SEC Info - 3FORCES Inc. - ‘10-Q’ for 9/30/23

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		Alternative Formats (Word, et al.) Condensed Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited) Condensed Statements of Cash Flows for the nine months periods ended September 30, 2023 and 2022 (unaudited) Condensed Statements of Changes in Stockholders' Equity as of September 30, 2023 and September 30, 2022 (unaudited) Condensed Statements of Operations for the three months and nine months periods ended September 30, 2023 and 2022 (unaudited) Controls and Procedures Defaults Upon Senior Securities Exhibits Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mining Safety Disclosures Notes to the Condensed Unaudited Financial Statements Other Information Part Ii Quantitative and Qualitative Disclosures About Market Risk Risk Factors Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Condensed Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited)
"	Condensed Statements of Operations for the three months and nine months periods ended September 30, 2023 and 2022 (unaudited)
"	Condensed Statements of Changes in Stockholders' Equity as of September 30, 2023 and September 30, 2022 (unaudited)
"	Condensed Statements of Cash Flows for the nine months periods ended September 30, 2023 and 2022 (unaudited)
"	Notes to the Condensed Unaudited Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii
"	Other Information
"	Item 1
"	Legal Proceedings
"	Item 1A
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mining Safety Disclosures
"	Item 5
"	Item 6
"	Exhibits

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i ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

i ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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. i Yes ☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i ☐ No ☒

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: i 132,660,450 common shares issued and outstanding as of November 14, 2023.

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

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

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

On August 16, 2019, the Company executed a promissory note with Mr. Wong for $ i 60,000. The loan is unsecured, accrues interest at i 4% per quarter, compounded quarterly, and is due on demand.

On February 4, 2021, the Company executed a promissory note with Mr. Wong for $ i 40,000. The loan is unsecured, accrues interest at i 4% per quarter, compounded quarterly, and is due on demand.

On May 27, 2021, the Company executed a promissory note with Mr. Wong for $ i 54,141. The loan is unsecured, accrues interest at i 4% per quarter, compounded quarterly, and is due on demand.

On September 1, 2021, the Company executed a promissory note with Mr. Wong for $ i 37,000. The loan is unsecured, accrues interest at i 4% per quarter, compounded quarterly, and is due on demand.

On November 1, 2021, the Company executed a promissory note with Mr. Wong for $ i 60,000. The loan is unsecured, accrues interest at i 4% per quarter, compounded quarterly, and is due on demand.

On December 1, 2022, the Company executed a promissory note with Mr. Wong for $ i 50,000. The loan is unsecured, accrues interest at i 4% per quarter, compounded quarterly, and is due on demand.

On June 23, 2023, the Company executed a promissory note with Mr. Wong for $ i 60,010. The loan is unsecured, accrues interest at i 4% per quarter, compounded quarterly, and is due on demand.

In addition to the above loans, on September 30, 2019, Mr. Wong advanced the Company $ i 500 to open a bank account in the Company’s name in the Philippines. The loan is unsecured, accrues interest at i 4% per quarter, compounded quarterly, and is due on demand. On September 30, 2022, Mr. Wong advanced the Company an additional $ i 500 to open another bank account in the Company’s name in the Philippines. The loan is unsecured, accrues interest at i 4% per quarter, compounded quarterly, and is due on demand.

As of September 30, 2023 and December 31, 2022, there is $ i 553,679 and $ i 414,429, respectively, of total accrued interest due on the above notes.

Mr. Wong has informed the Company in writing that he does not intend to demand payment, in whole or in part, of the outstanding promissory notes until the earlier of (i) December 31, 2023 or (ii) at such time as the Company receives a minimum of $2,000,000 in proceeds from a public or private offering.

