UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

For the fiscal year ended March 31, 20192021

Commission file number: 333-197642

TRIBUS ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Registrant's

Registrant’s telephone number: (509) 992-4743

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒  No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes  No ☒

The number of shares of Common Stock, $0.001 par value, outstanding on July 16, 201912, 2021 was 7,184,85835,651,858 shares.

TRIBUS ENTERPRISES, INC.

FOR THE FISCAL YEAR ENDED

MARCH 31, 20192021

Index to Report

on Form 10-K

FORWARD-LOOKING STATEMENTSPART I

This Annual Report on Form 10-KExcept for the historical information, the following discussion contains forward-looking statements and involvesthat are subject to risks and uncertainties that coulduncertainties. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results or actions may differ materially affect expectedfrom these forward-looking statements for many reasons, including the risks described in “Risk Factors” and elsewhere in this annual report. Our discussion and analysis of our financial condition and results of operations liquidity, cash flows,should be read in conjunction with the financial statements and business prospects. These statements include, among other things, statements regarding:

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual future results to differmay be materially different from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed under the heading "Risk Factors" in Part I, Item 1A and those discussed in other documentswhat we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.currently expect.

Throughout this Annual Report references to "we", "our", "us", "the Company", and similar terms refer to Tribus Enterprises, Inc.

PART I

ITEM 1. BUSINESS

General Business Development

The CompanyTribus Enterprises Inc. was formed on March 29, 2017 in the State of Washington.

Business Strategy Throughout this report references to “we”, “our”, “us”, “the company”, “Tribus” and similar terms refer to Tribus Enterprises, Inc.

Upon incorporation, the Company entered into a share exchange agreement with Tribus Innovations, LLC (“Tribus Innovations”) and acquired all of the outstanding ownership interests of Tribus Innovations.Innovations, LLC. Tribus Innovations, LLC was formed on December 1, 2015. The transaction was accounted for as a reverse merger and these financial statements present the historical financial information of Tribus Innovations, LLC from its inception and include the financial information of the Company from the completion of the share exchange agreement on March 29, 2017. The Company has not yet realized revenues from its planned business activities. The membership interests of Tribus Innovations, LLC were all held by the officers and directors of Tribus Enterprises, Inc. The Company acquired 100% of the membership interests of Tribus Innovations, LLC in exchange for 2,600,000 of our common shares and 19,999,998 of our shares of Class A preferred stock. Tribus Innovations, LLC is currently a 100% owned subsidiary of the Company.

Tribus LLC was formed in December 2015 to develop, manufacture, and market a compelling product line of innovative ratcheting flare nut wrenches which have been issued a Patent Pending since April of 2016,under application number: 15/092,056 Duration ofwhich was issued on September 17, 2019 under Patent should be a standard of 20 years once the patent is granted by the USPTO. TheirNumber 10,414,029. The initial product line uses traditional manufacturing methods of metal forging, subtractive manufacturing (CNC milling), additive manufacturing (3D printing), and plastic injection molding. Tribus LLC has made several plastic resin prototypes in 2016. Tribus LLC has developed metal prototypes built out of tool grade steel and has been testing the results. The results have been extraordinary and have exceeded the expectations of everyone who has been involved. Tribus LLC has improved the design of the Ratcheting Flare Nut Wrench to make it even stronger with more capabilities as well as increasing the functionality.

Products

Tribus LLC’sTribus’ ratcheting flare nut wrench addresses the market in a way that has never been done before; reducing the time it takes to turn inline fasteners.

•

●        Ease of Use – There are no buttons or switches. In order to reverse the tightening direction, simply remove the tool and rotate it 180°. Most other flare nut wrenches do not use buttons or switches.

•

●        Learning Curve – This works the same as a standard open ended wrench but it has the ability to ratchet, saving valuable time. There will be a very short and slight learning curve as the users will simply need to remove the tool off the fastener and line up the open slots to remove the tool completely off the line.

•

●        Heavy Torque applicationApplication – Due to the design of the pawls that engage into the ratchet, it has at least 4x more contact surfaces than standard ratcheting wrenches. This will translate to much more application of torque.

•

●        Convenience in tight spacesTight Spaces – Pawls have been designed along with corresponding grooves in the ratchet so users can maximize ratchet pitch. It will only take 2°- 4° to get the ratchet to click. This is crucial in tight spaces where there is very little room to swing the ratchet.

Tribus Innovations’Tribus’ ratcheting flare nut wrench will be produced for saleproduct line, which includes line and O2/NOx sensor wrenches, are being sold in the hand tool industry. Historically there have been limited designs in the ratcheting flare nut wrench sales market such as; Gear Wrench part number 89100 (UPC 099575891007) and the traditional nonratchetingnon-ratcheting flare nut wrench. These designs do not allow for small incremental movement in confined spaces, whereas Tribus Innovations’Tribus’ version of the ratcheting flare nut wrench breaks new ground in this market.

