in conformity with GAAP 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 expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.
NOTE 3 - RELATED PARTY CONSIDERATIONS
During the three months ended March 31, 2021, the Company’s Principal Executive Officer advanced to the Company an amount of $330 by paying operation expenses on behalf of the Company.
During the three months ended March 31, 2021, the Company’s Principal Executive Officer advanced to the Company an amount of $10, and the Company repaid $17 related party loans.
As of March 31, 2021, and December 31, 2020, the Company was obliged to the officer, for an unsecured, non-interest -bearing demand loan a balance of $2,823 and $2,500, respectively.
NOTE 4 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized 10,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.
As of March 31, 2021, and December 31, 2020, the Company had no shares of Preferred Stock issued and outstanding.
Common Stock
The Company has authorized 150,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
During the period from April 22, 2020 (inception) to December 31, 2020, the Company issued common shares as follows:
| · | 78,000,000 shares of commons stock for the acquisition of DB. |
| · | 40,000 shares of common stock for $10,000. |
As at March 31, 2021 and December 31,2020, the Company had 100,076,400 shares of common stock issued and outstanding.
NOTE 5 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date of filling these consolidated financial statements were available to be issued.
The Company issued 541,500 shares of common stock to unaffiliated investors for proceeds of $270,750.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Forward - Looking Statement
The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes to those statements included in this Form 10-Q and with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). You should specifically consider the various risk factors identified in our 2020 Form 10-K, that could cause actual results to differ materially from those anticipated in these forward-looking statements. References to “we,” “our,” or “us” in this section refer to Glacier Worldwide, Inc. or PostAds, Inc. and its subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Certain matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties include, but are not limited to, the following:
| ● | the volatile and competitive nature of our industry, |
| ● | the uncertainties surrounding the rapidly evolving markets in which we compete, |
| ● | the uncertainties surrounding technological change of the industry, |
| ● | our dependence on its intellectual property rights, |
| ● | the success of marketing efforts by third parties, |
| ● | the changing demands of customers and |
| ● | the arrangements with present and future customers and third parties. |
Should one or more of these risks or uncertainties materialize or should any of the underlying assumptions prove incorrect, actual results of current and future operations may vary materially from those anticipated.
Organization and Operations
Glacier Worldwide, Inc. (the “Company”) was formed on August 17, 2015, originally as PostAds, Inc., under the laws of the state of Nevada as a reorganization of a sole proprietor business with an inception date of August 26, 2013. The business was formed to provide an online platform at www.PostAds.com to offer an alternative marketplace for buyers and sellers of both new and pre-owned goods and service items (including jobs). The Company aims to offer to both retailers and service providers an online forum in order for them to advertise and promote their goods and services while providing consumers a cost-effective way of locating and purchasing goods and services. On January 6,2021, the Company changed its name to Glacier Worldwide, Inc.
The Company has not commenced operations and currently has no planned principal operations. Its activities since inception include devoting substantially all of its efforts to business planning and development. Additionally, it has allocated a substantial portion of its time and investment to the completion of development activities in order to launch its marketing plan, generate revenues and raise capital. The Company has generated minimal revenue from operations. The Company’s activities during this development stage are subject to significant risks and uncertainties.
Share Exchange and Reorganization
On or about July 17, 2020 (the “Effective Date”), Drnq Budz Inc. (“DB”), merged into Glacier Worldwide Inc. and became a 100% subsidiary of the Company. Furthermore, the Company entered into and closed on a share exchange agreement with DB and its shareholder.
Pursuant to the terms of the share exchange agreement, the Company issued 78,000,000 shares of its unregistered common stock to the shareholder of DB in exchange for one (1) share of DB common stock, representing 100% of its issued and outstanding common stock. DB became a wholly owned subsidiary of the Company.
Per the terms and subject to the condition of the share exchange agreement, the Company canceled 2,000,000 shares of Series A Convertible Preferred Stock and 18,000,000 shares of common stock, at the time of the share exchange.
Recapitalization
For financial accounting purposes, this transaction was treated as a reverse acquisition by DB, and resulted in a recapitalization with DB being the accounting acquirer and Glacier Worldwide Inc. as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, DB and have been prepared to give retroactive effect to the reverse acquisition completed on the Effective Date and represent the operations of DB. The consolidated financial statements after the acquisition date, July 17, 2020, include the balance sheets of both companies at historical cost, the historical results of DB and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.
