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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).

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

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 Exchange Act).

As of ~~July 6,~~December 31, 2020, we had ~~2,901,291~~129,712,386 shares of common stock outstanding.


ASSETS	June 30, 2020	December 31, 2019
ASSETS	September 30, 2020	December 31, 2019
CURRENT ASSETS	(unaudited)		(unaudited)
Cash	$ 189,027	$ 119	$ 30,487	$ 96,406
Short-term loan to stockholder, net of reserve of $30,000 and $30,000	-	-
Accounts receivable					1,560	-
Total current assets	189,027	119	32,047	96,406
PROPERTY AND EQUIPMENT
Architectural plans, net of $7,295 and $6,839 amortization	5,015	5,927
Property and equipment					2,250	2,250
Accumulated depreciation					(694)	(206)
Net property and equipment	5,015	5,927	1,556	2,044
OTHER ASSETS
Intangible assets, net of accumulated amortization					98,513	49,830
Assets of discontinued operations					3,467,743	-
Total other assets					3,566,256	49,830
Total Assets	$ 194,042	$ 6,046	$ 3,599,859	$ 148,280
LIABILITIES, TEMPORARY EQUITY AND DEFICIENCY IN STOCKHOLDERS’ EQUITY
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY					LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$ 1,338,476	$ 1,277,253	$ 516,784	$ 359,922
Customer deposits	200,000	-
Short-term loans and advances from related parties	169,092	168,153	13,500	13,500
Short-term loans	125,500	116,500
Short-term convertible notes	84,775	81,539
Fair value of derivative liability	92,338	38,361
Current portion of long term debt	6,045	5,850
Due to related party predecessor	3,888	3,888
Liability to issue common shares					219,183	-
Short-term convertible debt					374,567	110,000
Total current liabilities	2,020,114	1,691,544	1,124,034	483,422
LONG TERM LIABILITIES
Long term debt to third party	108,966	15,438
Note Payable and accrued interest for the vessel - related party	111,386	110,400
Long term convertible debt					552,000	305,000
SBA Paycheck Protection Program loan					36,789	-
Total long term liabilities	220,352	125,838	588,789	305,000
Total Liabilities	2,240,466	1,817,382	1,712,823	788,422
Commitments and Contingencies (note 10)
Redeemable preferred stock series A, 1,000,000 shares designated; 1,000,000 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively ($1,000 redemption value)	1,000	1,000
DEFICIENCY IN STOCKHOLDERS’ EQUITY
Redeemable preferred stock series A, 1,000,000 shares designated; 1,000,000 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively ($1,000 redemption value)					1,000	1,000
STOCKHOLDERS’ EQUITY
Preferred stock, par $0.0001, 10,000,000 shares authorized, 9,000,000 available for issuance	-	-	-	-
Common stock, par $0.0001, 5,000,000,000 shares authorized, 2,901,291and 2,901,311 shares issued and outstanding at June 30, 2020 and December 31, 2019	290	290
Common stock, par $0.0001, 5,000,000,000 shares authorized, 114,307,062 and 71,244,696 shares issued and outstanding at September 30, 2020 and December 31, 2019					11,431	7,124
Additional paid-in capital	4,175,726	4,175,726	6,716,812	167,947
Accumulated deficit	(6,223,440)	(5,988,352)	(4,842,207)	(816,213)
Total deficiency in stockholders’ equity	(2,047,424)	(1,812,336)
Total Liabilities, Temporary Equity and Deficiency in Stockholders’ Equity	$ 194,042	$ 6,046
Total stockholders’ equity					1,886,036	(641,142)
Total Liabilities, Temporary Equity and Stockholders’ Equity					$ 3,599,859	$ 148,280

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

~~The accompanying unaudited notes are an integral part of the unaudited condensed consolidated financial statements~~

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

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

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

Global Boatworks Holdings, Inc., (“the Company,” ~~“Successor”~~ or ~~“Global”~~“R3Score”), was formed on May 11, 2015, under the laws of the State of Florida. ~~At formation the Company acquired 100% of the membership interests of Global Boatworks, LLC, (“LLC”) which~~R3Score Technologies, Inc. was formed on ~~June 16, 2014,~~May 2, 2018, under the laws of the State of ~~Florida.~~Delaware.

On September 4, 2020, R3Score entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Boatworks Holdings, Inc., (“Global”) a Florida corporation. Upon completion of the merger, the R3Score shareholders collectively own, as a group, on a fully diluted basis approximately 81% of the consolidated company. The Merger Agreement was consummated on September 23, 2020, but was reflected for accounting purposes as effective July 1, 2020. The merger was treated as a reverse acquisition (R3Score was the acquiring entity) followed by a recapitalization.

R3Score has developed a financial analysis tool that uses artificial intelligence, machine learning, and human empathy together to provide an accurate assessment of a person’s credit worthiness and reputation without the bias that is inherent in traditional "scores" used by lenders and employers. The product produces a unique score ranging from 300 to 850, accompanied by a nuanced customer segmentation report that, together, provides actionable information to better align products and services to customers. The products offer more context than traditional criminal background screening tools and/or traditional credit scores. The Company’s ~~business activities~~products provide decision-makers with more actionable data than what is available on the open market. The products proprietary risk models leverage machine learning and existing cross-sector research in a unique manner for a more robust, holistic view of prospective employees and/or consumers. Activity to date ~~have primarily consisted~~has been focused mostly on the development of the ~~formation~~algorithms and ~~implementation of a business plan~~unique risk models for ~~building luxury floating vessels on a barge bottom,~~ the ~~rental activities relating to the vessels, the sale of the Miss Leah, the construction of a new vessel, the Luxuria I and the rental activities of and marketing for sale and the sale of the Luxuria I.~~product.