EmployeesBusiness/Marketing Strategy

AsDue to the wide application of March 31, 2019, we have no employees, but have three (3) officersTribus Tools, Tribus has extensive marketing opportunities. Currently, Tribus has been selling its tools through on-line sales that include Facebook and directors who are non-employee Directors. We have two agreements with anyGoogle ads and tool trucks. In the latter part of our management/subcontractors for any services. We considerfiscal year, we started selling our relationsO2/NOx Sensor wrench on Amazon. While these efforts generated modest sales to date, it has provided Tribus with the feedback and assurance that the tools are needed, wanted, and provide value to our subcontractors to be good.customers.

Available Information

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. All of our reports are able to be reviewed through the SEC'sSEC’s Electronic Data Gathering Analysis and Retrieval System (EDGAR) which is publicly available through the SEC'sSEC’s website (http://www.sec.gov).

We intend to furnish to our stockholders annual reports containing financial statements audited by our independent certified public accountants and quarterly reports containing reviewed unaudited interim financial statements for the first three-quarters of each fiscal year. You may contact the Securities and Exchange Commission at (800) SEC-0330 or you may read and copy any reports, statements or other information that we file with the Securities and Exchange Commission at the Securities and Exchange Commission'sCommission’s public reference room at the following location:

Public Reference Room

100 F. Street N.W.

Washington, D.C. 2054900405

Telephone: (800) SEC-0330

ITEM 1A. RISK FACTORS

Risks Relating to the Early Stage of our Company

We are at a veryan early operational stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy is in a veryan early stage. Our business and operations should be considered to be in a very early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

We have a very limited operating history and our business plan is unproven and may not be successful.

Our company was formed in March 2017 butand we have not yetrecently begun full scale operations. We have not licensed or sold any products commerciallylimited sales and do not have any definitive agreements to do so. Wewe have not proven that our business model will allow us to generate a profit. The Company has not generated any revenue at this time. We have produced initial wrenches. We have also started purchasing machinery and it is starting to be set in place in the month of June 2019.

We have suffered operating losses since inception and we maythe achievement of profitability has not be able to achieve profitability.yet been proven.

We had an accumulated deficit of $1,407,042$4,846,378 as of March 31, 20192021. The Company is projecting a profit for the year ending March 31, 2022 based on the purchase of new equipment and we expecthiring key personnel to continueincrease production. In addition, our projections are based on accomplishing sales goals. Our future success will depend, among other things, upon Management’s ability to incur significant set up expenses in the foreseeable future related to the completion of developmentexecute its’ marketing and commercialization of our sites. As a result, we are sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.production plans.

We may have difficulty raising additional capital, which could deprive us of necessary resources.

We expect to continue to devote significant capital resources to fund set upproduction and marketing. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of competitive technology by others. Because our common stock is not listed on a major stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

We expectare currently attempting to raise $5,000,000 through a private placement offering. While we have raised $875,500 as of March 31, 2021, our ability to raise additional capital during 2019 but we do not have any firm commitments for funding.amounts is uncertain. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.

The novel COVID-19 pandemic is having and will likely continue to have negative effects on our business and results of operations.

We cannot predict the full effect of the COVID-19 pandemic on us and our vendors, customers, and community; the global economy and political conditions; and the health of our employees, contractors, and their families; all of which will affect how quickly and to what extent normal economic and operating activities can resume. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse effect on our business as a result of its global economic impact, including any resulting and ongoing recession. All of these circumstances likely exert similar hardships on those with which we deal, such as vendors, shippers, distributors, and customers. As a result, we have made adjustments to, and will need to continue to adjust, our business and expenditures in an effort to correlate our activities with business exigencies. These adjustments may include restrictions of executive and employee travel, hiring freezes or delays, and limitations on marketing and other expenditures. The ultimate financial impact and duration of all of the foregoing cannot now be predicted and may well exceed our expectations or our ability to cope with them.

There are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

While we are projecting a profit for the year ending March 31, 2022, the Company’s ability to do so has not been proven. The company’sCompany’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achievingmeet our costs. Achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attemptare attempting to raise additional equity capital by selling shares in this offering and, if necessary, through one or morea private placement or public offerings.offering. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital. Proceeds from this offering may not be sufficient for the IssuerCompany to continue to finance its operations

Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating results.

Our growth has placed, and is expected to continue to place, a strain on our managerial, operational and financial resources. Further, if our business grows, we will be required to manage multiple relationships. Any further growth by us, or an increase in the number of our strategic relationships will increase this strain on our managerial, operational and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to implement our business plan, and could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

Risks Relating to Our Business

We have generated a limited number of sales, and marketing experience, which increases the risk that our business will fail.

