PostAds (PTAD) 10-Q 2022 Q3 Quarterly report

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 September 30, 2022

☐ 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 October 19,  2022, there were outstanding 100,617,900 shares of the registrant’s common stock.

GLACIER WORLDWIDE, INC.

FORM 10-Q

September 30, 2022

		Page
Special Note Regarding Forward Looking Statements		3
Part I – Financial Information		4
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Controls and Procedures	9
Part II – Other Information		10
Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	11
	Signatures	12

2

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.

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

GLACIER WORLDWIDE, INC.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets at September 30, 2022 (Unaudited) and December 31, 2021	F-1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30,2022 and September 30, 2021 (Unaudited)	F-2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2022, and September 30, 2021(Unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30,2022 and September 30, 2021 (Unaudited)	F-4
Notes to Condensed Consolidated Financial Statements at September 30, 2022 (Unaudited)	F-5

4

Glacier Worldwide, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	As of			As of
	September 30,			December 31,
	2022			2021
ASSETS
Current Assets
Cash	$	87,704		$	173,139
Total current assets		87,704			173,139
Total Assets	$	87,704		$	173,139
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		102,508			95,562
Due to related party		15,998			15,685
Total current liabilities		118,506			111,247
Total Liabilities		118,506			111,247
Stockholders' Equity (Deficit)
Series A Preferred stock: 10,000,000 shares authorized; $0.001 par value no shares issued and outstanding		-			-
Common stock: 150,000,000 shares authorized; $0.001 par value 100,617,900 shares and 100,076,400 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		100,618			100,076
Additional paid in capital		285,733			15,525
Subscription received - shares to be issued		-			270,750
Accumulated deficit		(417,153	)		(324,459	)
Total Stockholders' Equity (Deficit)		(30,802	)		61,892
Total Liabilities and Stockholders' Equity (Deficit)	$	87,704		$	173,139

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

F-1

Glacier Worldwide, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Revenues	$	-		$	-		$	-		$	-
Operating Expenses
General and administrative		429			6,882			982			13,879
Marketing		-			-			-			14,904
Professional fees		22,016			9,900			91,721			39,287
Total Operating Expenses		22,445			16,782			92,703			68,070
Loss from operations		(22,445	)		(16,782	)		(92,703	)		(68,070	)
Other Income (Expense)
Interest expense		-			(34	)		-			(169	)
Interest income		2			-			9			-
Net Other Income (Expense)		2			(34	)		9			(169	)
Loss Before Provision for Income Taxes		(22,443	)		(16,816	)		(92,694	)		(68,239	)
Provision for Income Taxes		-			-			-			-
Net Loss	$	(22,443	)	$	(16,816	)	$	(92,694	)	$	(68,239	)
Net loss per common share: Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding: Basic and Diluted		100,617,900			100,076,400			100,554,659			100,076,400

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

F-2

Glacier Worldwide, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

For the Three and Nine months ended September 30, 2022

	Common Stock				Additional		Common
	Number of Shares		Amount		Paid in  Capital		stock  to be issued			Accumulated   Deficit			Total
Balance - December 31, 2021		100,076,400	$	100,076	$	15,525		270,750		$	(324,459	)	$	61,892
Issuance common stock related to subscription		541,500		542		270,208		(270,750	)		-			-
Net loss		-		-		-		-			(27,153	)		(27,153	)
Balance - March 31, 2022		100,617,900		100,618		285,733		-			(351,612	)		34,739
Net loss		-		-		-		-			(43,098	)		(43,098	)
Balance - June 30, 2022		100,617,900		100,618		285,733		-			(394,710	)		(8,359	)
Net loss		-		-		-		-			(22,443	)		(22,443	)
Balance - September 30, 2022		100,617,900	$	100,618	$	285,733		-		$	(417,153	)	$	(30,802	)