Mr. Wong’s consulting agreement was renewed effective September 1, 2020. Annual compensation was increased from $180,000 to $ i 200,000. In addition, he is entitled to receive i 15,000,000 shares of common stock which will vest over four years (or monthly at the rate of 312,495 shares per month). The term of the agreement is for four years and either party may terminate the agreement by delivering notice to the other. In this regard, during the year ended December 31, 2021, Mr. Wong earned i 3,750,000 shares of common stock for services rendered under his consulting agreement, for total non-cash expense of $ i 27,500. During the year ended December 31, 2022, Mr. Wong earned i 3,750,000 shares of common stock for services rendered under his consulting agreement, for total non-cash expense of $ i 27,500. Since the Company’s common stock is not currently trading, shares were issued at the price of shares sold to third parties of $ i 0.007 at such time.

During the nine months ended September 30, 2023, Mr. Wong earned i 2,812,500 shares of common stock for services rendered under his consulting agreement, for total non-cash expense of $ i 281,500. Since the Company’s common stock is not currently trading, shares were issued at the price of shares last sold to a third party of $ i 0.10. On May 8, 2023, i 26,562,495 shares of common stock were issued to Mr. Wong under his consulting agreements, of which i 1) 24,687,495 shares of common stock which were previously earned but unissued (valued at $267,916) and 2) 1,875,000 shares of common stock for Q2 and Q3 quarter (valued at $187,500).

As of September 30, 2023 and December 31, 2022, there is $ i 1,410,528 and $ i 1,260,528, respectively, of accrued compensation due to Mr. Wong.

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

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

On October 2, 2020, the Company formed Talguu Inc., an Arizona corporation, as a wholly owned subsidiary for the purpose of changing the domicile of the Company from California to Arizona. The process involved the filing of respective merger forms in each of Arizona and California. On January 15, 2021, the State of Arizona approved the Statement of Merger whereby the parent entity, Guuru Corp (a California corporation, formerly Live Inc, a California corporation), was merged into Talguu Inc. (an Arizona corporation). On March 15, 2021, the State of California is approved the merger transaction. As mentioned above, on April 29, 2021, the Company’s name was changed to 3Forces Inc.

Talguu.com. Our platform, www.Talguu.com, will be a digital media supermarket for the digital media producers to monetize their work in entertainment, news, education, and other channels that can be offered to the public. We allow the producers to charge pay-per-view for their digital content to our users. The producers are given individual channels for them to market their products. We will receive an agreed percentage of the pay-per-view revenues. Due to the impact of Covid 19, our development progress has been adversely impacted. We now plan to launch select channels in the first quarter of 2024 in the Philippines and the fourth quarter of 2023 in the United States.

9000Jobs.com (formerlyTrabahanap.com). Our jobs platform helps bring employers and job hunters together, the platform has been launched in the Philippines, and will be launched in the United States in the fourth quarter of 2023. In the Philippines, our former partner, ABS-CBN, a large national TV network in the Philippines initially handled the marketing of the platform. This arrangement ended on November 30, 2022. We commercially launched the site as a beta test site to the public in late 2019. Due to impact of Covid 19, we were unable attract users until July 2021 when we started charging employers on the site. In late 2021 and early 2022, there were two spikes in the Covid pandemic in the Philippines, which forced the employers to stop hiring. As of September 30, 2023, we have over 750,566 users and over 4,402 employers on this site, and we booked $694 in gross revenue for the current nine month period. We do not expect a significant revenue stream to rise until our new marketing campaign starts to take hold. Concurrent with the termination of our marketing agreement with ABS-CBN, we rebranded the site as 9000Jobs.com.

ManagerSpecial.com. Our third platform, www.ManagerSpecial.com, is an online market place for products that are perishable. The sellers can create flash sales on ManagerSpecial. Our platform helps sellers to sell and buyers to buy, products and services that have a limited useful life, such as food, produce, hotel rooms, beauty salon seats, manicure stations, idling labor, and any thing that has an imminent expiration time that the seller wants to dispose of. The sellers usually offer deep discounts to the buyers to move their expiring inventories. Instead of letting their inventories become worthless after a certain time, we help sellers turn a total loss to a partial gain and we help the buyers purchase good products at an attractive discount. The software development has been completed. Due to Covid 19, the initial launch date in 2021 was revised multiple times in the United States. We now plan to launch it in the United States in the second quarter of 2024.