Our officers, who will be responsible for marketingThe Company’s limited sales numbers are a direct result of production numbers. The Company is working to purchase and install the proper equipment to ensure our products to potential users, have only nominalproduction capacity meets sales and marketing experience. Further,demand. In addition, we are ensuring that we have budgeted only minimal amounts toward sales and marketing efforts over the next 12 months, which by industry standards is a very limited amount of capital with which to launch our effort. Given the relatively small marketing budget and limited experience of our officers, there can be no assurance that such efforts will be successful. Further, if our initial efforts to create a market for our products are not successful, there can be no assurance that we will be able to attract and retain qualified individuals with marketing and sales expertise to attract customers to our website. www.TribusUSA.com.right production team in place. Our future success will depend, among other factors,depends upon whetherManagement’s ability to implement these production changes, as well as, selling our products can be sold at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. There can be no assurance that our products will gain wide acceptance in its targeted markets or that we will be able to effectively market our products.

We may not be able to execute our business plan or stay in business without additional funding.

Our ability to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan. We will likely require additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not be forthcoming. As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue or if there is no investor appetite to finance our specific business, we may not be able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure additional financing when it becomes required will have an adverse effect on our ability to remain in business.the Company.

Our auditor has raised substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

The company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary, through one or more private placement or public offerings. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

We will need to successfully implement cost-effective production processes to achieve commercial acceptanceprofitability.

In the past, the Company has focused on developing its innovative wrenches. Now the focus has switched to implementing stream-lined production processes and securing raw material at favorable pricing to reduce the overall cost of our productwrenches. The Company’s ability to generate revenues andimplement its plan to reduce production costs will directly impact its ability to achieve profitability.

We cannot predict when significant commercial market acceptance for our products will develop, if at all, and we cannot reliably estimate the projected size of any such potential market. If markets fail to accept our products, we may not be able to generate revenues from the commercial application of our technologies. Our revenue growth and achievement of profitability will depend substantially on our ability to introduce new products that are accepted by customers. If we are unable to cost-effectively achieve acceptance of our products by customers, or if the associated products do not achieve wide market acceptance, our business will be materially and adversely affected.

We are a small company with limited resources relative to our competitors and we may not be able to compete effectively.

The product marketing services of our competitors have longer operating histories, greater resources and name recognition, and a larger base of customers than we have.customers. As a result, these competitors will have greater credibility with our potential customers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion, and sale of their products than we may be able to devote to our products. Therefore, we may not be able to compete effectively, and our business may fail.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We currently lease office space at 3808 N. Sullivan Rd. Building 13-D, Spokane Valley, WA 99216155 Haas Drive, Englewood, OH 45322 as our principal offices. We believe these facilities are in good condition, but that we may need to expand our leased space as our business efforts increase. The Company is in the process of relocating its facilities to Ohio.

ITEM 3. LEGAL PROCEEDINGS

There are currently two lawsuits pending in Montgomery County, Ohio involving Tribus. The first is Tribus Enterprises, Inc. v. Dynamic Machine Works, LLC, et al., Montgomery County common Pleas Case No. CV 1393 (“Tribus Lawsuit”). The second is Dynamic Machine Works, LLC v Clark Trost, et al., Montgomery County Common Please Case No. 2019 CV 1753 (“Trost Lawsuit”). There has also been additional litigation threatened by Dynamic Machine Works, LLC (“DMV”)None.

A.            Tribus Lawsuit

Tribus filed the Tribus Lawsuit against DMW on April 1, 2019 and filed an amended complaint against DMW and one of its owners, Nathan Hake, on May 15, 2019. Those complaints assert numerous claims against DMW and Hake arising from their manufacturing relationship. Tribus’s claims against DMW are for breach of contract, unjust enrichment, and promissory estoppel. Tribus’s claims against Hake are for unjust enrichment, fraud, promissory estoppel, conversion, and tortious interference.

Tribus’s claims in the Tribus Lawsuit allege that Hake and DMW misrepresented their expertise and ability in order to obtain the contract to manufacture Tribus’s wrenches. DMW then received $402,000 from Tribus as part of that contract, and ultimately failed to produce any functional wrenches. Tribus’s claims seek the return of the $402,000 paid to DMW, together with any equipment and tooling purchased by Tribus or with Tribus’s funds that continues to be held by DMW or Hake.

DMV has filed counterclaims against Tribus in the Tribus Lawsuit. DMW has sued Tribus for breach of contract, promissory estoppel/detrimental reliance, breach of ND/NCA, theft of trade secrets, tortious interference with prospective and actual business relationships, unjust enrichment, conversion, breach of duty of loyalty or fiduciary duty, unfair competition, deceptive trade practices, and breach of lease agreement.

DMW’s claims against Tribus primarily assert that Tribus stole DMW’s confidential information and trade secrets. Namely, the programming and manufacturing process for the wrenches. DMW also asserts that it was Tribus who breached the contract with DMW. DMW’s counterclaims against Tribus center on Tribus’s decision to terminate its relationship with DMW and enter into an agreement with Clark Trost for the manufacture of the wrenches instead. Trost had been an independent contractor hired by DMW to help DMW manufacture Tribus’s wrenches. DMW’s counterclaims request judgement in excess of $2millon. 