For the Three and Nine months ended September 30, 2021

					Additional
	Common Stock				Paid in		Common stock		Accumulated
	Number of Shares		Amount		Capital		to be Issued		Deficit			Total
Balance - December 31, 2020		100,076,400	$	100,076	$	15,525	$	-	$	(245,384	)	$	(129,783	)
Net loss		-		-		-		-		(13,484	)		(13,484	)
Balance - March 31, 2021		100,076,400		100,076		15,525		-		(258,868	)		(143,267	)
Subscriptions received – shares to be issued		-		-		-		265,000		-			265,000
Net loss		-		-		-		-		(37,939	)		(37,939	)
Balance - June 30, 2021		100,076,400		100,076		15,525		265,000		(296,807	)		83,794
Subscriptions received – shares to be issued		-		-		-		5,750		-			5,750
Net loss		-		-		-		-		(16,816	)		(16,816	)
Balance - September 30, 2021		100,076,400	$	100,076	$	15,525		270,750	$	(313,623	)	$	72,728

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

F-3

Glacier Worldwide, Inc.

Condensed Consolidated Statement of Cash Flows

(Unaudited)

	Nine Months Ended
	September 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(92,694	)	$	(68,239	)
Changes in current assets and liabilities:
Accounts payable and accrued liabilities		6,946			(10,423	)
Due to related party		313			8,610
Net cash used in operating activities		(85,435	)		(70,052	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceed from advances payable -related party		-			655
Repayment of advances payable - related party		-			(17	)
Proceed from stock subscription		-			270,750
Net cash provided by Financing Activities		-			271,388
Net cash increase for the period		(85,435	)		201,336
Cash at beginning of period		173,139			-
Cash at end of period	$	87,704		$	201,336
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for subscription	$	270,750		$	-

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

F-4

Glacier Worldwide, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2022

(Unaudited)

NOTE 1 – ORGANIZATION, BUSINESS AND GOING CONCERN

Organization and Operation

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 that offers an alternative marketplace for buyers and sellers of both new and pre-owned goods and service items (including jobs). On January 6, 2021, the Company changed its name to Glacier Worldwide, Inc. (the “Company”).

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. The Company has generated no revenue from operations. The Company’s activities during this development stage are subject to significant risks and uncertainties. 

Going Concern

The accompanying condensed 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 $92,694 for the nine months ended September 30, 2022 and has an accumulated deficit of $417,153 as of September 30, 2022.

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 endeavours. 

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 condensed 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 condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim condensed 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 condensed 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, 2021, as filed with the SEC on August 9, 2022.

F-5

Principles of Consolidation

The condensed 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 condensed 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.

Cash

Cash consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. We maintain cash and cash equivalent balances with financial institutions that exceed federally-insured limits. We have not experienced any losses related to these balances, and we believe credit risk to be minimal. The Company does not have any cash equivalents.

NOTE 3 - RELATED PARTY CONSIDERATIONS

During the nine months ended September 30, 2021, a former related party advanced $55, and the Company repaid $17 of advances.

During the nine months ended September 30, 2022 and 2021, the Company’s Principal Executive Officer advanced to the Company of $313 and $8,610, respectively, by paying operating and marketing expenses on behalf of the Company.

During the nine months ended September 30, 2022 and 2021, the Company’s Principal Executive Officer advanced to the Company an amount of $0 and $600, respectively.

As of September 30, 2022, and December 31, 2021, the Company was obliged to the Principal Executive Officer, for an unsecured, noninterest bearing demand loan balance of $15,998 and $15,685, respectively.

F-6

NOTE 4 - STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 10,000,000 shares of Preferred Stock 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 September 30, 2022, and December 31, 2021, the Company had no shares of Preferred Stock issued and outstanding.

Common Stock

The Company has authorized 150,000,000 shares of Common Stock with a par value of $0.001 per share. Each share of Common Stock 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 nine months ended September 30, 2022, the Company issued 541,500 shares of Common Stock in related to subscription of $270,750 cash during year ended December 31, 2021.

As at September 30, 2022 and December 31, 2021, the Company had 100,617,900 and 100,076,400 shares of Common Stock issued and outstanding, respectively.

