NUGL, INC. - Form 1-A/A

NUGL, Inc.

/s/ Curtis J. Melone

Curtis J. Melone

Chief Executive Officer

Prior to this offering, there is a public market for our common stock, which is traded under the symbol NUGL on OTCMarkets.com.. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

We have outstanding 48,621,005 shares of Common Stock. None of these shares will be freely tradable without restriction or further registration under the Securities Act, except as allowed following a qualification of this offering under Regulation A +, unless those shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act.

NUGL, INC.

CONSOLIDATED BALANCE SHEETS

UNAUDITED

	December 31, 2020			December 31, 2019
ASSETS
Current assets:
Cash	$	1,607		$	7,407
Accounts receivable, net		17,385			2,871
Total current assets		18,992			10,278
Property and equipment, net		254,597			339,729
Other assets		2,267			2,267

Total Assets	$	275,856		$	352,274

LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current liabilities:
Accounts payable	$	21,921		$	31,121
Accrued interest		24,438			5,333
Notes payable, net of discount		228,488			121,032
Derivative liabilities		20,685			110,764
Total current liabilities		295,532			268,250
Long-term liabilities:
Notes payable		15,000			-
Total Liabilities		310,532			268,250

Commitments and contingencies		-			-

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2020 and 2019, respectively		-			-
Common stock, $0.001 par value, 250,000,000 shares authorized; 47,342,399 and 43,962,744 shares issued and outstanding at December 31, 2020 and 2019, respectively		47,342			43,963
Common stock to be issued; 272,917 and 471,752 shares at December 31, 2020 and 2019, respectively		273			472
Additional paid-in capital		4,090,848			3,810,477
Accumulated deficit		(4,173,139	)		(3,770,888	)
Total stockholders' equity (deficit)		(34,676	)		84,024
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	275,856		$	352,274

See accompanying notes to consolidated financial statements

NUGL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

	For the Year Ended December 31, 2020			For the Year Ended December 31, 2019

Revenue, net	$	122,886		$	401,092
Cost of revenue		-			224,830
Gross profit		122,886			176,262

Operating expenses:
Selling and marketing		47,636			222,372
General and administrative		493,750			1,880,412
Total operating expenses		541,386			2,105,784

Operating loss		(418,500	)		(1,926,523	)

Other (expense) income:
Interest expense		(59,055	)		(22,581	)
Derivative income (expense)		65,605			(4,350,526	)
Net gain on extinguishment of debt		-			20,119,461
Net gain on conversion of accounts payable and debt		24,475			479,885
Loss on issuance of common stock for non-compliance with agreement		(23,975	)
Other		10,000			(5,330	)
Total other (expense) income		17,050			16,220,909

Income (loss) before provision for income taxes		(401,451	)		14,294,386

Provision for income taxes		800			800

Net income (loss)	$	(402,251	)	$	14,293,586

Weighted average shares - basic		46,059,503			44,262,651
Weighted average shares - fully diluted		46,059,503			44,401,277
Weighted average income (loss) per common share - basic	$	(0.01	)	$	0.32
Weighted average income (loss) per common share - fully diluted	$	(0.01	)	$	0.32

See accompanying notes to consolidated financial statements

NUGL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)

UNAUDITED

	Preferred Stock					Common Stock - Issued					Common Stock - To Be Issued						Additional Paid-In		Accumulated			Total Stockholders
	Shares		Amount			Shares		Amount			Shares		Amount				Capital		Deficit			(Deficit)
Balance - December 31, 2018	10,000,000		$	10,000		45,126,263		$	45,126		551,990		$	552		$	1,374,568	$	(18,064,474	)	$	(16,634,228	)
Stock issued or to be issued for non-employee services	-			-		2,017,403			2,018		(80,238	)		(80	)		1,287,351		-			1,289,289
Conversion of accounts and notes payable	-			-		1,819,078			1,819		-			-			1,133,558		-			1,135,377
Cancellation of shares	(10,000,000	)		(10,000	)	(5,000,000	)		(5,000	)	-			-			15,000		-			-
Net income	-			-		-			-		-			-			-		14,293,586			14,293,586

Balance - December 31, 2019	-			-		43,962,744			43,963		471,752			472			3,810,477		(3,770,888	)		84,024
Stock issued or to be issued for non-employee services	-			-		2,347,800			2,347		(198,835	)		(199	)		184,855		-			187,003
Stock issued for non-compliance with agreement terms	-			-		250,000			250		-			-			23,725		-			23,975
Conversion of accounts and notes payable	-			-		611,855			612		-			-			54,455		-			55,067
Stock issued with debt	-			-		170,000			170		-			-			17,336		-			17,506
Net loss	-			-		-			-		-			-			-		(402,251	)		(402,251	)

Balance - December 31, 2020	-		$	-		47,342,399		$	47,342		272,917		$	273		$	4,090,848	$	(4,173,139	)	$	(34,676	)

See accompanying notes to consolidated financial statements

NUGL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	For the Year Ended December 31, 2020			For the Year Ended December 31, 2019
Cash flows from operating activities:
Net income (loss)	$	(402,251	)	$	14,293,586
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net gain on extinguishment of debt		-			(20,119,461	)
Net gain on conversion of accounts payable and debt		(24,475	)		(479,885	)
Shares issued or to be issued for non-employee services		187,003			1,289,289
Non-cash interest expense		39,950			-
Derivative (income) expense		(65,605	)		4,350,526
Loss on issuance of common stock		23,975			-
Depreciation and amortization		140,212			97,569
Changes in operating assets and liabilities:		-			-
Accounts receivable		(14,514	)		23,774
Other assets		-			(2,266	)
Accounts payable		(9,200	)		9,288
Accrued expenses		19,105			24,318
Net cash used in operating activities		(105,800	)		(513,262	)