To date, the Tribus Lawsuit has seen considerable activity for its nascent stage. It was filed primarily to compel the return of nearly $1.2 million in manufacturing equipment purchased or leased by Tribus and being held at DMW’s facility in Englewood, Ohio. That objective was largely accomplished with the return of the vast majority of the equipment on April 24th, 2019, following a motion for temporary restraining order and preliminary injunction filed on Tribus’s behalf. Certain miscellaneous pieces of equipment remain to be returned however. Those pieces (or their value), and the monetary portion of Tribus’s claims remain to litigated, as do DMW’s counterclaims against Tribus.

Tribus has vigorously prosecuted its claims and defended against DMW’s counterclaims to date. The Compny believes there is a good chance that Tribus will prevail on its claims against DMW, and that DMW will not be successfully on its claims against Tribus will prevail on its claims against DMW, and that DMW will not be successful on its claims against Tribus. Given the range and variety of claims against Tribus by DMW however, it is impossible to provide a range of potential loss with any specificity.

There are additional considerations involving the Tribus Lawsuit. First, DMW has filed a motion with the court to stay that lawsuit and compel arbitration. Tribus has opposed that motion and we are awaiting a decision from the court. Second, Hake has filed bankruptcy in the United States Bankruptcy Court for the Southern District of Ohio, which will necessitate the dismissal of Tribus’s claims against Hake personally. Tribus does not intend to pursue a judgement or claim against Hake in the bankruptcy matter, given the low likelihood of collection and the cost of such pursuit.

None of the above actions name the officers or directors individually.

B.            Trost Lawsuit

In addition to its counterclaims against Tribus, DMW filed a separate lawsuit against Clark Trost and two companies he owns, Troust Technologies, Inc. and CNC Holster, LLC (collectively “Trost”). Tribus has signed and engagement letter with McNamee & McNamee, PLL agreeing to be responsible for the attorneys’ fees and costs of representing Trost in the Trost Lawsuit as well.

DMW’s claims against Trost are for breach of ND/NCA, theft of trade secrets, tortious interference with prospective and actual business relations, unjust enrichment, conversion, breach of duty of loyalty or fiduciary duty, unfair competition, deceptive trade practices, and breach of oral sub-lease agreement. DMW’s complaint in the Trost Lawsuit seeks damages in excess of $2 million.

The crux of DMW’s claims in the Trost Lawsuit mirror its counterclaims in the Tribus Lawsuit. In essence, DMW maintains that Tribus and Trost conspired to steal the programming and manufacturing information for Tribus’s wrenches----which DMW claims to be its confidential information and trade secrets----to terminate their relationships with DMW and enter into business together to manufacture the wrenches without DMW.

The Trost Lawsuit has seen considerable activity to date as well. In addition to substantial motion practice, DMW has filed a motion for temporary restraining order and preliminary injuction, seeking to prevent Trost from doing any business with Tribus. A hearing on that motion began on May 13th, 2019, and is scheduled to be concluded on June 26th, 2019.

Here too, I believe there is a good chance that DMW will not be successful on its claims against Trost, nor on its motion for preliminary injunction. I am confident that, ultimately, it will be determined that the manufacturing and programming information that form the core of DMW’s claims against both Tribus and Trost is not in fact confidential information or trade secrets belonging to DMW.

C.            Threatened Litigation

DMW has threatened to initiate arbitration proceedings for all claims and counterclaims involved in the Tribus Lawsuit. The basis for this is an arbitration provision in the contract between the parties. As mentioned previously, DMW has in fact filed a motion with the court in the Tribus Lawsuit to compel arbitration, with Tribus has opposed. That motion is awaiting a decision by the court.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES

Market Information

Our common stock is not yet quoted. Without an active public trading market, a stockholder may not be able to liquidate their shares. If a market does develop, the price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of operations.

Factors we discuss in this report, including the many risks associated with an investment in our securities, may have a significant impact on the market price of our common stock.

The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer'sissuer’s securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state.

Holders of Common Stock

As of March 31, 2019,2021, we had 134 stockholders274 shareholders of record ofrelated to the 7,184,85834,421,158 common shares outstanding.

Dividends

The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid or declared any dividends upon our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements, do not anticipate paying any dividends upon our common stock in the foreseeable future.

We have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board'sBoard’s assessment of:

Therefore, there can be no assurance that any dividends on the common stock will ever be paid.

Securities Authorized for Issuance under Equity Compensation Plans

We currently do not maintain any equity compensation plans.

Recent Sales of Unregistered Securities

We have no recent salesDuring the year ended March 31, 2021, the Company accepted stock subscriptions to issue a total of unregistered securities.6,184,800 shares of common stock at $0.25 per share and 875,500 shares of common stock at $1.00 per share resulting in total cash proceeds of $2,931,760.