The accompanying consolidated financial statements include the activities of ~~Global Boatworks Holdings,~~R3Score Technologies, Inc., and Global ~~Boatworks, LLC, its wholly owned subsidiary.~~effective July 1, 2020.

The Company’s consolidated financial statements include the financial statements of Global Boatworks Holdings, Inc. and its wholly owned subsidiary ~~Global Boatworks, LLC.~~R3Score Technologies, Inc. All intercompany balances and transactions have been eliminated.

The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the ~~U.S~~U.S. Securities and Exchange Commission ("SEC") for interim financial information. The consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results for the periods shown. The results of operations for the periods presented are not necessarily indicative of the results expected for any future period. The information included in these condensed consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis and Results of Operations contained elsewhere in this report and the audited consolidated financial statements and accompanying notes filed in Form ~~10-K~~8-K filed on ~~June 22,~~December 31, 2020 with the U.S. Securities and Exchange Commission.

: The preparation of financial statements in conformity with ~~accounting principles generally accepted in the United States~~U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying unaudited condensed consolidated financial statements involved the valuation of ~~construction in progress, depreciable life of the luxury floating vessel, valuation of~~ long lived assets, ~~valuation of derivatives,~~ the valuation of common ~~and preferred~~ stock issued as compensation, and valuation allowance on the deferred income tax asset.

Concern: The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained losses and has a working capital deficit, ~~accumulated deficit and deficit in stockholder’s equity of~~ approximately ~~$1.8 million; $6.2 million and $2.0 million at June 30, 2020. In addition, the Company is in default of four of its notes payable.~~$1.2 million. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of ~~twelve months from the issuance of this report.~~time. The Company is expected to have ongoing expenses as a result of being a publicly held company and ~~constructing new vessels without immediate increases in revenues~~normal operational expenses as the Company continues to implement its plan of operations. The ability of the Company to continue as a going concern is dependent upon increasing operations, developing sales and obtaining additional capital and financing. The Company is seeking to raise sufficient equity ~~capital to enable it to build the second new style luxury floating vessels.~~capital. The Company is seeking to raise sufficient equity capital to enable it to pay off its existing debt. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

d) Discontinued Operations: Subsequent to the merger agreement, management initiated a plan to divest the luxury living vessel business. As a result this segment is classified as discontinued operations.

equivalents:The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. The Company had no financial instruments that qualified as cash equivalents at ~~June~~September 30, 2020.

equipment:All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. ~~Vessels constructed and then held for sale or rent are classified as Property and Equipment held for sale and depreciated until sold.~~

assets:A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments.

FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

d)Financial instruments and Fair value measurements:The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2020 (unaudited) and December 31, 2019, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

~~Changes in Level 3 assets measured at fair value for the six months ended June 30, 2019 were as follows:~~

~~Rental Revenue~~ -recognition: Revenue is recognized when ~~earned, generally starting when the rental customer takes temporary possession of the floating vessel and through their contracted stay.~~earned. Revenue is recognized on a gross basis in accordance with ASC 606. ~~Cost of Revenue includes the marina dockage fees and fees charged by the web sites Homeaway and Air BnB, where the floating vessel is advertised for rent.~~

~~Sale Revenue~~ - Revenue is recognized when earned, generally at closing of the sale of a vessel. Revenue is recognized on a gross basis in accordance with ASC 606. Cost of Revenue includes the depreciated capitalized cost of constructing a vessel, including any sales costs such as sales commissions.

rendered:Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the shorter of period the employee or director is required to perform the services in exchange for the award or the vesting period. The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

The Company adopted ASU 2018-07 on January 1, 2019 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718. The Company used the modified prospective method of adoption. There was no cumulative effect of adoption on January 1, 2019.

The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model.

Taxes: The Company uses the asset and liability method of ASC 740 to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.

The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

As of ~~June~~September 30, 2020 tax years ~~2017~~2018 and 2019 for the ~~LLC~~R3Score and ~~2016,~~ 2017, 2018 and ~~2018~~2019 for the corporation remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years.

Features:The Company may issue convertible notes, which are convertible into common shares at a fixed discount to the price of the common stock at the time of conversion. The Company measures the fair value of the note at the time of issuance at the fixed monetary value of the payable and records any premium as interest expense on the issuance date.

costs:The Company accounts for debt issuance cost paid to lenders, or third parties as debt discounts which are amortized over the life of the underlying debt instrument.

j) Business combinations: The Company includes the results of operations of the businesses acquired as of the respective dates stated in the agreement. The Company allocates the fair value of the purchase price of acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

share: Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution.

l) Derivatives: The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and the debt and derivative are removed from the balance sheet, The shares issued upon conversion of the note are recorded at their fair value and a gain or loss on extinguishment is recognized, as applicable.

Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

: The Company adopted ~~Accounting Standards Update~~ASU No. 2016-02: A~~Lease~~“Lease (Topic 842)” as of January 1, 2019 using the effective date method. As a part of our policy, we have chosen to exclude leases with a lease term of one year or less. Accordingly we have no leases over one year and thus the adoption of this standard did not have any effect on the accompanying consolidated financial statements.

Certain FASB Accounting Standard Updates (“ASU”) that are not effective until after ~~June~~September 30, 2020 are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.

On September 4, 2020, R3Score entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Boatworks Holdings, Inc., a Florida corporation. Upon completion of the merger, R3Score’s shareholders collectively own, as a group, on a fully diluted basis approximately 81% of the combined company. The Merger Agreement was consummated on September 23, 2020, with a July 1, 2020 date for accounting purposes.