Cash flows from investing activities:
Capital expenditures		-			(125,635	)
Net cash used in investing activities		-			(125,635	)

Cash flows from financing activities:
Proceeds from notes payable		100,000			598,067
Net cash provided by financing activities		100,000			598,067

Net change in cash		(5,800	)		(40,830	)
Cash, beginning of period		7,407			48,237
Cash, end of period	$	1,607		$	7,407

Supplemental disclosures of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Supplemental disclosures of non-cash investing and financing activities:
Conversion of convertible notes payable and accrued interest	$	55,067		$	999,716
Repayment of accounts payable with common stock	$	-		$	88,000
Discount on convertible notes payable	$	21,756		$	79,916
Cancellations of preferred and common shares	$	-		$	15,000

See accompanying notes to consolidated financial statements

NUGL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

1.	Organization and Business

History and Organization

We were incorporated on November 5, 1998 in the State of Nevada as USA Telecom with the spelling later changed in that year to USA Telcom. Since then, we have changed our name at various times as follows: USA Telecom Internationale (April 2000), ZannWell Inc. (June 2004), Blackhawk Fund (January 2005), Vidable, Inc. (June 2011), VIBE I (June 2011), and Coresource Strategies, Inc. (June 2015).

On May 24, 2017, we entered into a Definitive Merger Agreement (the "Merger") with NUGL, Inc., a Nevada corporation ("NUGL"). On August 24, 2017, we underwent a Statutory A Reorganization (the "Reorganization") pursuant to Section 1081(a) of the Oklahoma General Corporation Law, as a tax-free reorganization. Pursuant to the reorganization, on August 24, 2017, Coresource Strategies, Inc. caused NUGL to be incorporated in the State of Oklahoma, as a direct, wholly owned subsidiary. Concurrently, NUGL caused Coresource Operations, Inc., to be incorporated as a direct, wholly owned subsidiary. Under the terms of the reorganization, Coresource Strategies, Inc. was merged with and into Coresource Operations., Inc. pursuant to Section 1081(g) of the General Corporation Law of the State of Oklahoma. Upon consummation of the reorganization, each issued and outstanding equity of Coresource Strategies, Inc. was converted into and exchanged for an equivalent equity of NUGL (on a one for one basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions as the equities of Coresource Strategies, Inc. being converted. There was no spinoff and Coresource Strategies, Inc. corporate existence ceased. Under the Reorganization, Coresource Strategies, Inc. equity holders became equity holders of NUGL, in the same proportion.

In connection with the Merger and Reorganization, we completed a name change to NUGL, Inc. and symbol change to NUGL. This corporate action was declared effective on December 7, 2017 by the Financial Industry Regulatory Authority, Inc. ("FINRA").

Business

NUGL is a search engine and online directory, created by technology professionals for the marijuana industry. The NUGL database is a software platform for all things cannabis and includes listings for dispensaries, strains, doctors, lawyers, service professionals, vape shops, hydro stores, and brands. The NUGL database search results cannot be bought and provide unbiased ratings. Our platform serves as a front and back-end solution developed to make a thriving and growing industry better, more fun, and a lot safer. We are always striving to serve our community's needs. NUGL will continue to adapt and evolve with this ever-changing industry, while advocating positive and responsible use in the MMJ community.

Acquisition of Nichols Publishing

On November 1, 2018, we entered into a Stock Purchase Agreement (the "Nichols SPA") with Nichols Publishing Company, Inc. ("Nichols"), an Iowa corporation, and its stockholders Robin and Terri Nichols ("Nichols Stockholders"). Nichols is in the business of print and digital niche magazines and their related electronic media along with brochure and collateral material design. Nichols currently publishes industry known magazine publications such as the Professional Marijuana Grower and Garden & Greenhouse. Our acquisition of Nichols allowed us to expand our Company's reach by offering an infrastructure to print media and tangible asset. We believed Nichols' experience with advertising sales and content creation would be a strategic addition to our search engine business, providing us with additional revenue streams and cash flow.

In connection with the Nichols SPA, we issued 533,617 restricted shares of our common stock to the Nichols Stockholders. As a result of the closing, Nichols became our wholly owned subsidiary operating under the dba NUGL Media. See Note 3 for further information.

2.	Summary of Significant Accounting Policies

Basis of Presentation

We have prepared the accompanying unaudited financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC").

Going Concern Considerations and Management's Plans

The accompanying financial statements contemplate continuation of our Company as a going concern. For the years ended December 31, 2020 and 2019, we have incurred operating losses of in excess of $418,000 and $1.9 million, respectively, and we have an accumulated deficit of $4,173,139 as of December 31, 2020. We presently have limited liquidity and limited access to capital. These factors raise substantial doubt about our ability to continue as a going concern for one year from the date of this report. If we are unable to generate positive cash flow and obtain adequate capital, we could be forced to cease operations.

Management anticipates we will be dependent, for the foreseeable future, on additional capital to fund further development of our operations until such time as we have sufficient revenues to meet our cost structure. Additional capital will be required for, among other things, the expansion of our customer base, the further development of our marketing program, and to fund ongoing business needs. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern.

The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of 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.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company's assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

	Level 1	- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
	Level 2	- Include other inputs that are directly or indirectly observable in the marketplace.
	Level 3	- Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2020 and 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, receivable deposits, accounts payable, and accrued expenses. Fair values for these items were assumed to approximate carrying values because they are short-term in nature or they are payable on demand. Fair values for derivative liabilities were determined under level 2 since inputs used are either directly or indirectly observable in the marketplace.

Derivative Financial Instruments -We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized to interest expense over the term of each note using the effective interest method.

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under non-operating income (expense).

We evaluate each of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining the collections on the account, historical trends are evaluated, and specific customer issues are reviewed to arrive at appropriate allowances.