During the year ended March 31, 2021, the Company issued a total of 739,800 shares of Series B Convertible Preferred Stock for total cash proceeds of $517,860.

During the year ended March 31, 2021, 11,333,332 shares of Series A Convertible Preferred Stock were exchanged for 350,000 shares of Series B Convertible Preferred Stock.

During the year ended March 31, 2021, 2,000,000 shares of Series A Convertible Preferred Stock were converted into 20,000,000 shares of common stock.

During the year ended March 31, 2021, the Company paid approximately $270,000 to a related party as a finders’ fee in conjunction with the sale of equity investments.

During the year ended March 31, 2020, the Company accepted stock subscriptions to issue a total of 176,000 shares of common stock at $0.25 per share resulting in total cash proceeds of $44,000.

During the year ended March 31, 2020, the Company issued a total of 2,544,375 shares of Series B Convertible Preferred Stock for total cash proceeds of $1,664,000. Of this amount, 1,138,625 shares of Series B Convertible Preferred Stock were issued to related parties for total cash proceeds of $820,550. Additionally, the Company paid approximately $170,000 to a related party as a finders’ fee in conjunction with the sale of equity investments.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described in "Risk Factors"“Risk Factors” and elsewhere in this annual report. Our discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes and with the understanding that our actual future results may be materially different from what we currently expect.

Going Concern

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations. Management has plans to seekThe Company is seeking additional capital through a private placement and public offering of its common stock, if necessary.stock. Our auditors have expressed a going concern opinion which raises substantial doubts about the Issuers ability to continue as a going concern.

RESULTS OF OPERATIONSCompany Overview

Tribus was formed to manufacture, and market products researched and developed by Tribus Innovation, LLC (“Tribus LLC”) its wholly owned subsidiary.

Tribus LLCEnterprises, Inc. was formed in December 2015March of 2017 to develop, manufacture, and market a compelling product line of innovative ratcheting flare nut wrencheswrenches. To do this Tribus Enterprises, Inc. acquired Tribus Innovations, LLC which havewas formed in December of 2015 and granted a Patent Pending since April of 2016, application number: 15/092,056 Duration of Patent should be a standard of 20 years once the patent is granted by the USPTO. Theirfor its ratcheting flare nut wrench.

Tribus’ initial product line uses traditional manufacturing methods of metal forging, subtractiveCNC machining, swiss manufacturing (CNC milling), additive manufacturing (3D printing),operations, sub spindle lathe capabilities, laser engraving, heat treatment and plastic injection molding.the latest technologies for final finishing that include DLC (Diamond Like Coating) to prevent wear on the moving parts and black nitride to prevent rust. Tribus LLC has made several plastic resin prototypeslaunched its first offering of products in 2016. Tribus LLC has developed metal prototypes built out of tool grade steel2020 and will be launching new products in 2021.

Based on the positive reaction and demand for its tools, Tribus is looking to expand its manufacturing and marketing capabilities.

Tribus Tools

Tribus is fixing a problem in the marketplace and that problem is tight spaces. The conventional tools that are on the market right now offer a 60° turning radius, meaning, a circle has been testing360 degrees and the results.conventional tools are 6 sided as they grab onto the flank of a fastener so there is a required turning radius of 60°. The results have been extraordinaryreality is that for most applications you must disassemble whatever you are working on to get to the needed fastener. This can take a considerable amount of time, effort, and have exceededmoney.

The technology that is centered around Tribus Tools makes these costly issues go away as Tribus has turned that 60° turning radius into a 4° turning radius. This is a game changer for most technicians as they no longer must disassemble anything getting to the expectations of everyone who has been involved.fastener. Tribus Tools literally can take a three-to-four-hour job down to mere minutes depending on the situation.

Tribus’ current product line includes the following:

Line Wrenches: Tribus ratcheting line wrenches come in both metric and imperial sizes and can be used in many instances that include brake lines and transmission lines. Metric sizes include 10MM, 11MM, 12MM, 13MM, 14MM, 15MM, 16MM, 17MM, 18MM, 19MM and 21MM. Current imperial sizes includes 5/8”, 11/16”, 3/4”, 13/16” and 7/8”, with more sizes being developed.

O2/NOx Sensor Wrenches: Tribus O2/NOx sensor wrenches come in two sizes 7/8” and 15/16”. The detailed designs and specifications of the product are completeO2/NOx sensor wrenches come with an extension handle and are awaiting testing results. These results may reveal any necessary design changesstrong enough to deal with stubborn O2/NOx sensors that may be needed for eitherrusted on because of age, mileage, or other environmental factors.

ER Wrench: Tribus ER wrenches focus on the manufacturing process orneeds of machinists allowing them to address failures.work on machines without damaging their hands. The Tribus LLCER16 wrench works with any CNC equipment using ER16 collets.

Future Products: Tribus has improved the design of the Ratcheting Flare Nut Wrenchdesigned a crowfoot wrench which it plans to make it even stronger with more capabilitiesmanufacture in 2021 as well as increasing the functionality. expand its ER Wrench offering.