Stockholders’ Equity: Under ASC 80-5, Business Combinations, R3Score was deemed the accounting acquirer based on the following predominate factors: its former owners have the largest portion of voting rights in the Company, the board and Management has more individuals coming from R3Score and the headquarters was moved to the R3Score headquarters.

The Company acquired approximately 81% of the equity of Global pursuant to the Merger Agreement by issuing 2,901,291 shares of Common Stock of Global. Total value of equity for the transaction was $2.3 million.. In addition, the Company issued 2,310,000 shares of common stock to settle $115,500 of debt, 1,988,709 shares of common stock to settle $926,035 of accrued liabilities and 3,800,000 shares of common stock for services valued at $3,040,000 rendered in relation to this agreement.

The acquired assets and assumed liabilities of Global were recorded at their estimated fair values. The following table summarizes the consideration paid for Global and the fair value of the assets acquired and liabilities assumed at the acquisition date on July 1, 2020.

As of the date of the Business Combination, the weighted-average useful life of total identifiable intangible assets acquired in the Business Combination, excluding goodwill, is 2.75 years.

Approximately $2.3 million of the goodwill recorded is tax deductible. The Company recorded a 100% impairment of the goodwill into Net assets of discontinued operations.

The Company incurred approximately $3.0 million in advisory, legal, accounting and management fees in conjunction with the Business Combination as of September 30, 2020.

The Company capitalized the ~~costs~~cost of ~~developing the architectural plans for the Luxuria model floating vessel~~equipment purchased and is amortizing the ~~costs~~cost over their estimated useful life of ~~seven~~three years, beginning ~~April 1, 2016.~~ September 2019.

Amortization expense was $23,229 and $5,645 for the six months ended ~~June~~September 30, 2020 and the year ended December 31, 2019, ~~was $912~~respectively. Amortization expense will be $13,304 for the fourth quarter 2020; $53,264; $31,993; $0; $0 and ~~$912,~~$0 for the years ended December 31, 2021; 2022, 2023, 2024 and 2025, respectively.

On September 25, 2014, the Company acquired the Miss Leah, a two story luxury floating vessel in the Cape Cod architectural style built on a barge platform. The Miss Leah was based at a marina in Boston harbor. It was rented out primarily through a third party rental management company on a short term vacation type basis. The Miss Leah was built in 2004 by the founder of the Company and subsequently sold in 2006 to his brother who established the Predecessor’s rental business.

~~The terms of this acquisition are for a payable~~Pursuant to the ~~related party Predecessor~~merger agreement, R3Score recorded $4,367,459 in the amount of $100,000, carrying interest at 2% per annum from the effective date of the transfer date of September 25, 2014 with all principal and interest due on the maturity date of June 20, 2022, which was memorialized in the form of a promissory note in June 2015, effective September 25, 2014. DueGoodwill. When management determined to ~~the related party relationship between the Company and the Predecessor~~divest the luxury floating living vessel business 100% impairment of the goodwill was recorded ~~on the Company’s books at its original cost basis~~in assets of $0 based on its fully depreciated value at the transfer date. Accordingly, the Company charged additional paid-in capital as a distribution for $100,000. Outstanding principal and interest totaled $111,386 at June 30, 2019.discontinued operations.

NOTE 1: On July 9, 2015, the company entered into a loan agreement in the amount of $151,700 with a shareholder. The company issued 250 common shares to the shareholder as consideration for providing us the loan. The shares were valued at $25,000, or $100 per share (based on the recent private placement sales) was recorded as a discount and is being amortized at a rate of $2,083 per month over the life of the loan. The note bears interest at the rate of 10%. Prepaid interest in the amount of $15,000 and a loan fee of $1,700 were deducted from the proceeds of the loan. These were amortized each month at the rate of $1,250 and $142 over the life of the loan, respectively. We were obligated to pay the principal and interest due on July 9, 2016. The loan was secured by the Miss Leah, our company owned vessel. The Company paid $6,000 in interest to the holder during the third quarter 2016.

The note holder sold $51,700 of this note to a third party in August 2016, and the Company modified the new $51,700 note to add a conversion feature at a conversion rate of 60% of the trading price of the Company’s common stock. This note is considered stock settled debt and accordingly the Company recorded a premium on the debt of $34,467 as a charge to interest expense on the modification date. This third party converted $51,700 of this in exchange for 1,575 shares in fiscal 2016, and the premium was reclassified to additional paid in capital.

The $100,000 remaining balance of the original note was renegotiated into a new note on December 5, 2016 which matured on July 15, 2017. This new note carries interest at a rate of 16.8% which was payable in cash monthly. The Company paid $14,443 in interest during the year ended December 31, 2017. This new note required the Company to issue 100 shares which were valued at $6,000 which was recorded as a discount to be amortized over the remaining life of the note. The remaining note balance and unamortized discount balance at December 31, 2017, is $40,000 (see following assignments) and $0. The $40,000 balance of Note 1 matured on July 15, 2017. In an amendment dated December 7, 2018, as stated below this note balance was combined with Note 3.

NOTE 3: On July 17, 2017, the company entered into a loan agreement in the amount of $50,000 with a shareholder. The company issued 1,000 common shares to the shareholder as consideration for providing us the loan. The shares were valued at $15,000, or $15 per share based on the quoted market price which was recorded as a debt discount and was amortized at a rate of $1,250 per month over the life of the loan. The note bears interest at the rate of 12%, payable at maturity of July 17, 2018. The $40,000 balance of Note 1 matured on July 15, 2017. On December 7, 2018, notes 1 and 3 were combined into Note 3. The unamortized balance of the discount is $0 at June 30, 2019. Total unpaid principal and interest is $115,500 at June 30, 2020, which includes $25,500 in accrued interest.