Internal Use Software Development

We account for costs incurred to develop or purchase computer software for internal use in accordance with Accounting Standards Codification ("ASC") 350-40 "Internal-Use Software" or ASC 350-50 "Website Costs". As required by ASC 350-40, we capitalize the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing.

Costs incurred during the preliminary project stage along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs are amortized on a straight-line basis over a period of five years. Costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. We are amortizing these costs on a straight-line basis over a five-year estimated useful life.

Long-lived Assets

We follow FASB ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Revenue Recognition

We adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) using the cumulative effect approach, which required us to apply the new guidance retrospectively to revenue transactions completed on or after July 1, 2018.

Our reported net revenue consists principally of sales of advertising and marketing services. We recognize our revenue at the point in time when control transfers to the customer, which is generally when our delivery of services is complete. Our services are typically provided digitally.

We exclude from the measurement of the transaction price, if applicable, all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). Sales taxes which may be collected are not recognized as revenue but are included in accounts payable on the consolidated balance sheets as they would ultimately be remitted to governmental authorities.

We have elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting for the effects of a significant financing component if the contract has a duration of one year or less. As our contracts typically are less than one year in length and do not have significant financing components, we have not adjusted consideration.

Income Taxes

We account for income taxes in accordance with ASC 740 - Income Taxes, which requires us to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. Tax law and rate changes are reflected in income in the period such changes are enacted. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We include interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes.

Our income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While we believe we have appropriate support for the positions taken on our tax returns, we regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known.

Basic Loss per Common Share

We calculate net loss per share in accordance with ASC 260 -Earnings per Share.Basic loss per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of December 31, 2020 and 2019, we had potentially dilutive shares totaling 997,268 and zero, respectively, that have been excluded from the diluted loss per share computations as they would be antidilutive for the period presented.

Stock-Based Compensation

ASC 718, Share-Based Payment requires that compensation cost related to share-based payment transactions for employees be recognized in the financial statements. Share-based payment transactions within the scope of ASC 718 include stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee share purchase plans.

ASC 718 requires disclosure of the fair value and other characteristics of stock options and more prominent disclosure about the effects of an entity's accounting policy decisions with respect to stock-based compensation on reported net loss. We have reflected the expense of such stock-based compensation based on the fair value at the grant date for awards consistent with the provisions of ASC 718.

In connection with ASC 718, the fair value of our share-based compensation has been determined using the quoted market prices of our common stock. For stock options, we utilize the Black-Scholes pricing model. The fair value of the shares and options granted are amortized as compensation expense on a straight-line basis over the requisite service period of the award, which is generally the vesting period. The fair value calculations involve significant judgments, assumptions, estimates and complexities that impact the amount of compensation expense to be recorded in current and future periods. Upon option exercise, we issue new shares of stock.

Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force ("EITF") 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.

New Accounting Pronouncements

We have reviewed all accounting pronouncements recently issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements.

3.	Stock Purchase Agreement

Effective November 1, 2018, we entered into the Nichols SPA with Nichols and the Nichols Stockholders to acquire 100% of the Nichols outstanding common stock (See Note 1). As consideration for Nichols, we issued the Nichols Stockholders 533,617 restricted shares of our common stock. The value of the tangible net assets of Nichols at the time of the acquisition was $4,408. A preliminary valuation of Nichols prepared by NUGL personnel calculated discounted future cash flow from Nichols of approximately $551,000. However, during the first part of 2019, NUGL became aware of certain misrepresentations made by the Nichols Stockholders. As a result, in 2019, NUGL launched NUGL Magazine which competed with the magazines acquired from Nichols thus driving down the actual performance of the acquired magazines against the preliminary forecast. At the end of 2019, NUGL decided to officially dissolve the Nichol's magazines. A revised valuation model was prepared in consideration of the aforementioned factors along with Nichols Media's actual 2019 results which resulted in discounted future cash flow of effectively zero.

Accordingly, we valued the shares issued to the Nichols Stockholders at $4,408, the amount of Nichols' tangible net assets at the acquisition date, which consisted of the following:

Cash	$	65,653
Accounts receivable		28,192
Other assets		1,200
Accounts payable and accrued expenses		(2,637	)
Payable to Nichols Stockholders		(88,000	)
	$	4,408

The Nichols SPA contains a requirement to issue additional common shares to the Nichols Stockholders (the "Adjustment Option") in the following circumstance: if the fair market value of 533,617 shares of our common stock as publicly traded falls below a certain dollar threshold for any consecutive 30-day period during the two year period following the effective date of the acquisition (the "Trigger Point"), the Nichols Stockholders shall have the one-time opportunity to either exercise the Adjustment Option or elect to unwind the transaction. The Trigger Point was reached in September 2019 and on December 6, 2019, the Nichols Stockholders gave notice of their intent to exercise the Adjustment Option. We immediately gave notice to the Nichols Stockholders that we would not honor the exercise, setting forth arguments and grounds for rescission of the Nichols SPA on account of multiple allegations including misrepresentation, misuse of company funds, theft and tortious business interference resulting in damages to our Company. At this time, we have determined that it is not worth exerting funds to pursue litigation, however, the Nichols Stockholders periodically communicate with us. We believe that any claims made by the Nichols Stockholders are substantially without merit and that our counterclaims for damages would far exceed the amount in controversy. We strongly believe we would prevail over the Nichols Stockholders should a formal dispute arise, and we have no intention to settle with the Nichols Stockholders.

4.	Property and Equipment, net

Property and equipment, net consists of the following at December 31:

	2020			2019
Software for internal use	$	398,786		$	398,786
Vehicle		15,000			15,000
		413,786			413,786
Less accumulated depreciation and amortization		(159,189	)		(74,057	)
	$	254,597		$	339,729

Depreciation and amortization of property and equipment amounted to $85,132 and $73,933 for the years ended December 31, 2020 and 2019, respectively.