Operations

Production

Tribus Enterprises, Inc. has beguna functioning and operational manufacturing facility with all equipment needed to produce their current product line. However, with the processcurrent equipment the volume of ordering machinerywrenches that can be produced in a month tops out at 2,400 wrenches. Part of the current inefficiencies is that production is ran in manner where one size of tool is produced in a certain amount and materialthen the next size is produced. This extends the time it takes to start producing our Product. Dynamic Machine Worksget a full set of wrenches out to the market. In addition, the time it takes to produce each part is considerably longer compared to other manufacturing solutions. Tribus’ goal is to redesign their manufacturing facility to increase the capacity to 50,000 wrenches each month. This will no longer be our manufactureraccomplished through workflow efficiencies and the Company has entered into litigation with them.purchase of new equipment.

The company upon receiving the investment money will be ready for full time production within 12-16 weeks upon placing orders and getting machinery running and operational.Marketing

Market Initial Wrench ProductTribus will continue to focus its marketing efforts in the following areas.

The intentionTool Trucks: Tool Trucks including Snap On, Matco, MAC and Cornwell total over 6,000. Each truck on average services 325 customers providing Tribus access to almost 2M customers. Tribus is currently working with multiple tool trucks in various states across the country and expects to keep growing its tool truck customers in 2021.

Tribus Website Sales: Tribus is currently selling its products online and will continue to increase its offering of new products in 2021.

Amazon: In 2018, 49% of the US ecommerce market came from Amazon. 95 million people in the United States have Amazon Prime memberships. Our goal through Amazon is to reach weekend warriors, DIYers and people looking for the perfect gift. Tribus recently started selling its O2/NOx sensor wrench on Amazon and will continue to focus in this tool initially wasarea.

In addition to serve a couple of very specific markets. Our early ideas were to have imperialthe above areas, Tribus is looking into opportunities that include government contracts and metric sets of these tools that would service automobile brake systems (brake lines and compression fittings),aviation as well as automotive transmissions (transmission lines and compression fittings). However, we at Tribus found other markets that appeared self-evident by simply showing our network of friends the plastic resin tools that we 3D printed. The cable installation industry could potentially issue all installation fleet members a 7/16” version of this tool. An instance occurred where a plumber requested several specific sizes of these tools. Air conditioning repair men have inquired about the tool as well. Additionally, a 7/8” version of this tool would be ideal for the scaffold building industry.

The tool that Tribus LLC has invented is unique. There is no competition in the space of ratcheting flare nut wrenches. Every brake shop in the country will want a set of these in both metric and imperial. Careful consideration was written into the patent language to allow for multiple configurations of this tool. Tribus, LLC designed a variety of versions and different configurations, such as an indexing head that allows for speed wrenching, or angled heads to offset the handle from the work surface.

We find ourselves in a rather unique positionpartnering with no existing competitors. We also believe in the power of disruptive technology. Our goals are to create and own the market. We have several ideas as to how we can accomplish this.

An aggressive sales and marketing branch of the business will be created. The marketing department will create and support the value messaging that coincides with our business philosophy about the tool. The marketing department will also exaggerate the pain points of tools that compare to ours. The marketing department will additionally create all the necessary content needed for our sales department.

The company founders have come to a decision about how to get our product into the market and ultimately into the hands of our consumers. We have decided that as a startup company, we need to have direct sales but work on establishing relationships with regional fleet mechanic shops, nationwide distributors and retail buyers. Ideally, we would like to have distribution deals in place with companies like Matco Tools, Cornwell Tools, and Mac Tools. Eventually, Tribus Innovations would be thrilled to have a deal in place with nationwide retailers like AutoZone, Costco, Pep Boys and even Ace Hardware.

In short, successfully reaching our revenue goals will require direct sales in the Pacific Northwest region while simultaneously building relationships with nationwide distributors and retail buyers. We will capitalize on low hanging fruit first. Our outside sales team will visit small mechanics’ shops and show them the value of our tool in person. Eventually, the outside sales team will be working on more sophisticated and larger companies that have franchise locations throughout the region.

The marketing team and our inside sales team will be working hand in hand to develop relationships over the phone with private mechanics’ shops, regional fleet mechanic shops, large regional franchise mechanics’ shops, tool distributors and retail buyers. The inside sales group will literally be on the phone with all these potential customers and their job will be to do the cold calls and generate sales leads and set aside all the rejections. Occasionally, we are sure that a small percentage of cold calls could lead to a direct sale on the spot. However, the sales leads that the inside sales team generate shall be passed to the outside sales team.

The outside sales team will use the qualified sales leads to simply arrange appointments and do a product demonstration and develop a relationship. Private mechanic shops and smaller customers will be expected to have a short sales cycle. Larger customers like regional franchise mechanics’ shopsstores and large retail buyers would require longer sales cycles.