~~(7) SHORT TERM LOANS AND SHORT TERM~~(8) CONVERTIBLE NOTES, ~~(continued)~~continued

~~a) Short term notes,~~ ~~(continued)~~NOTE 1: On September 18, 2018, the company entered into a eighteen month loan agreement in the amount of $100,000 with a third party. The note bears interest at the rate of 8%. At maturity, March 17, 2020 the Company recorded the note plus accrued interest of $11,989 as a liability to issue 6,195,192 shares of the Company’s common stock.

NOTE 2: On April 18, 2019, the company entered into a eighteen month loan agreement in the amount of $10,000 with a third party. The note bears interest at the rate of 8%. At maturity, September 17, 2020 the lender converted the note plus accrued interest of $1,148 into 470,669 shares of the Company’s common stock.

NOTE 3: On June 27, 2019, the company entered into a two year loan agreement in the amount of $100,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $6,315. This note is convertible into 4,842,624 shares of the Company’s common stock.

NOTE 4: On July 1, 2019, the company entered into a two year loan agreement in the amount of $15,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $925 and is convertible into 726,021 shares of the Company’s common stock.

NOTE 5: On ~~March 4,~~July 12, 2019, the company entered into a two year loan agreement in the amount of $42,500 with a third ~~party individual loaned~~party. The note bears interest at the ~~Company $10,000 on an undocumented basis with no stated~~rate of 5%. At September 30, 2020, this note has accrued interest ~~or maturity Terms.~~of $2,597 and is convertible into 2,054,158 shares of the Company’s common stock.

NOTE 6: On ~~March 25,~~July 12, 2019, the company entered into a two year loan agreement in the amount of $57,500 with a third ~~party stockholder loaned~~party. The note bears interest at the ~~Company $105,000. This~~rate of 5%. At September 30, 2020, this note has accrued interest of $2,597 and is ~~collateralized with the 1,000~~convertible into 2,779,155 shares of ~~super voting preferred stock held by~~ the Company’s CEO. The note required a principal reduction of $50,000 on or before May 20, 2019 with the balance of $55,000 plus $10,000 in interest due on or before October 25, 2019. The Company paid $25,000 of this note at the closing of the sale of the Luxuria I. The balance at December 31, 2019 was $80,000. The note maturity has been amended to be due on demand.common stock.

NOTE 7: ~~In November~~On August 27, 2019, the stockholder holding Note 6 agreed to loan the Company $5,000 and on December 5, 2019, loaned the Company $72,500 on an undocumented basis carrying no interest. The balance at December 31, 2019 is $77,500.

~~NOTE 3: On April 15, 2017, the Company~~company entered into a ~~six month 10% convertible promissory note~~two year loan agreement in the amount of ~~$15,000. In event of default~~$50,000 with a third party. The note bears interest at the ~~note carries an interest~~ rate of ~~18%~~5%.

~~The total~~ At September 30, 2020, this note has accrued interest of $2,740 and is convertible into 2,467,967 shares of the Company’s common ~~stock as follows:~~stock.

~~Lender~~NOTE 8: On October 1, 2019, the company entered into a two year loan agreement in the amount of $25,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has ~~the right at any time, at its election, to convert (each instance~~accrued interest of ~~conversion~~$1,216 and is ~~referred to herein as a “Conversion”) all or any part~~convertible into 1,195,293 shares of the ~~Conversion Eligible Outstanding Balance~~Company’s common stock.

NOTE 9: On March 25, 2020, the company entered into shares (“Conversion Shares”) of fully paid and non-assessable common stock, $0.0001 par value per share (“Common Stock”), of Company as per the following conversion formula: the number of Conversion Shares equalsa two year loan agreement in the amount ~~being converted (the “Conversion Amount”) divided by~~of $200,000 with a third party. The note bears interest at the ~~Conversion Price (as defined below)~~rate of 5%. ~~Subject to~~At September 30, 2020, this note has accrued interest of $4,986 and is convertible into 5,607,539 shares of the ~~adjustments set forth herein,~~Company’s common stock.

NOTE 10: On April 9, 2020, the ~~conversion price (the “Conversion Price”) for each Conversion shall be equal to 60% (the “Conversion Factor”) multiplied by the lowest Closing Bid Price~~company entered into a two year loan agreement in the ~~fifteen (15) Trading Days immediately preceding~~amount of $10,000 with a third party. The note bears interest at the ~~applicable Conversion.~~rate of 5%. At September 30, 2020, this note has accrued interest of $229 and is convertible into 279,818 shares of the Company’s common stock.

~~F-13~~NOTE 11: On July 3, 2020, the company entered into a two year loan agreement in the amount of $12,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $135 and is convertible into 331,984 shares of the Company’s common stock.

NOTE 12: On July 8, 2020, the company entered into a two year loan agreement in the amount of $25,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $264 and is convertible into 691,168 shares of the Company’s common stock.

Due to the variable conversion terms and certain default provisions, the embedded conversion option has been recorded as a derivative liability at an initial fair value of $13,472 recorded as a debt discount. The valuation method utilized was the Black-Scholes model with the following assumptions: Expected life in years 0.10; Stock price at April 15, 2017, $25 with the conversion price of $15; Bond equivalent yield rate 0.92%. At June 30, 2020, the valuation method utilized was the Black-Scholes model with the following assumptions: Expected life in years 0.00001; Stock price at June 30, 2020 $0.26 with the conversion price of $0.084; Bond equivalent yield rate 0.13%. The principal and interest balance was $19,849 and the unamortized discount balance was $0 at June 30, 2020.The note is currently in default.