5.	Due to Nichols Stockholders

Effective with the closing of the Nichols SPA, we owed the Nichols Stockholders $88,000 representing funds that were left in Nichols for use as operating funds. We intended to repay these funds with cash flow from the Nichols' operation. In April 2019, we reached an agreement with the Nichols Stockholders that, instead of repaying the funds, we would convert the $88,000 owed them into 82,720 shares of restricted common stock. In connection with this transaction, we recorded a loss in extinguishment of debt in the amount of $47,661 based on the fair market value of our common stock on the date of conversion.

6.	Notes Payable

Notes payable consists of the following at December 31:

	2020			2019
Line of credit - Diamond Dragon Capital Limited ("Diamond Dragon")	$	-		$	-
Less debt discount
Line of credit - Honey Badger Capital Limited ("Honey Badger")		-			-
Less debt discount
Unsecured convertible promissory note		125,000			125,000
Less debt discount		(19,023	)		(59,035	)
Convertible promissory note - Vendor		-			55,067
Convertible promissory note - Harbor Gates Capital LLC ("Harbor Gates")		124,950
Less debt discount		(2,439	)
Unsecured Loan - U.S. Small Business Administration ("SBA")		15,000
Subtotal		243,488			121,032
Less current portion		(228,488	)		(121,032	)
Long-term portion	$	15,000		$	-

Lines of Credit

Diamond Dragon

Prior to 2019, we issued convertible promissory notes to Diamond Dragon with face values totaling $288,000. On January 29, 2019, we issued a Restated Line of Credit Convertible Promissory Note to Diamond Dragon allowing for principal advances up to $500,000. This note was in the form of a revolving credit facility and all previous advances were transferred to this Restated Line of Credit. Each advance under the note bore interest at 8% per annum and was repayable twelve months from the date of each individual advance. The principal and accrued interest of each advance was convertible into our common stock at the lesser of a) $1.50 per share or b) 20% of the price of our common stock immediately prior to conversion, adjustable under certain circumstances. The maximum number of our common shares issuable under the amended conversion provision is 10,000,000. In accordance with ASC 470, this Restated Line of Credit was treated as an extinguishment of debt because of the significant change in the conversion provision. We recorded a gain of $10,121,230 for the year ended December 31, 2019 in connection with this transaction.

On February 4, 2019, Diamond Dragon elected to convert the $288,000 principal portion of the debt owed to them and accordingly, we issued them 200,000 restricted shares of our common stock calculated at 20% of the price of our common stock immediately prior to conversion. On August 23, 2019, Diamond Dragon elected to convert accrued interest of $18,275, representing the entire amount of unpaid interest owed them on the above-mentioned notes and accordingly, we issued them 54,391 restricted shares of our common stock calculated at 20% of the price of our common stock immediately prior to conversion. In connection with these conversions, we recorded gains totaling $73,794 for the year ended December 31, 2019. As of December 31, 2019 there are no amounts owed to Diamond Dragon.

Honey Badger

Prior to 2019, we issued convertible promissory notes to Honey Badger with face values totaling $318,000. On January 29, 2019, we issued a Restated Line of Credit Convertible Promissory Note to Honey Badger allowing for principal advances up to $500,000. This note was in the form of a revolving credit facility and all previous advances were transferred to this Restated Line of Credit. Each advance under the note bore interest at 8% per annum and was repayable twelve months from the date of each individual advance. The principal and accrued interest of each advance was convertible into our common stock at the lesser of a) $1.50 per share or b) 20% of the price of our common stock immediately prior to conversion, adjustable under certain circumstances. The maximum number of our common shares issuable under the amended conversion provision is 10,000,000. In accordance with ASC 470, this Restated Line of Credit was treated as an extinguishment of debt because of the significant change in the conversion provision. We have recorded a gain of $10,074,280 for the year ended December 31, 2019 in connection with this transaction.

On February 4, 2019, Honey Badger elected to convert the $255,000 principal portion of the debt owed to them and accordingly, we issued them 177,084 restricted shares or our common stock. During the remainder of 2019, we were advanced an additional $355,000 under the Honey Badger Line of Credit bringing the total face value of notes owed to them to $418,000. On August 23, 2019, Honey Badger elected to convert $438,441 representing the entire amount owed to them ($418,000 in principal and $20,441 in accrued interest), and accordingly, we issued them 1,304,883 restricted shares of our common stock calculated at 20% of the price of our common stock immediately prior to conversion. In connection with these conversions, we recorded gains totaling $406,091 for the year ended December 31, 2019. As of December 31, 2019 there are no amounts owed to Honey Badger.

Unsecured Convertible Promissory Note

On June 26, 2019, we issued an Unsecured Convertible Promissory Note to a creditor with a face value of $125,000. The note bears interest at 8% per annum and is payable two years from the date of issuance. The principal and accrued interest of each note was convertible into our common stock at the lesser of (a) $1.20 per share or (b) 20% of the price of our common stock immediately prior to conversion, adjustable under certain circumstances. The maximum number of our common shares issuable under this convertible promissory note is 1,000,000. We determined that the conversion provisions of the notes contained an embedded derivative feature and we valued the derivative feature separately, recording debt discount and a derivative liability of $79,916 in accordance with the provisions of the note. See Note 7. We are amortizing the debt discount over the term of the note. For the years ended December 31, 2020 and 2019 amortization of debt discount for this note totaled $40,013 and $20,881, respectively.