We have many preorders from people who have stopped into our office, sales presentations that we have done and the directors of the company going and stopping at mechanics shops to generate interest in the product.tool companies.

Liquidity and Capital Resources

As of March 31, 2019,2021, we had current assets totaling $455,981$897,792 with the majority consisting of $33,970$390,197 of cash, $402,222$403,951 of inventory, $100,000 in current deposits and $20,011 of prepaid expenses.deposits. Current liabilities totaled $437,680$800,629 with the majority consisting of $291,144 in accounts payable and accrued liabilities, $273,528 in loans payable, $137,213 in finance leases and $86,495 in operating leases as of March 31, 2019.2021. As of March 31, 2018,2020, we had current assets of $913,958, consisting solely of cash,$175,842 and current liabilities totaling $47,251.$1,227,300.

We have no material commitments for the next twelve months other than those discussed in Note 6Notes 9-11 and Note 814  to the financial statements. We willmay also require additional capital to meet our liquidity needs. The Company anticipates its cash needs to be approximately $50,000 monthly to fund operations for the next twelve months.

In summary, our cash flows were as follows:

GOING CONCERN

The Company'sCompany’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. These conditions raise substantial doubt about the company’s ability to continue as a going concern.

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with researchproducing and development.marketing its product. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse affect upon it and its shareholders.

Operating activities

Net cash used in operating activities was $987,440$1,416,852 for the year ended March 31, 2019,2021, as compared to $(484,846)$1,064,759 used in operating activities for the same period in 2018.2020.

Investing Activities

Net cash provided by investing activities was $149,155 during the year ended March 31, 2021, consisting of the purchase and sale of equipment. During the year ended March 31, 2020, net cash used by investing activities was $21,633, consisting solely of the purchase of equipment.

Financing activities

Net cash provided by financing activities for the year ended March 31, 20192021 was $141,877$1,507,153 as compared to $1,121,093$1,203,163 for the same period of 2018. The decrease in net cash provided by financing activities was attributable to a slowing in the proceeds from the S-1 offering and sales of Series B Preferred stock.2020.

Since inception, we have financed our cash flow requirements through issuance of common stock and related party advances and loans. As we expand our activities, we may and most likely will, continue to experience net negative cash flows from operations, pending receipt of listings or some form of advertising revenues.operations. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

We anticipate that we will incur operating lossesbecome profitable in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth.

To address these risks, we must, among other things, obtain a loyal customer base, implement and successfully execute our business and marketing strategy, continually develop and upgradeimprove our website,production processes, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements and does not anticipate entering into any such arrangements in the foreseeable future.

Critical Accounting Policies

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements, which we discuss underin Note 1 to the heading "Results of Operations" following this section of our MD&A.consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

We set forth below those material accounting policies that we believe are the most critical to an investor’s understanding of our financial results and condition and that require complex management judgment.

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Fair value of financial instruments

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

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

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

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

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

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

The Company does not currently have any financial instruments that it measures at fair value.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable as we are currently considered a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TRIBUS ENTERPRISES, INC.

TRIBUS ENTERPRISES, INC.

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 20192021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Tribus Enterprises, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetsheets of Tribus Enterprises, Inc. (“the Company”) as of March 31, 2019,2021 and 2020, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the yearyears in the two-year period ended March 31, 2019,2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019,2021 and 2020, and the results of its operations and its cash flows for each of the yearyears in the two-year period ended March 31, 2019,2021, in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Company as of March 31, 2018 were audited by other auditors whose report dated June 28, 2018 expressed an unqualified opinion on those statements, with an emphasis of matter paragraph regarding the uncertainty of the Company’s ability to continue as a going concern.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company does not have significant cash or other assets and does not have an established source of revenue to cover its operating costscosts. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditaudits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our auditaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

We have served as the Company’s auditor since 2018.

Spokane, Washington

July 19, 20199, 2021

TRIBUS ENTERPRISES, INC.

AUDITED CONSOLIDATED BALANCE SHEETS

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

TRIBUS ENTERPRISES, INC. 

AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

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

TRIBUS ENTERPRISES, INC. 

AUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

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

TRIBUS ENTERPRISES, INC. 

AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

TRIBUS ENTERPRISES, INC. 

Notes to Consolidated Financial Statements

March 31, 20192021

ITEM 9.           

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

(1) PREVIOUS INDEPENDENT AUDITORS:

a. On September 17, 2018, the Company terminated Dale Matheson Carr-Hilton Labonte, LLP, CPAs, (“DMCL”) as its registered independent public accountant.

b. DMCL’s reports on the financial statements for the years ended March 31, 2017 and 2018, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company's ability to continue as a going concern.

c. Our Board of Directors participated in and approved the decision to change independent accountants. Through the period covered by the financial audit for the years ended March 31, 2017 and 2018 there have been no disagreements with DMCL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of DMCL would have caused them to make reference thereto in their report on the financial statements. Through the interim period September 17, 2018 (the date of termination of the former accountant), there have been no disagreements with DMCL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of DMCL would have caused them to make reference thereto in their report on the financial statements.

d. We have authorized DMCL to respond fully to the inquiries of the successor accountant.

e. During the years ended March 31, 2017 and 2018, and for the subsequent period, through September 17, 2018, the date of DMCL’s termination, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.

f. The Company provided a copy of the foregoing disclosures to DMCL prior to the date of the filing of this Report and requested that DMCL furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.