On April 5, 2023, the Company amended it Articles of Incorporation with the Arizona Secretary of State by affecting a 15 for 1 forward stock split of its common stock. Immediately prior to the corporate action, the Company had 7,654,500 shares of common stock issued and outstanding. Immediately following the corporate action, the Company had 114,817,500 shares of common stock issued and outstanding.

Our offices are located at 7702 E Doubletree Ranch Road, Unit 300, Scottsdale, Arizona. Our telephone number is 480.902.3062 Our websites are www.3Forces.com, www.Talguu.com, www.ManagerSpecial.com, and 9000Jobs.com (which replaced JobDor.com and Trabahanap.com due to our re-branding).

As of September 30, 2023, we have $63,500 in available cash which is allocated towards our operations.

As of September 30, 2023, the Company has outstanding promissory notes in favor of Mr. Keith Wong in the total amount of $722,151 plus accrued interest of $553,679 on such notes. Mr. Wong, the Company’s primary executive officer and controlling stockholder, has informed the Company in writing that he does not intend to demand payment, in whole or in part, of the outstanding promissory notes until the earlier of (i) December 31, 2023 or (ii) at such time as the Company receives a minimum of $2,000,000 in proceeds from a public or private offering.

In addition, as of September 30, 2023, the Company has accrued $1,410,528 in compensation to Mr. Wong, which amount will not be due until upon the earlier of; a Nasdaq listing or an aggregate of at least 51% ownership of the Company is beneficially controlled by parties other than the current management (as of March 2, 2018).

Our plan of operations for each platform through fiscal year 2023 is as follows:

Talguu.com. We have completed the required software in September 2023 for our release version. This accelerated development speed was made possible by the Company’s CEO. Mr. Wong has spent a considerable amount of time to designing and programing the software in conjunction with our contract programmers. Therefore, we do not expect much additional expenditure in finishing the software for this platform. The marketing cost will not start until the fourth quarter of 2023. We require approximately $50,000 for marketing in the Philippines and $100,000 for marketing in the United States in order to launch the platform in both counties. If we are unable to obtain the required funding in 2023, the marketing and launch of the platform will be delayed.

9000Jobs.com becomes our global brand for our job posting site (formerlyTrabahanap.com in the Philippines). As of the date of this filing, the platform in the Philippines is fully operational and generating limited revenues. We plan to launch the US version in the fourth quarter of 2023. We require approximately $50,000 to market this platform annually in the Philippines and $100,000 for annual marketing in the United States. If we are unable to obtain the required funding in 2023, the marketing and launch of the platform will be delayed.

ManagerSpecial.com. The software development has been completed. Due to Covid 19, the initial launch date in 2021 was revised multiple times. We are now planning to launch this platform in first quarter of 2024 in the United States and in the second quarter of 2024 in the Philippines. One of the main features of our platform is designed to attract customers for dine-in restaurants. We require approximately $50,000 to initially market this platform in the Philippines for the first 12 months and $100,000 in annual marketing for the United States in 2024. If we are unable to obtain the required funding in 2024, the marketing and launch of the platform will be delayed.

In order for us to fully implement our business plan, we will use our available cash of approximately $63,500 as of September 30, 2023 and we will need approximately $1,026,500 in public or private financing for a total of $1,090,000 in required funds. Our founder, Mr. Keith Wong, has devoted substantial software engineering time into these various platforms. As a result, his contributions to date have obviated or minimized the need to hire similar professionals, and has resulted in a considerable saving for the Company. Nonetheless, we will need additional funds to enable us to fully develop and market our 3 platforms for the next 12 months. The ongoing funding support from Mr. Wong can only afford the Company a very slow growth and limited marketing efforts. The breakdown of these costs is as follows:

If we are unable to receive sufficient funding from private or public equity or debt offerings, the Company will be required to scale back or delay our software development and marketing efforts. Further, if we do not receive any funds from the Offering or other funding, our operations will be limited as stated in Our Plan for Fiscal Year 2023 above. We continue to rely on our founder, Mr. Wong, to provide financial support for our platforms. However, we cannot be assured that Mr. Wong will continue to do so in the future.