NOTES 4 AND 5: On May 17, 2017, as discussed in section a) above, the $100,000 note holder sold $60,000 of this note to three third parties, one of whom subsequently became a related party, and the Company modified the new $20,000 notes to add a conversion feature at a conversion rate of $0.50 per share, with a maturity date of May 16, 2018. This was treated as a debt extinguishment and a beneficial conversion feature was recorded at issuance of $20,000 per note and was amortized over the life of the notes. These third parties converted an aggregate of $13,500 of these notes in exchange for 6,750 shares in June 2017. On July 26, 2017, two of these third parties converted an aggregate of $11,000 of these notes in exchange for 5,500 shares. In September 2017, the Company modified the conversion rate of these notes to $0.50 per share, which was treated as debt extinguishment whereby the then remaining balance of the discount was amortized as interest expense and new discounts totaling $35,500 were recorded which are being amortized over the remaining life of the notes. At June 30, 2020, the total principal and interest under these notes was $26,523 and the unamortized discounts were $0.

NOTE 8:13: On July 16, 2020, the company entered into a two year loan agreement in the amount of $60,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $567 and is convertible into 1,657,016 shares of the Company’s common stock.

NOTE 14: On July 16, 2020, the company entered into a two year loan agreement in the amount of $50,000 with a third party. The note bears interest at the rate of 5%. On September 23, 2020 the lender converted the note plus accrued interest of $473 into 1,380,847 shares of the Company’s common stock.

NOTE 15: On August ~~31, 2017,~~14, 2020, the company entered into a two year loan agreement in the amount of $25,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $161and is convertible into 687,724 shares of the Company’s common stock.

NOTE 16: On September 15, 2020, the company entered into a two year loan agreement in the amount of $10,000 with a third party. The note bears interest at the rate of 5%.At September 30, 2020, this note has accrued interest of $11and is convertible into 226,551 shares of the Company’s common stock.

NOTE 17: On September 15, 2020, the company entered into a two year loan agreement in the amount of $20,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $22 and is convertible into 453,103 shares of the Company’s common stock.

NOTE 18: On September 22, 2020, the company entered into a two year loan agreement in the amount of $5,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $0 and is convertible into 54,113 shares of the Company’s common stock.

NOTE 19: On September 23, 2020 the Company entered into a ~~six month 10% convertible promissory note~~45 day loan agreement in the amount of ~~$30,000. In event of default~~$77,500 with a third party, replacing a previously undocumented loan. The note bears interest at the ~~note carries an interest~~ rate of ~~18%~~0%.

~~The total~~ At September 30, 2020, this note has accrued interest of $0 and is convertible into 500,000 shares of the Company’s common ~~stock as follows:~~stock.

~~Lender~~NOTE 20: On September 23, 2020 the Company entered into a 45 day loan agreement in the amount of $7,067 with a third party, to settle accrued expenses. The note bears interest at the rate of 0%. At September 30, 2020, this note has ~~the right at any time, at its election, to convert (each instance~~accrued interest of ~~conversion~~$0 and is ~~referred to herein as a “Conversion”) all or any part~~convertible into 50,000 shares of the ~~Conversion Eligible Outstanding Balance~~Company’s common stock.

NOTE 21: On September 23, 2020, the company entered into shares (“Conversion Shares”) of fully paid and non-assessable common stock, $0.0001 par value per share (“Common Stock”), of Company as per the following conversion formula: the number of Conversion Shares equalsa two year loan agreement in the amount ~~being converted (the “Conversion Amount”) divided by~~of $75,000 with a third party. The note bears interest at the ~~Conversion Price (as defined below)~~rate of 6%. ~~Subject to~~At September 30, 2020, this note has accrued interest of $86 and is convertible into 202,703 shares of the ~~adjustments set forth herein,~~Company’s common stock.

NOTE 22: On September 23, 2020, the ~~conversion price (the “Conversion Price”) for each Conversion shall be equal to 80% (the “Conversion Factor”) multiplied by the lowest Closing Bid Price~~company entered into a two year loan agreement in the ~~fifteen (15) Trading Days immediately preceding~~amount of $60,000 with a third party. The note bears interest at the ~~applicable Conversion. Due to the variable conversion terms and certain default provisions, the embedded conversion option has been recorded as a derivative liability at an initial fair value~~rate of $24,210 recorded as a debt discount. The valuation method utilized was the Black-Scholes model with the following assumptions: Expected life in years 0.10; Stock price at August 31, 2017, $2.80 with the conversion price of $1.80; Bond equivalent yield rate 1.08%6%. At ~~June~~September 30, 2020, this note has accrued interest of $69 and is convertible into 162,162 shares of the valuation method utilized was the Black-Scholes model with the following assumptions: Expected life in years 0.00001; Stock price at June 30, 2020 $0.26 with the conversion price of $0.112; Bond equivalent yield rate 0.13%. The principal and interest balance was $38,404 at June 30, 2020.Company’s common stock.