 NOTE 5 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

F-7

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 condensed 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, 2021 (the “2021 Form 10-K”). You should specifically consider the various risk factors identified in our 2021 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

The Company was formed on August 17, 2015 in the State of Nevada under the name PostAds, Inc. to provide an online marketplace. On January 6, 2021, the Company changed its name from PostAds, Inc. to Glacier Worldwide, Inc.

In July 2020 the Company consummated an agreement (the “Exchange Agreement’) with Breyon Prescott, pursuant to which Mr. Prescott contributed his wholly-owned subsidiary (“Drnq Budz” or the “Subsidiary”) to the Company in consideration for 78,000,000 shares of our common stock. Mr. Prescott owns approximately 78% of the Company’s outstanding shares.

In August 2019, Mr. Prescott and his colleague Jason Martin formed Glacier Sports Agency, Inc. (“Glacier Sports”). Glacier Sports represents athletes in their contract negotiations for professional sports clubs and teams. Glacier Sports also assists their clients with sponsorships, public relations and endorsement deals.

5

The Company is currently in negotiations to acquire up to six (6) sports injury recovery and prevention centers (“Recovery Centers”) in the Los Angeles, California area. The Recovery Centers provide physical therapy and frontline injury treatment to patients that have suffered a sports related injury. The Recovery Centers also engage in sports injury management, which is the management of a specific injury such that it allows an individual to return to their chosen sport without damaging or compromising their body.

Given Mr. Prescott’s engagement with Glacier Sports, the Company feels acquiring the Recovery Centers would be a good cultural fit, create dynamic synergies, and would be an important step in growing the Company.

The Company is further exploring options to engage in apparel production and manufacturing. The Company aims to sell private label clothing, such that a manufacturer will develop styles of blank products and let customers purchase units and customize with their own branding. 

We believe Mr. Prescott’s history and experience in the entertainment, media and music industries allows our Company the unique opportunity to leverage his relationships and networks to continue to create business opportunities and growth within our Company.

The Company intends to pursue these opportunities within the next twelve (12) months.

Our principal executive office is located at 10390 Santa Monica Boulevard, Los Angeles, California 90025 and our telephone number is 305-799-8844.

Unless the context otherwise requires, for periods prior to September 30, 2022, we use the terms “Glacier”, “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 September 30, 2022. 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 September 30, 2022, 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 period ended September 30, 2022, which are included herein.

Our operating results for the nine months ended September 30, 2022, and 2021 and the changes between those periods for the respective items are summarized as follows.

Three months ended September 30, 2022, compared to Three months ended September 30, 2021:

Our operating results for the three months ended September 30, 2022, and 2021 are summarized as follows:

	Three Months Ended
	September 30,		September 30,
	2022		2021			Change
Revenues	$	-	$	-		$	-
Operating expenses		22,445		16,782			5,663
Other income (expenses)		2		(34	)		36
Net loss	$	22,443	$	16,816		$	5,627

During the three months ended September 30, 2022 and 2021, the Company generated no revenues.

6

We had a net loss of $22,443 and $16,816 for the three months ended September 30, 2022 and 2021, respectively.

Operating expenses for the three months ended September 30, 2022 and 2021 were $22,445 and $16,782, respectively. During the three months ended September 30, 2022, the operating expenses were primarily attributed to professional fees of $22,016 and general and administrative expenses of $429. During the three months ended September 30, 2021, the operating expenses were attributed to professional fees of $9,900 and general and administrative expenses of $6,882.

Other income (expenses) for the three months ended September 30, 2022 and 2021, were $2 and ($34), respectively. During the three months ended September 30, 2022 and 2021, other income (expense) consisted of $0 and $34 finance fees charged by vendors and $2 and $0 interest earned, respectively.

Nine months ended September 30, 2022, compared to Nine months ended September 30, 2021:

Our operating results for the nine months ended September 30, 2022, and 2021 are summarized as follows

	Nine Months Ended
	September 30,		September 30,
	2022		2021			Change
Revenues	$	-	$	-		$	-
Operating expenses		92,703		68,070			24,633
Other income (expenses)		9		(169	)		178
Net loss	$	92,694	$	68,239		$	24,455

During the nine months ended September 30, 2022 and 2021, the Company generated no revenues.