The following table sets forth key components of the results of operations for the three and nine month periods ended September 30, 2023 and 2022, respectively. The discussion following the table addresses these results.

The following table sets forth key components of the results of operations for the three month periods ended September 30, 2023 and 2022, respectively. The discussion following the table addresses these results.

Revenues. For the three months ended September 30, 2023, we had $237 in revenues compared with $270 in revenues for the three months ended September 30, 2022, both amounts attributable to our 9000Jobs.com platform in the Philippines. The slight reduction in revenues for the current period was due to the termination of the marketing agreement with our former partner, ABS-CBN, a large national TV network in the Philippines, which ended in November 2022.

Operating Expenses. For the three months ended September 30, 2023, we had total operating expenses of $202,703, as compared to total operating expenses of $118,067 for the three months ended September 30, 2022, an increase of approximately 72% from the prior year’s three-month period for the reasons discussed below. Operating expenses consists of officer compensation, software development expense, amortization expense and general and administrative expenses, which includes consulting and professional fees.

Officer compensation for the three months ended September 30, 2023 and September 30, 2022 was $143,750 and $56,875, respectively. Officer compensation relates solely to monthly compensation expense for Mr. Wong under his consulting agreement.

General and administrative expenses for the three months ended September 30, 2023 and September 30, 2022 were $44,553 and $45,292, respectively. The slight decrease in general and administrative expenses for the current quarter was due mainly to a reduction in stock compensation to third parties.

Total Other Income (Expense). For the three months ended September 30, 2023, we incurred interest expense of $49,055, as compared to $37,938 for the three months ended September 30, 2022 due to an increase in related party loans during the current period. Interest expense results from loans from our Chief Executive Officer. In addition, during the three month period in 2022, we had a realized loss in trading securities of $11,161. We did not have similar entries for the current period. We also had interest income of $1 for the current three-month period compared with $66 for the same period last year. Interest income is derived from funds held in an interest-bearing account.

Net Loss. We had a net loss of $251,520 for the three months ended September 30, 2023 compared with a net loss of $166,830 for the three months ended September 30, 2022, an increase of approximately 51%. The increase in our net loss is due to the reasons discussed above.

Revenues. For the nine months ended September 30, 2023, we had $694 in revenues compared with $2,601 in revenues for the three months ended September 30, 2022, both of which are attributable to our 9000Jobs.com platform in the Philippines. The reduction in revenues for the current period was due to the termination of the marketing agreement with our former partner, ABS-CBN, a large national TV network in the Philippines, which ended in November 2022.

Operating Expenses. For the nine months ended September 30, 2023, we had total operating expenses of $745,705, as compared to total operating expenses of $337,098 for the nine months ended September 30, 2022, an increase of approximately 123% from the prior year’s nine-month period for the reasons discussed below. Operating expenses consists of officer compensation, software development expense, amortization expense and general and administrative expenses, which includes consulting and professional fees.

Officer compensation for the nine months ended September 30, 2023 and September 30, 2022, was $431,250 and $170,625, respectively. Officer compensation relates solely to monthly compensation expense for Mr. Wong under his consulting agreement.

General and administrative expenses for the nine months ended September 30, 2023 and September 30, 2022 were $269,755 and $118,405, respectively. The increase in general and administrative expenses for the current period was due mainly to an increase in stock compensation to third parties.

Total Other Income (Expense). For the nine months ended September 30, 2023, we incurred interest expense of $139,253, as compared to $109,491 for the three months ended September 30, 2022 due to an increase in related party loans during the current period. Interest expense results from loans from our Chief Executive Officer. In addition, during the nine month period in 2022, we had a realized loss in trading securities of $24,000. We did not have similar entries for the current period. We also had interest income of $6 for the current three-month period compared with $86 for the same period last year. Interest income is derived from funds held in an interest-bearing account.

Net Loss. We had a net loss of $884,258 for the nine months ended September 30, 2023 compared with a net loss of $467,902 for the nine months ended September 30, 2022, an increase of approximately 89%. The increase in our net loss is due to the reasons discussed above.