During the period ended ~~June 30, 2020,~~December 31, 2018, the CEO advanced ~~$10,233~~$8,500 to the Company ~~and was repaid $9,294,~~ under an undocumented advance which carries no interest and has no stated maturity. ~~At June 30, 2020,~~During the year ended December 31, 2019, the CEO advanced an additional $5,000 under this undocumented advance ~~balance is $11,592.~~

In ~~May~~March 2020, ~~the Company, through its wholly owned subsidiary, received an Economic Disaster Injury Loan from the U.S. Small Business Administration (SBA EIDL)~~a convertible note matured in the amount of ~~$96,600.This loan carries~~$100,000 plus accrued interest of $11,989. By contract this note is convertible into 6,195,192 shares of common stock. As the shares have not yet been issued, they are accounted for as a ~~3.75% interest rate and is payable in monthly payments over 30 years, beginning in May 2021.~~

liability to issue shares. In ~~April 2017 the Company entered into~~September 2020, a ~~six year loan~~convertible note matured in the amount of ~~$35,000~~$10,000 plus accrued interest of $1,164. By contract this note is convertible into 470,669 shares of common stock. As the shares have not yet been issued, they are accounted for as a liability to purchase the Suzuki outboard engines for the Luxuria I. This loan carries an interest rate of 6.49% with monthly payments. At June 30, 2020 the balance of this loan was $18,411, of which $6,045 is due within one year.issue shares.

~~In June 2020,~~During the third quarter the Company ~~through its wholly owned subsidiary, received~~recorded a ~~deposit on a new custom design and build floating vessel, based from the design~~liability to issue 20,405,000 shares of ~~the Luxuria I. The Company is~~common stock in ~~process of developing the contract specifications with the buyer.~~exchange for services valued at $96,031, or $0.005 per share.

At June 30, 2020, the Company had the obligation to issue 1,000 shares of common stock on July 1, 2017 and 1,000 shares on January 1, 2018, under a three year consulting agreement entered into on December 9, 2016. These shares were valued at the market price for shares at the date they were earned.

At June 30, 2020, the Company had the obligation to issue 1,000 shares of common stock on May 22, 2018 under a three month consulting agreement entered into on that date. These shares were valued at the market price for shares at the date they were earned.

At June 30, 2020, the Company had the obligation to issue 6,000 shares of common stock on April 6, 2018 under a consulting agreement entered into in April 2017. These shares were valued at the market price for shares at the date they were earned.

~~The $5,050 value of these 8,000 shares has been classified within accrued liabilities at June 30, 2020 and December 31, 2019.~~

Leases:We occupy approximately four hundred (400) square feet of office space without charge at the residence of our Chief Executive ~~Officer, President, Treasurer and Director, and our Secretary.~~Officer.

In the last quarter of 2014, as memorialized in May 2015, the Company received a stock subscription agreement from a now former officer and director of the Company for 1,500 shares of common stock in exchange for $250,000 in cash or cash equivalents, such as labor and materials for the construction of the barge bottom, or $167 per share. Through June 30, 2016 this former officer and director has paid $55,000 and received 330 shares, respectively. In August 2016, the Company issued 425 shares of our restricted common stock to this former officer and director in exchange for the construction of the barge bottom for Luxuria I, delivered in February, valued at $70,000, based on a negotiated agreement.

Matters:From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of ~~June~~September 30, 2020, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

This former officer discussed in c) above has not accepted the stock certificate and has informed the Company that he wants to renegotiate the stock purchase price since the market price of the common stock has fallen below the signed contractual price per share. In addition, this former officer unlawfully placed a lien against the Luxuria I in April 2019, resulting in the Company being compelled to pay him $50,000 to release the lien concurrently with the sale of the Luxuria I. The Company is exploring its options to seek restitution.

At ~~June~~September 30, 2020 and December 31, 2019, the Company has 5,000,000,000 shares of par value $0.0001 common stock authorized and ~~2,901,291~~114,307,062 and 71,244,696 issued and ~~outstanding.~~outstanding, respectively. At ~~June~~September 30, 2020 and December 31, 2019, the Company has 10,000,000 shares of par value $0.0001 preferred stock authorized and 1,000,000 Redeemable Series A preferred shares issued and outstanding.

~~On January 15,~~In the third quarter 2020, the Company issued 2,310,000 shares of common stock to six individuals/legal entities in exchange for the conversion of debt valued at $115,500, or $0.05 per share. The Company also issued 2,901,291 shares of common stock to consummate the acquisition. The Company issued 35,862,365 shares of common stock in exchange for services valued at $3,190,893, or $0.09 per share. The Company issued 1,988,709 shares of common stock to settle accrued expenses in the amount of $926,035, or $0.05 per share.

In the first quarter 2020, the Company issued 6,195,192 shares of common stock exchange for the conversion of debt valued at $111,989, or $0.02 per share.

In the third quarter 2019, the Company issued ~~238,000~~5,164,388 shares of common stock ~~upon conversion of Note 2 principal~~ in exchange for services valued at $24,305, or $0.005 per share.

In the ~~amount of $729. On March 1,~~second quarter 2019, the Company issued ~~260,000~~10,401,930 shares of common stock ~~upon conversion~~in exchange for services valued at $48,954, or $0.005 per share. The Company also issued 4,249,676 shares of ~~Note 2 principal~~common stock in exchange for $20,000 cash, or $0.005 per share.

In the ~~amount~~first quarter 2019, the Company issued 1,214,628 shares of ~~$936. At June 30, 2020, the balance of this note is $0.~~common stock in exchange for services valued at $81,016, or $0.005 per share.