We had a net loss of $92,694 and $68,239 for the nine months ended September 30, 2022 and 2021, respectively.

Operating expenses for the nine months ended September 30, 2022 and 2021 were $92,703 and $68,070, respectively. During the nine months ended September 30, 2022, the operating expenses were primarily attributed to professional fees of $91,721 and general and administrative expenses of $982. During the nine months ended September 30, 2021, the operating expenses were attributed to professional fees of $39,287, marketing expenses of $14,904 and general and administrative expenses of $13,879.

Other income (expenses) for the nine months ended September 30, 2022 and 2021, were $9 and ($169), respectively. During the nine months ended September 30, 2022 and 2021, other income (expense) consisted of $0 and $169 finance fees charged by vendors and $9 and $0 interest earned, respectively.

Liquidity and Capital Resources:

The following table provides selected financial data about our Company as of September 30, 2022.

Working Capital

	September 30,			December 31,
	2022			2021
Current Assets	$	87,704		$	173,139
Current Liabilities	$	118,506		$	111,247
Working Capital (deficit)	$	(30,802	)	$	61,892

As of September 30, 2022, and December 31, 2021, our total current assets comprised solely of cash of $87,704 and $1173,139, respectively.

7

As of September 30, 2022, our current liabilities were $118,506 which were comprised of $102,508 in accounts payable and accrued liabilities and $15,998 due to related party. As of December 31, 2021, our current liabilities were $111,247 which were comprised of $95,562 in accounts payable and accrued liabilities and $15,685 due to related party. The increase in current liabilities is related to an increase in accounts payable and accrued liabilities of $6,946 and due to related party for paying operating expenses of $313 on behalf of the Company.

As of September 30, 2022, and December 31, 2021, our working capital was a deficiency of $30,802 and a positive of $61,892, respectively.

 Cash Flow Data

	Nine Months Ended
	September 30,
	2022			2021
Cash used in operating activities	$	(85,435	)	$	(70,052	)
Net cash provided by investing activities		-			-
Cash provided by financing activities		-			271,388
Net Change in Cash for period	$	(85,435	)	$	201,336

Cash Flows from Operating Activities

During the nine months ended September 30, 2022, we have not generated positive cash flows from operating activities. For the nine months ended September 30, 2022, net cash flows used in operating activities was $85,435, consisting of a net loss of $92,694, reduced by an increase in accounts payable and accrued liabilities of $6,946 and due to related party for paying operating expenses of $313 on behalf of the Company.

During the nine months ended September 30, 2021, we have not generated positive cash flows from operating activities. For the nine months end September 30, 2021, net cash flows used in operating activities was $70,052, consisting of a net loss of $68,239, increased by a decrease in accounts payable and accrued liabilities of $10,423 and reduced by an increase in due to related party for paying operating expenses of $8,610 on behalf of the Company.

Cash Flows from Investing Activities

The Company did not use any funds for investing activities during the nine months ended September 30, 2022.

Cash Flows from Financing Activities

We have financed our operations from related party loans and stock subscriptions. For the nine months ended September 30, 2022, we have not received any financing from a related party or stock subscriptions.

For the nine months ended September 30, 2021, we received $655 from advances from related party, $270,750 from stock subscription and the Company repaid $17 of related party loans.

Going Concern

For the nine months ended September 30, 2022, our Company had a net loss of $92,694. 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, 2022. 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 requirements, 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.

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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 September 30, 2022, 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.

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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 nine months ended September 30, 2022, 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

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Item 6. Exhibits.

Exhibit No.	Description
2.1*	Share Exchange Agreement dated July 17. 2020, between the Company and Breyon Prescott. (Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K filed on July 23, 2020.)
3.1*	Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed on July 23, 2020.)
31.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
32.1**	Certification of Principal Executive Officer and Principal Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
101*	Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

*Filed herewith.

**Furnished herewith.

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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: October 20, 2022	By:	/s/ Breyon Prescott
		Breyon Prescott
		President
		(Chief Executive Officer and Chief Finance Officer)

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