Net cash used in operating activities. We used cash in our operating activities for the nine months ended September 30, 2023 primarily to fund our net loss and accrued liabilities, offset by accrued accounts payable and accrued liabilities. For the nine months ended September 30, 2022, we used cash in our operating activities primarily to fund our net loss and unrealized gain on securities, offset by accrued stock-based compensation to our sole executive officer, accrued accounts payable, accrued interest and accrued compensation to our sole executive officer.

Net cash (used) provided by investing activities. We used cash from our investing activities for the nine months ended September 30, 2023 for software development of our various platforms and for the nine months ended September 30, 2022, we used cash from our investing activities for software development and purchase of securities offset by cash provided from the sale of securities.

Net cash from financing activities. During the nine months ended September 30, 2023, we had $22,500 in cash provided by a private placement and $60,010 of related party loans compared with $500 in related party loans for the nine month period ended September 30, 2022, respectively.

From inception through September 30, 2023, we have received a total of $226,500 in funds from the private placement of our common stock. As of September 30, 2023, our total current assets are $63,530. In addition, as of that same date, Mr. Wong, has loaned the Company the sum of $722,151, plus accrued interest of $553,679 which amounts are due on demand. Mr. Wong has informed the Company in writing that he does not intend to demand payment, in whole or in part, of the outstanding promissory note until the earlier of (i) December 31, 2023 or (ii) at such time as the Company receives a minimum of $2,000,000 in proceeds from a public or private offering.

As set forth in our Full Implementation of Our Business Plan above, we will need additional debt or equity funding for the future development of our business, including funds form the public offering described herein. Given our limited cash on hand, if we are unable to receive a significant amount of funding, we will be unable to fully develop our business plan. Thus, we will be highly dependent upon the success of the public offering described herein. Therefore, the failure thereof would result in need to seek capital from other resources such as debt financing, which may not even be available to us. However, if such financing were available, because we are in are early stages of our business plan, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If we cannot raise additional proceeds via a private placement of its common stock or secure debt financing, it would be required to cease business operations. As a result, investors could lose all of their investment.

These conditions and the ability to successfully resolve these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms. Management also confirmed that there was no change in our internal control over financial reporting during the nine months period ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Pursuant to the requirements 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.


	September 30,			December 31,
	2023			2022
ASSETS
Current Assets:

Cash	$	i 63,530		$	i 136,048
Total Current Assets		i 63,530			i 136,048

Software development costs, net		i 96,900			i 108,600

Total Assets	$	i 160,430		$	i 244,648

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	$	i 23,160		$	i 46,809
Accrued interest – related party		i 553,679			i 414,429
Note payable – related party		i 722,151			i 662,141
Accrued officer compensation – related party		i 1,410,528			i 1,260,528

Total Liabilities		i 2,709,518			i 2,383,907

Stockholders' Deficit:
Common stock, $ i 0.0001 par value; i 10,000,000,000 shares authorized, i 141,379,995 and i 113,842,500 shares issued and outstanding, respectively		i 14,138			i 11,384
Additional paid-in capital		i 977,614			i 427,452
Common stock to be issued		i 106,358			i 184,268
Treasury stock		( i 50	)		( i 50	)
Accumulated other comprehensive income		i 461			i 1,038
Accumulated deficit		( i 3,647,609	)		( i 2,763,351	)

Total Stockholders’ Deficit		( i 2,549,088	)		( i 2,139,259	)

Total Liabilities and Stockholders' Deficit	$	i 160,430		$	i 244,648

	For the Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net Loss	$	( i 884,258	)	$	( i 467,902	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation – related party		i 281,250			i 20,625
Stock based compensation		i 171,256			i 1,658
Amortization expense		i 24,000			i 18,900
Loss on trading securities		i —			i 24,000
Changes in assets and liabilities:
Accounts payable and accrued liabilities		( i 23,649	)		i 27,134
Accrued interest – related party		i 139,250			i 109,491
Accrued compensation– related party		i 150,000			i 150,000
Net cash used in operating activities		( i 142,151	)		( i 116,094	)