On September 25, 2014, the Company acquired the Miss Leah, a luxury floating vessel built on a barge platform from the Predecessor which is owned by the founders’ brother. As part of this acquisition transaction the Company issued a promissory note in June 2015Subsequent to the ~~Predecessor in~~merger agreement, management initiated a plan to divest the ~~amount~~luxury living vessel business. As a result this segment is classified as discontinued operations. R3Score recorded $38,361 as the results of $100,000, carrying an interest rate of 2% effective September 25, 2014, with a maturity date of June 20, 2022. The Company recorded the payable in September 2014 which was formalized with this promissory note in June 2015. At June 30, 2020 and December 31, 2019, the Company had accrued interest of $11,386 and $10,400, respectively.

In the last quarter 2014, the Predecessor continued to receive some of the revenue from and to pay some of the expenses related to the rental of the Miss Leah. The Company has established a payable to the Predecessordiscontinued operations for the ~~net differential of $3,888.~~period ended September 30, 2020.

~~The Company has no revenue producing asset at June 30, 2020 and December 31, 2019.~~

The Company maintains its cash in bank deposit accounts, which may, at times, may exceed federally insured limits. The Company had no cash balances in excess of FDIC insured limits at ~~June~~September 30, 2020 and December 31, 2019, respectively.

The Company’s management is unable to predict the full impact of COVID-19 on the Company.

The corona virus pandemic and subsequent State of ~~Florida~~Maryland ordered shut down ~~had~~did not have a significant effect upon the Company’s operations. The Company’s access to capital was ~~severely~~moderately curtailed ~~to totally eliminated,~~, during the pandemic. The Company, had also entered into a letter of intent for a custom design and build floating vessel. The Company will not know for some time if this letter of intent can be converted into a contract or not. The Company is continuing to negotiate with several other parties for custom design and build floating vessel opportunities, but as yet, does not know what the ultimate consequences of the pandemic will be upon its business model.

a) Convertible debt: In November 2020, NOTE 19 was amended to ~~absorb~~$35,000 paid in cash on December 7, 2020 and the ~~additional cost~~$42,500 balance converted into 350,000 shares of the Company’s common stock. The cash payment portion of this note is in default.

In November 2020, NOTE 20 was amended to extend the maturity date to the latter of June 7,2021 or the date that the Company raises $1.5 million or more in new capital.

b) Liability to issue common shares: In October 2020, the Company issued the 20,405,000 shares of common stock in exchange for services valued at $96,031, or $0.005 per share. In December 2020, the Company issued the 6,195,192 shares of common stock finalizing the conversion of the $100,000 note balance plus $11,989 accrued interest.

c) Stockholder’s equity: In November 2020, the Company authorized the designation of 1,000,000 shares of Preferred Stock Series B. This Series B has no voting rights; receives dividends at a ~~luxury floating home as compared~~rate of 6%; is redeemable for 180 days at an increasing redemption premium to a ~~traditional home. Additionally,~~maximum of 135%; beginning180 days after issuance is convertible into common stock at a 35% discount to the ~~Company’s management cannot predict~~then current trading price of the ~~availability~~common stock and each such conversion is limited to a maximum of marine construction facilities or personnel during this time due to Broward County, Florida Administrator's Emergency Order 20-03 limiting which businesses may stay open. The Company’s primary facility where4.99% of the ~~Luxuria I was constructed is located in Broward County, Florida.~~them issued and outstanding common stock.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~We were founded~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following management’s discussion and analysis (“MD&A”) should be read in ~~June~~conjunction with Global Boatworks Holdings, Inc., (“GBBT”) financial statements for the nine months ended September 30, 2020 and 2019, and the notes thereto. Additional information relating to the Company is available through its website:

The Company has developed a financial analysis tool that uses artificial intelligence, machine learning, and human empathy together to provide an accurate assessment of ~~2014~~a person’s credit worthiness and reputation without the bias that is inherent in traditional "scores" used by lenders and employers. The product produces a unique score ranging from 300 to ~~commercialize luxury stationary floating vessels. We plan~~850, accompanied by a nuanced customer segmentation report that, together, provides actionable information to ~~generate revenues from~~better align products and services to customers. The products offer more context than traditional criminal background screening tools and/or traditional credit scores. The Company’s products provide decision-makers with more actionable data than what is available on the ~~sale~~open market. The products proprietary risk models leverage machine learning and existing cross-sector research in a unique manner for a more robust, holistic view of ~~and rental~~prospective employees and/or consumers. Activity to date has been focused mostly on the development of the ~~vessels initially~~algorithms and unique risk models for the product. The Company is transitioning to marketing our report to corporations and individuals.

Certain statements in ~~South Florida. Our newly developed Luxuria model features a South Florida modern style,~~this report, including the potential future impact of COVID-19 on our results of operations or liquidity, the potential impact of actions we have taken to mitigate the impact of COVID-19, the expected benefit of the CARES Act on our liquidity and ~~is approximately one thousand six hundred (1,600) square feet under air. The vessel offers amenities typically found~~the period of time during which our cash and short-term investment will fund our operations are forward-looking statements as defined in ~~a luxury home.~~the Private Securities Litigation Reform Act of 1995. We use words such as “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “target,” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. These forward-looking statements are based on information available to us as of the date any such statements are made, and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the risk factors described in our annual report on Form 10-K for the year ended December 31, 2019, as updated in this Form 10-Q and other reports filed subsequently with the SEC. GBBT disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

We had ~~vessel sale~~ revenues of $0$2,640 and ~~$750,000~~$0 for the three (3) months ended ~~June 30, 2020 and 2019, respectively.~~

~~Cost of revenues, (exclusive of depreciation shown separately below), was $0 compared to $579,836 for the three (3) months ended June~~September 30, 2020 and 2019, respectively.