Convertible Promissory Note - Vendor

On September 10, 2019, we agreed to issue a convertible promissory note to our legal firm in the amount of $55,067 in exchange for their extinguishment of the same amount of accounts payable owed to them. The note bore interest at 8% per annum and all principal and interest matured and was repayable six months from the date of issuance. In the event the note is not repaid at its maturity, it is automatically convertible into shares of our common stock at a conversion rate equal to the lowest closing share price three months prior to maturity. We determined that the conversion provision of the note contained an embedded derivative feature, and we valued the derivative feature separately, recording a loss on extinguishment of debt and a derivative liability of $28,388 for the year ended December 31, 2019 in connection with this transaction.

On March 10, 2020, our legal firm elected to convert the amount owed to them of $55,067 and accordingly, we issued them 611,855 restricted shares of our common stock in accordance with the conversion provision of the note. We recorded a gain on conversion of debt for the year ended December 31, 2019 in accordance with this transaction.

Convertible Promissory Note - Harbor Gates

On February 20, 2020, we entered into an Investment Agreement with Harbor Gates, a Wyoming limited liability company, under which Harbor Gates agreed to invest up to $5.0 million to purchase our common stock from time to time subject to certain circumstances, beginning at such time as the Securities and Exchange Commission ("SEC") declares effective an S-1 registration statement we intend to file and ending 36 months after such effective date. The agreement required us to issue Harbor Gates 250,000 shares of our restricted common stock if we do not file the S-1 registration statement within 90 days of the agreement date.

Under the Investment Agreement, each purchase by Harbor Gates will be based on a Put Notice we deliver to them, and the purchase price shall be discounted 1.5% from certain volume weighted average prices of our common stock as detailed in the Investment Agreement. The discount may be increased either 10% or 15% depending on certain conditions. The maximum number of our common shares per each Put Notice shall be an amount of shares up to or equal to 300% of the average daily trading volume (U.S. market only) of our common stock for the 10 consecutive trading days immediately prior to the date of the Put Notice, so long as such amount is at least $5,000 and does not exceed $350,000. Also, on February 20, 2020, we entered into a Registration Rights Agreement with Harbor Gates agreeing to provide them certain registration rights with respect to any purchased shares.

On February 20, 2020, we issued a promissory note to Harbor Gates for $267,750 or such lesser aggregate consideration as defined in the note and the amount of $85,000 ($89,250 less an original issue discount of $4,250 retained by Harbor Gates) was delivered to us as an initial funding under the note. Two additional fundings, each of which is $85,000 ($89,250 less an original issue discount of $4,250 retained by Harbor Gates), are available to us upon meeting certain benchmarks contained in the note. The note bears interest at 8% per annum and each funding carries the following maturity: initial funding plus accrued interest and any applicable repayment premium is due 12 months from the funding date while the following two fundings plus accrued interest and applicable repayment premiums are due 6 months from each funding date. The repayment premiums for the first funding are as follows: repayment in under 90 days - 120% of principal; repayment in 91 to 135 days - 125% of principal; repayment in 136 to 180 days - 130% of principal; repayment in 181 to 270 days - 135% of principal; and repayment in 271 to 365 days - 140% of principal. At December 31, 2020, the amount owed to Harbor Gates includes principal of $89,250 plus repayment premium of $35,700. The repayment premium of $35,700 plus the $4,250 in original issue discount have been recorded as interest expense in the consolidated statement of operations for the year ended December 31, 2020.

The promissory note required us to issue Harbor Gates 170,000 shares of our restricted common stock upon execution of the note and an additional 85,000 shares upon each additional funding of the note for a total of 340,000 shares if the note becomes fully funded. In accordance with ASC 470, we calculated the relative values of the initial funding under the note and the common stock issued therewith and recorded the relative value of the common stock as debt discount in the amount of $17,506. During the year ended December 31, 2020, we recorded discount amortization of $15,067 in connection with this note.

In the event the amounts due under each funding are not timely paid, Harbor Gates at its sole option shall have the right to convert all unpaid amounts into shares of our common stock at the lower of (a) $0.50 per share or (b) 80% of the lowest volume weighted average price of our common stock during the 10 consecutive trading days prior to the date of conversion. Harbor Gates agreed to not convert such amount of debt that will cause them to own more than 9.99% of our then total outstanding shares. As of December 31, 2020 this note is not yet convertible.

As of the year ended December 31, 2020, we have issued Harbor Gates 420,000 shares of our common stock in accordance with the terms of the Investment Agreement and the promissory note.

Unsecured Loan - SBA

On May 28, 2020, we executed a Loan Agreement with the SBA for the amount of $15,000. The SBA Loan bears interest at 3.75% per annum and matures 30 years from the date of the note. Monthly payments of principal and interest begin twelve (12) months from the date of the note and continue until maturity. The note is unsecured.

7.	Derivative Liabilities

As stated in Note 6, Notes Payable, we determined that certain of our notes payable contained embedded derivative features in the form of conversion provisions which are adjustable based on future prices of our common stock. In accordance with ASC 815-10-25, each derivative feature was initially recorded at its fair value using the Black-Scholes option valuation method and then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The following table represents our derivative liability activity for the years ended December 31, 2020 and 2019:

Balance at December 31, 2018	$	16,342,256
Initial and subsequent measurement of notes		4,430,443
Gains on extinguishment of debt		(20,182,050	)
Gains on conversion of debt		(479,885	)
Balance at December 31, 2019		110,764
Initial and subsequent measurement of notes		(65,604	)
Gain on conversion of debt		(24,475	)
Balance at December 31, 2020	$	20,685

The fair value of the derivative features of the convertible notes were calculated using the following assumptions:

	December 31, 2020		December 31, 2019
Expected term in years		6 months to 2 years		6 months to 2 years
Risk-free interest rate		0.10% to 0.43%		1.71% to 2.63%
Annual expected volatility		110 % to 143%		30 % to 129%
Dividend yield		0.00%		0.00%

Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the issuance.