Cash flows from investing activities:
Software development cost		( i 12,300	)		( i 7,200	)
Purchase of trading securities		i —			( i 37,570	)
Proceeds from sale of trading securities		i —			i 83,113
Net cash (used) provided by investing activities		( i 12,300	)		i 38,343

Cash flows from financing activities:
Proceeds from sale of common stock		i 22,500			i —
Proceeds from a related party		i 60,010			i 500
Net cash provided by financing activities		i 82,510			i 500

Effect of exchange rate on cash		( i 577	)		( i 2,942	)
Net change in cash		( i 71,941	)		( i 77,251	)
Cash, beginning of period		i 136,048			i 163,289

Cash, end of period	$	i 63,530		$	i 83,096

Supplemental Disclosures:
Interest paid	$	i —		$	i —
Income taxes paid	$	i —		$	i —

	·	Identification of a contract with a customer;
	·	Identification of the performance obligations in the contract;
	·	Determination of the transaction price;
	·	Allocation of the transaction price to the performance obligations in the contract; and
	·	Recognition of revenue when or as the performance obligations are satisfied.

	September 30, 2023
Accumulated other comprehensive loss, beginning of period	$	i 1,038
Change in cumulative translation adjustment		( i 577	)
Accumulated other comprehensive loss, end of period	$	i 461

Amount ($)	Expenditure
50,000	Costs for being a public entity
60,000	Software programming across 4 platforms
30,000	Cloud Hosting across 4 platforms
450,000	Marketing for Talguu.com, ManagerSpecial.com and 9000Jobs.com
500,000	General, administrative and miscellaneous costs,

$1,090,000

3FORCES Inc. – ‘10-Q’ for 9/30/23

On: Tuesday, 11/14/23, at 11:46am ET · For: 9/30/23 · Accession #: 1477932-23-8381 · File #: 333-230070

Previous ‘10-Q’: ‘10-Q’ on 8/14/23 for 6/30/23 · Latest ‘10-Q’: This Filing

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Large accelerated filer	☐	Accelerated filer	☐
i Non-accelerated filer	☒	Smaller reporting company	i ☒
		Emerging growth company	i ☒

		Page
PART I	FINANCIAL INFORMATION:

Item 1.	Financial Statements (Unaudited)

	Condensed Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited)	3

	Condensed Statements of Operations for the three months and nine months periods ended September 30, 2023 and 2022 (unaudited)	4

	Condensed Statements of Changes in Stockholders’ Equity as of September 30, 2023 and September 30, 2022 (unaudited)	5

	Condensed Statements of Cash Flows for the nine months periods ended September 30, 2023 and 2022 (unaudited)	6

	Notes to the Condensed Unaudited Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 4.	Controls and Procedures	18

PART II	OTHER INFORMATION:

Item 1.	Legal Proceedings	19

Item 1A	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Mining Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	19

	Signatures	20


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue, net	$	237		$	270		$	694		$	2,601

Operating Expenses:
Officer compensation – related party		143,750			56,875			431,250			170,625
Software development expense		8,100			9,600			25,800			29,168
Amortization expense		6,300			6,300			18,900			18,900
General and administrative expenses		71,354			45,292			269,755			118,405
Total operating expenses		202,703			118,067			745,705			337,098

Loss from operations		(202,466	)		(117,797	)		(745,011	)		(334,497	)

Other income (expense):
Interest expense – related party		(49,055	)		(37,938	)		(139,253	)		(109,491	)
Unrealized gain on trading securities		—			(11,161	)		—			(24,000	)
Interest income		1			66			6			86
Total other expense		(49,054	)		(49,033	)		(139,247	)		(133,405	)

Loss before income taxes		(251,520	)		(166,830	)		(884,258	)		(467,902	)

Provision for income taxes		—			—			—			—

Net loss	$	(251,520	)	$	(166,830	)	$	(884,258	)	$	(467,902	)

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

3FORCES INC.

/s/ *Keith Wong*
Keith Wong
Chief Executive Officer and Chief Financial officer (Principal Executive, Financial and Accounting Officer)

This ‘10-Q’ Filing	Date	Other Filings

	12/31/23
Filed on:	11/14/23
	10/19/23
For Period end:	9/30/23
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