Our principal executive office is located at 10390 Santa Monica Boulevard, Los Angeles, California 90025 and our telephone number is 305-799-8844. Our website is located at www.PostAds.com.
Unless the context otherwise requires, for periods prior to March 31, 2021, we use the terms “ Glacier” “PostAds,” “PostAds MarketPlace,”“ the “Company,” “we,” “us” and “our” to refer to Glacier Worldwide, Inc.
COVID-19
A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at March 31, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities
as of March 31, 2021, the date of issuance of this Quarter Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained.
RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the three months ended March 31, 2021, which are included herein.
Three months ended March 31, 2021:
Our operating results for the three months ended March 31, 2021, are summarized as follows
| | Three Months Ended | |
| | March 31, | |
| | 2021 | |
Revenue | | $ | - | |
Operating expenses | | | 13,388 | |
Other expense | | | 96 | |
Net loss | | $ | (13,484 | ) |
During the three months ended March 31, 2021, the Company generated no revenues.
We had a net loss of $13,484 for the three months ended March 31, 2021.
Operating expenses for the three months ended March 31, 2021, were $13,388. The operating expenses were primarily attributed to professional fees of $13,374 and general and administrative expenses of $14.
Other expenses for the three months ended March 31, 2021, were $96 related to finance charges by vendors.
Liquidity and Capital Resources:
The following table provides selected financial data about our company as of March 31, 2021.
Working Capital
| | March 31, | | | December 31, | |
| | 2021 | | | 2020 | |
Current Assets | | $ | - | | | $ | - | |
Current Liabilities | | $ | 143,267 | | | $ | 129,783 | |
Working Capital | | $ | (143,267 | ) | | $ | (129,783 | ) |
As of March 31, 2021, and December 31,2020, our total current assets were $0 and $0, respectively.
As of March 31, 2021, our current liabilities were $143,267 which were comprised of $140,444 in accounts payable and accrued liabilities and $2,823 due to a related party. As of December 31, 2020, our current liabilities were $127,283 which were comprised of $127,283 in accounts payable and accrued liabilities and $2,500 due to a related party.
As of March 31, 2021, and December 31,2020, our working capital deficit were $143,267 and $129,783, respectively.
Cash Flow Data:
| | Three Months Ended | |
| | March 31, | |
| | 2021 | |
Cash provided by operating activities | | $ | 7 | |
Net cash provided by investing activities | | | - | |
Cash used in financing activities | | | (7 | ) |
Net Change in Cash for period | | $ | - | |
Cash Flows from Operating Activities
We have generated positive cash flows from operating activities. For the three months ended March 31, 2021, net cash flows provided by operating activities was $7, consisting of a net loss of $13,484, reduced by an increase in accounts payable and accrued liabilities of $13,161 and expenses paid by related party of $330.
Cash Flows from Investing Activities
The Company did not use any funds for investing activities during the three months ended March 31, 2021.
Cash Flows from Financing Activities
We have financed our operations from a related party loan and stock subscription. For the three months ended March 31, 2021, we received $10 from advances from related party loans. During the three months ended March 31, 2021, the Company repaid $17 in related party loans.
Going Concern
As of March 31, 2021, our Company had a net loss of $13,484 and no revenues. Our Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2021. The ability of our Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to our management to allow timely decisions regarding required financial and other required disclosures.
An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act was carried out under the supervision and with the participation of our Chief Executive Officer who is also our Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at March 31, 2021, our disclosure controls and procedures were not effective. This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
There is no pending litigation to which the Company is presently a party or to which the Company’s property is subject and management is not aware of any litigation which may arise in the future.
Item 1A. Risk Factors.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter ended March 31, 2021, we did not have any sales of equity securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been previously reported in a report filed pursuant to the Exchange Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable
Item 5. Other Information.
None
Item 6. Exhibits.
*Filed herewith.
**Furnished herewith.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GLACIER WORLDWIDE, INC. | |
| | | |
Dated: May 16, 2022 | By: | /s/ Breyon Prescott | |
| | Breyon Prescott | |
| | President | |
| | (Principal Executive Officer) | |