(2) NEW INDEPENDENT ACCOUNTANTS:

a. On September 18, 2018, the Company engaged Fruci & Associates II, PLLC situated at 802 N Washington, Spokane, WA 99201, as its new registered independent public accountant. During the years ended March 31, 2017 and 2018, and for the periods September 30, 2017, through December 31, 2017 and prior to September 17, 2018 (the date of the new engagement), we did not consult with Fruci & Associates II, PLLC:

i. the application of accounting principles to a specified transaction,

ii. the type of audit opinion that might be rendered on the Company's financial statements by Fruci & Associates II, PLLC, in either case where written or oral advice provided by Fruci & Associates II, PLLC would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues, or

iii. any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

 We have had no disagreements with our independent auditors on accounting or financial disclosures.

ITEM 9A (T). CONTROLS AND PROCEDURES

Our Principal Executive Officer Kendall Bertagnole and Principal Financial Officer, Kendall Bertagnole, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the year end covered by this Report. Based on that evaluation, they have concluded that, as of March 31, 2019,2021, our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose 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 SEC'sSEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management'sManagement’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO 2013"(“COSO-2013”). Based upon this evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, 2019.2021.

Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not effective due to the following material weakness identified:

Lack of appropriate segregation of duties,

Lack of control procedures that include multiple levels of supervision and review, and

There is an overreliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material, nonstandard transactions.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management'sManagement’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only the management'smanagement’s report in this annual report.

Implemented or Planned Remedial Actions in response to the Material Weaknesses

We will continue to strive to correct the above noted weakness in internal control once we have adequate funds to do so. We believe appointing a director who qualifies as a financial expert will improve the overall performance of our control over our financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the year ended March 31, 20192021 that materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company’s management, including the chief executive officer and principal financial officer, do not expect that its disclosure controls or internal controls will prevent all errors or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

ITEM 9B. OTHER INFORMATION

None.

PART III

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The names of our director and executive officers as of March 31, 20192021 and their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.

OUR MANAGEMENT

Directors, Executive Officers, Promoters and Control Persons

Kendall Bertagnole President-CEO-Director – Former electrical construction service Building Information Modeling specialist. His duties included fully coordinating 3D virtual models of commercial buildings to resolve coordination interferences between different disciplines to ultimately be able to pre-fabricate electrical designs off-site saving costly rework and downtime onsite. Mr. Bertagnole was a Project Manager for Merit Electric for 3-1/3- 1/2 years from September 2013 to February 2017 and before that a Project Manager for Casper Electric for 6 years from February 2007 to September 2013. Associates of Science – Drafting & Design – Casper College, B.A., DeVry University – Technical Management

Tommy Mills Secretary -Director – Former mechanic and original conceptualizer of the ratcheting flare nut wrench. Additionally, Tommy has run his own private business of auto mechanics as a self-employed contractor providing estimates and bids on fleet maintenance plans. Certificate of Applied Science in Diesel Technology – Laramie County Community College

Juan C. Ayala Treasurer-Director – Former Technology Evangelist in the sales organization of Autodesk Inc. During his tenure at Autodesk he directly influenced sales of software license in the amount of hundreds of thousands of different software licenses. From August 2006 until present, Juan (Jay) Ayala has worked for Autodesk, Inc. as a Technical Specialist helping various Territory Managers identify, develop and close sales opportunities. Associates Degree in Engineering Technology – Columbia Basin College

Family Relationships

There are no family relationships among any of our officers or directors.

Indemnification of Directors and Officers

Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by Washington

Limitation of Liability of Directors

Pursuant to the ColoradoWashington Statutes, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director'sDirector’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Involvement in Certain Legal Proceedings

No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him/her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.

No Executive Officer or Director of the Corporation is the subject of any pending legal proceedings.

Audit Committee and Financial Expert

We do not have an Audit Committee. Our director performs some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor'sauditor’s independence, the financial statements and their audit report; and reviewing management'smanagement’s administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of an issuer'sissuer’s common stock, which has been registered under Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with the SEC. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and Directors, we believe that as of the date of this filing they were all current in their filings.

Corporate Governance

Nominating Committee

We do not have a Nominating Committee or Nominating Committee Charter. Our Board of Directors performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are an initial-stages operating company with limited operations and resources.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

Summary Compensation Table

The following table sets forth certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers during the last two fiscal years.

Summary Compensation Table. The following table sets forth certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers during the last two fiscal years.