Volatility: We estimate the expected volatility of the stock price based on the corresponding volatility of our historical stock price for a period consistent with the convertible notes' expected terms.

Dividend yield: We use a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

Remaining term: The remaining term is based on the remaining contractual term of the convertible notes.

8.	Capital Stock

Authorizations and Designations

We are authorized to issue 250,000,000 shares of our $0.001 par value common stock and 10,000,000 shares of our $0.001 par value preferred stock.

Common Stock Issued or Issuable for Services

During 2020 and 2019, we issued stock awards to and entered into consulting agreements with various individuals and entities under which we agreed to issue restricted shares of our common stock for services. The awards and agreements typically required the service provider to complete each vesting period (usually three-month periods) to be eligible to be issued the common shares attributable for that period. The shares were valued using the fair market value of our common stock at the date the stock became vested.

During the years ended December 31, 2020 and 2019, there were 2,148,965 and 1,937,165 shares, respectively, that became vested and issuable and we recorded the following in relation thereto:

	2020		2019
Common shares:
Selling and marketing expense	$	45,354	$	201,960
General and administrative expense		141,649		1,087,328
Total	$	187,003	$	1,289,288

At December 31, 2020 and 2019, there were 272,917 and 471,752 shares, respectively, remaining to be issued for services. All shares issuable at December 31, 2020 were issued in 2021.

Share Cancellation

During the year ended December 31, 2019, holders of 10,000,000 preferred shares and 5,000,000 common shares agreed to cancel their shares. No consideration was paid to the shareholders for their cancellation.

2018 Equity Incentive Plan

The Board of Directors adopted the 2018 Equity Incentive Plan (the "Plan"). The aggregate number of common shares available under the Plan through Awards is the lesser of: (i) 7,500,000 shares, increased each anniversary date of the adoption of the plan by 5 percent of the then-outstanding shares, or (b) 10,000,000 shares. The limitations of this Section 3(a) shall be subject to the adjustments provided for in Section 13 of the Plan. As of December 31, 2020, 3,680,867 shares are available for issuance under the Plan.

9.	Income Taxes

As of December 31, 2020, we had net operating loss carry forwards of approximately $2,986,918 that may be available to reduce various future years' Federal taxable income for 20 years through 2040. Net operating losses may be limited resulting from previous mergers and changes in business. Future tax benefits which may arise as a result of these losses have not been recognized in the accompanying financial statements, as their realization is determined not likely to occur and accordingly, we have recorded a valuation allowance for the deferred tax asset relating to these net operating loss carry forwards. Net operating losses will begin to expire in 2037.

The following table presents the current income tax provision for federal and state income taxes for the years ended December 31, 2020 and 2019:

	For the Year Ended December 31, 2020		For the Year Ended December 31, 2019
Current tax provisions:
Federal	$	-	$	-
State		800		800
Total provision for income taxes	$	800	$	800

Reconciliations of the U.S. federal statutory rate to our actual tax rate for the years ended December 31, 2020 and 2019 are as follows:

	2020			2019
US federal statutory income tax rate		21.0	%		21.0	%
State tax - net of benefit		5.5	%		5.5	%
Net gains on extinguishment and conversion of debt		1.6	%		(38.2	)%
Non-deductible expenses, net of federal benefit
Derivative expense		4.3	%		8.1	%
Stock compensation		(12.3	)%		2.4	%
Non-cash interest expense		(2.6	)%		-
Amortization of debt discount		(3.6	)%		-
Increase in valuation allowance		(13.9	)%		1.2	%
Total provision for income taxes		0.0	%		0.0	%

The components of our deferred tax assets for federal and state income taxes as of December 31, 2020 and 2019 consisted of the following:

	2020			2019
Current
Reserves and accruals	$	16,047		$	10,978
Non-current
Net operating loss carry forwards		792,429			741,706
Less: valuation allowance		(808,476	)		(752,684	)
Net deferred tax assets	$	-		$	-

During the years ended December 31, 2020 and 2019, the valuation reserve increased $55,792 and $170,851, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined, as of December 31, 2020, that it was more likely than not the deferred tax assets would not be realized. The deferred tax assets have been reduced to the 21% Federal tax rate beginning in 2018.

The United States federal tax return years 2014 through 2019 are still subject to tax examination by the United States Internal Revenue Service, however, we do not have any ongoing tax examinations. We are subject to examination by the appropriate agencies state agencies for the years 2014 to 2019 and currently do not have any ongoing tax examinations.

14. FINANCIAL STATEMENTS

NUGL, INC.

FINANCIAL STATEMENTS - UNAUDITED

For the period ended June 30, 2021.


				Underwriting
	Number of	Price to		discount and	Proceeds to		Proceeds to
	Share	Public (3)		commissions (1)	issuer (2)		other persons
Per Share	1	$0.035	$	0	$0.035	$	0.00
Total Minimum	100,000	$3,500.00	$	0.00	$3,500.00	$	0.00
Total Maximum	60,000,000	$2,100,000.00	$	0.00	$2,100,000.00	$	0.00

	(1)	We do not intend to use commissioned sales agents or underwriters.
	(2)	The amounts shown are before deducting organization and offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, finders fees, selling and other costs incurred in the offering of the common stock.
	(3)	The Shares are offered at $0.035 per share, with a Minimum Purchase of 100,000 Shares.


The Company
Organization:	We were incorporated under the laws of the State of Nevada on November 5, 1998. On August 24, 2017, we underwent a Statutory A Reorganization pursuant to Section 1081(a) of the Oklahoma General Corporation Law, as a tax-free reorganization. Our principal office is located at 13771 Roswell Ave Suite F, Chino, CA 91701.
Capitalization:	Our articles of incorporation provide for the issuance of up to (i) 250,000,000 shares of Common Stock, par value $0.0001 and (ii) 10,000,000 shares of Preferred Stock, par value $0.0001. As of the date of this Prospectus there are 48,621,005 shares consisting of 48,621,005 shares of Common Stock, and ZERO shares of Preferred Stock issued and outstanding.
Management:	Our Chief Executive Officer and Director is Curtis J. Melone. He also acts as President and Secretary. There are two other officers or directors of the Company as of the date of this filing. The Company plans to add additional Officers and Directors upon qualification of this offering. The CEO spends approx. 40 hours per week to the affairs of the Company. This is expected to continue following qualification of this offering and as Company operations commence.
Controlling Shareholders:	Our CEO owns 7,000,000 shares of Common Stock. respectively for an aggregate total of 7,000,000 shares of all classes of stock. As such, our current CEO is dependent on the other Officer and Directors to be able to exert significant influence over the affairs of the Company at the present time.


Our Business
Description of Operations:	Headquartered in Chino, CA, NUGL Inc. is an unbiased search engine and online directory for the marijuana industry that adjusts rankings based on community input. NUGL database includes listings for dispensaries, strains, doctors, lawyers, service professionals, vape shops, hydro stores and brands. The company focuses on leading the evolution in business relations, development and organic data in the cannabis industry with metasearch technology. Additionally, with the brand-centric search engine software, consumers can very easily find stores offering their favorite products while various brands can promote their offerings for sales and distribution. Company will engage in development and/or acquisition, management and operation or sale of any class of income producing marijuana companies. We are an emerging growth company, and we expect to use substantially all of the net proceeds from this offering to engage in acquisition and product development business described herein. We expect to build a high-quality brand portfolio intended to generate income and to provide capital preservation, capital appreciation and portfolio diversification. These opportunities may be existing opportunities, newly constructed opportunities or opportunities under development or construction which we intend to acquire, make cosmetic changes, repairs, and other enhancements in order to increase the value. We to build a high-quality portfolio intended to generate current income and to provide capital preservation, capital appreciation and portfolio diversification. The opportunities may be existing opportunities or opportunities under development.
Historical Operations:	Since inception, the Company has limited its operations to advertising and marketing services for the marijuana industry and preparing for this offering. As of June 30, 2021 we have an accumulated deficit of $211,210.


Current Operations:	The Company is currently focused on the Company has limited its operations to advertising and marketing services for the marijuana industry and preparing for this offering.potential acquisition opportunities, as well as sourcing its capital raise requirements.
Growth Strategy:	The Company will seek to begin its acquisition strategy upon completion of this offering, and following a successful capital raise. The timing of commencement of operations may be influenced by our relative success of this offering. We may not raise sufficient proceeds through this offering in order to fully execute our business plans.
The Offering
Securities Offered:	60,000,000 shares of Common Stock at $0.035 per share.
Common Stock Outstanding before the Offering:	47.899,578 shares of Common Stock.
Common Stock Outstanding after the Offering	107.899,578 shares of Common Stock.
Use of Proceeds	The proceeds will be deployed for acquisitions and product development and related working capital expenses.
Termination of the Offering:	The offering will commence as soon as practicable after this Offering Circular has been qualified by the Securities and Exchange Commission (the "SEC") and the relevant state regulators, as necessary and will terminate on the sooner of the sale of the maximum number of shares being sold, twelve months from the effective date of this Offering Statement or the decision by Company management to deem the offering closed.
Offering Cost:	We estimate our total offering registration costs to be $60,000. If we experience a shortage of funds prior to funding, our officer and director has verbally agreed to advance funds to the Company to allow us to pay for offering costs, filing fees, and correspondence with our shareholders; however our officer and director has no legal obligation to advance or loan funds to the Company.
Market for the Shares:	The Shares being offered herein are not listed for trading on any exchange or automated quotation system. The Company does not intend to seek such a listing at any time hereinafter.


Market for our Common Stock:	Our common stock is not listed for trading on any exchange or automated quotation system. We do not intend, upon the effectiveness of this Offering Statement to seek such a listing. We may, however, seek to obtain a listing at a later date, although there can be no guarantee that we will be able to file and later have declared effective, a registration statement made pursuant to the Securities Act of 1933. Moreover, there can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (FINRA), which operates the OTQB Marketplace; nor can there be any assurance that such an application for quotation will be approved .
Common Stock Control:	Our Officers and Directors currently own approximately 30% if the issued and outstanding common stock of the company. None of the Preferred Shares has been issued.
Best Efforts Offering:	We are offering our common stock on a best efforts basis through our Chief Executive Officer, who will not receive any discounts or commissions for selling the shares. There is no minimum number of shares that must be sold in order to close this offering.


			our ability to identify and attract advertising clients and other opportunities that are consistent with our growth strategy;

			our ability to consummate financing on favorable terms;

			fluctuation in advertising rates in our markets;

			our ability to absorb costs that are beyond our control, such as advertising rates on well known platforms, cost-per-impression rates (CPM), media costs and compliance costs as a public company;

			our ability to respond to changes in trends, products and price points and in our markets; and

			economic conditions in our markets, as well as the condition of the financial investment markets and the economy generally.

Proceeds from Sale	$0.525 MM	$1.05 MM	$2.1 MM
Percentage of Shares Sold	25%	50%	100%
Price Per Share	$0.035	$0.035	$0.035
Shares Issued	15,000,000	30,000,000	60,000,000
Capital Raised	525,000	1,050,000	2,100,000
Less Offering Costs	60,000	60,000	60,000
Net Proceeds	465,000	990,000	2,040,000
Net Tangible Value Pre-Financing	45,775	45,775	45,775
Net Tangible Value Post-Financing	419,225	944,225	1,994,225
Shares Issued and Outstanding - Pre Financing	48,621,005	48,621,005	48,621,005
Shares Issued and Outstanding - Post Financing	63,621,005	78,621,005	108,621,005
Net Tangible Value Pre-Financing	$0.065	$0.065	$0.065
Increase/Decrease per Share Attributable To New Investors	$0.058	$0.053	$0.047
Net Tangible Book Value per Share, Post Offering	$0.007	$0.012	$0.018


Use	Amount	Percentage
Acquisition Costs	$500,000	24%
Development Costs	$400,000	19%
Working Capital	$880,000	41.9%
Salaries	$260,000	12.3%
Offering Expenses	$60,000	2.8%
TOTAL	$2,100,000	100%


		Experienced and Dedicated Management. The Company intends to recruit a committed management team with experience in various phases of the marijuana business. This team, who in place, will assist in establishing a robust infrastructure of service providers, including financial and business development managers for assets under management.
		Investing Strategy. Our CEO has an extensive deal flow network in target markets due to long-standing relationships with marijuana business owners and public company lenders.

		Highly Disciplined Investing Approach. We intend to take a time-tested and thorough approach to analysis, management and investor reporting.


	-	to maximize the capital gains of our opportunities;

	-	to preserve and protect your capital contribution;
	-	to enable investors to realize a return on their investment by beginning the process of liquidating and distributing cash to investors within approximately five years of the termination of this offering, or providing liquidity through alternative means such as in-kind distributions of our own securities or other assets; and
	-	To achieve long-term capital appreciation for our stockholders through increases in the value of our company.


	historic and projected population growth;
	markets with historic and growing numbers of a qualified marijuana users, especially where medical use certificates are required by consumners;
	high historic and projected employment growth;
	markets with high levels of insured populations; and
	stable household income and general economic stability.


Name	Position	Age	Date of First Appointment
Curtis J. Melone	Chief Executive Officer & Director	47	August 24, 2017
Brandon Vargas	President, Secretary, Treasurer & Director	47	August 24, 2017
Hamon Fytton	Chief Investment Officer & Director	67	June 7, 2021
Thomas Bouse CPA	Chief Financial Officer & Director	55	August 24, 2017
Ryan Bartlette	Chief Marketing Officer & Director	39	August 24, 2017
Jeff Odle	Chief Technology Officer & Director	38	August 24, 2017


		Amount and
	Amount and	nature of
	nature of	beneficial	Percent
Name and address of beneficial	beneficial	ownership	of class
owner (1)	ownership (2)	acquirable	(3)
Curtis J. Melone	7,000,000	-0-	14.9%
Brandon Vargas	5,000,000	-0-	10.5%
Hamon Fytton	1,000,000	-0-	2.0%
Jeff Odle	3,000,000	-0-	6.2%
Ryan Bartlette	3,000,000	-0-	6.2%
Tom Bouse CPA	0	-0-	0%

All directors and officers as a group (1 persons)	19,000,000	-0-	38.0%


	(1)	The address of those listed is 13771 Roswell Ave., Suite F, Chino, CA 91701
	(2)	Our CEO owns 7,000,000 of Common Stock. Unless otherwise indicated, all shares are owned directly by the beneficial owner.
	(3)	Based on 48,621,005 of Common stock outstanding prior to this Offering.


CONTENTS:



Balance Sheet for the years ending December 31, 2019 & December 31, 2020.

Statement of Operations for the years ending December 31, 2019 & December 31, 2020.

Statements of Stockholder's Deficit for the years ending December 31, 2019 & December 31, 2020.

Statements of Cash Flows for the years ending December 31, 2019 & December 31, 2020.

Notes to the Financial Statements


CONTENTS:



Balance Sheet as of June 30, 2020.

Statement of Operations as of June 30, 2020.

Statements of Stockholder's Deficit as of June 30, 2020.

Statements of Cash Flows as of June 30, 2020.

Notes to the Financial Statements

	June 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash	$	1,731		$	1,607
Accounts receivable, net		17,685			17,385
Total current assets		19,416			18,992
Property and equipment, net		227,597			254,597
Other assets		2,267			2,267

Total Assets	$	249,280		$	275,856

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	21,921		$	21,921
Accrued interest		31,070			24,438
Notes payable, net of discount		315,291			228,488
Derivative liabilities		20,685			20,685
Total current liabilities		388,967			295,532
Long-term liabilities:
Notes payable		15,000			15,000
Total Liabilities		403,967			310,532

Commitments and contingencies		-			-

Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		-			-
Common stock, $0.001 par value, 250,000,000 shares authorized; 48,621,005 and 47,342,399 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		48,621			47,342
Additional paid-in capital		4,193,634			4,091,121
Accumulated deficit		(4,396,942	)		(4,173,139
Total stockholders deficit		(154,687	)		(34,676)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	249,280		$	275,856

	For the Six Months Ended June 30, 2021		For the Six Months Ended June 30, 2020

Revenue, net	$	4,701	$	41,244
Cost of revenue		-		-
Operating expenses:
Consulting		138,786		72,413
Professional Fees		41.755		26,636
Depreciation & Amortization		27,000		-
Selling, General and administrative		8,370		88,524
Total operating expenses		215,911		187,573

Net Income (Loss) from Operations		(211,210)		(146,329)

Other (expense) income:

Accrued Interest Expense		(11,872)		(24,101)
Total other (expense) income		(74,695)		30,268


Net Income (Loss)	$	(223,082)	$	(170,430)
Weighted Average Number of Shares Outstanding		48,057,899		46,059,791
Basic and Diluted Loss per Share	$	(0.005)	$	(0.01)


Name	Title	Date

/s/ *Curtis J. Melone*	Chief Executive Officer (Principal Executive Officer) and Chairman of the Board	September 21, 2021
Curtis J. Melone		September 21, 2021
/s/ *Curtis J. Melone*	Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	September 21, 2021
Curtis J. Melone		September 21, 2021