General and administrative expenses were ~~$66,686~~$33,005 compared to ~~$90,615~~$52,130 for the three (3) months ended ~~June~~September 30, 2020 and 2019, ~~respectively, a decrease of twenty six point four percent (26.4%).~~respectively. General and administrative expenses are principally composed of insurance, maintenance, ~~officer pay~~office expenses and travel.

Our salaries expense was $265,983 compared to $114,555 the three (3) months ended September 30, 2020 and 2019, respectively. $150,893 of the increase is attributable to stock-based compensation.

Our professional fees were ~~$28,604~~$3,434,899 compared to ~~$57,952~~$38,655 for the three (3) months ended ~~June~~September 30, 2020 and 2019, respectively. ~~This decrease is principally the result of delayed expenditures resulting because~~$3,040,000 of the ~~COVID-19 pandemic~~increase is attributable to stock-based compensation and the ~~2019 expenses related~~balance the process of becoming a public company as well as the continued push to ~~the sale of the Luxuria I.~~develop contracts with large corporations.

Our interest expense was ~~$9,484~~$50,668 compared to ~~$10,763~~$5,016 for the three (3) months ended ~~June~~September 30, 2020 and 2019, respectively.

Our change in fair value of derivative was ~~$69,941~~$38,361 and ~~$625~~$0 for the three months ended ~~June~~September 30, 2020 and 2019, respectively.

We recorded a net loss of ($~~175,171)~~3,792,399) compared to ($~~43,075)~~210,909) for the three (3) months ended ~~June~~September 30, 2020 and 2019, respectively.

We had ~~vessel sale~~ revenues of $0$5,075 and ~~$750,000~~$0 for the ~~six (6)~~nine (9) months ended ~~June~~September 30, 2020 and 2019, respectively.

~~Cost of revenues, (exclusive of depreciation shown separately below), was $0 compared to $583,710 for the six (6) months ended June 30, 2020 and 2019.~~

General and administrative expenses were ~~$128,493~~$95,404 compared to ~~$163,219~~$79,198 for the ~~six (6)~~nine (9) months ended ~~June~~September 30, 2020 and 2019, ~~respectively, a decrease of twenty one point three percent (21.3%).~~respectively. General and administrative expenses are principally composed of insurance, maintenance, ~~officer pay~~office expenses and travel.

Our salaries expense was $478,723 compared to $172,113 the nine (9) months ended September 30, 2020 and 2019, respectively. $150,893 of the increase is attributable to stock-based compensation and $120,000 carried over from our acquisition.

Our professional fees were ~~$32,564~~$3,464,041 compared to ~~$71,492~~$169,025 for the ~~six (6)~~nine (9) months ended ~~June~~September 30, 2020 and 2019, respectively. ~~This decrease is principally the result of delayed expenditures resulting because~~$3,040,000 of the ~~COVID-19 pandemic~~increase is attributable to stock-based compensation and the ~~2019 expenses related~~balance the process of becoming a public company as well as the continued push to ~~the sale of the Luxuria I.~~develop contracts with large corporations.

Our interest expense was ~~$19,144~~$38,568 compared to ~~$22,220~~$9,030 for the ~~six (6)~~nine (9) months ended ~~June~~September 30, 2020 and 2019.

Our change in fair value of derivative was ~~$53,977~~$38,568 and ~~$93,222~~$0 for the ~~six (6)~~nine (9) months ended ~~June~~September 30, 2020 and 2019, respectively.

We recorded a net loss of ($~~235,090)~~4,057,015) compared to ($~~148,793)~~429,919) for the ~~six (6)~~nine (9) months ended ~~June~~September 30, 2020 and 2019, respectively.

Our cash ~~increased $188,908~~decreased $65,919 for the ~~six~~nine months ended ~~June~~September 30, 2020. Operating activities ~~provided $93,260~~used $584,751 in cash during the ~~six~~nine months ended ~~June~~September 30, 2020. Our operating activities consisted primarily of ~~seeking~~developing contact and negotiating new design and build opportunities of different versions of the Luxuria class floating vessels. In June 2020, we received a $200,000 deposit on a new custom design and build based on the Luxuria I. This customer purchased the Luxuria Icontracts with large corporations to utilize our reports in ~~2019. They own a series of~~

~~resorts throughout the world, principally sited on water front properties. The intent is modify the Luxuria design and place new floating vessels at~~ their resorts and charge premium rates for rentals at the resorts. The Company and customer are currently developing the specifications for this model, which will then allow for the cost to be estimated and a contract to be drafted.hiring decisions as well as credit granting decisions.

Our cash increased ~~$20,356~~$109,042 for the ~~six~~nine months ended ~~June~~September 30, 2019. Our operating activities ~~provided $102,171~~used $151,984 of cash during the ~~six~~nine months ended ~~June~~September 30, 2019. During 2019 ~~as a result of the sale of the Luxuria I. Our operating activities consisted primarily of marketing the Luxuria I for sale, marketing the concept~~we were still developing our algorithms and software to ~~enter into custom design and build versions which are under contract for sale prior to beginning to build.~~enable report production.

During the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, we ~~purchased no~~invested $94,957 and $33,974, respectively in fixed and intangible assets.

In ~~May~~June 2020, the Company ~~through its wholly owned subsidiary,~~ received an SBA ~~EIDL~~Paycheck Protection Program (PPP) loan in the amount of ~~$96,600. This is a 30 year~~$36,789. We expect to have this loan ~~carrying a 3.25% interest rate, with~~forgiven under the ~~first payment due in May 2021.~~PPP guidelines.

During the ~~six (6)~~nine (9) months ended ~~June~~September 30, ~~2019,~~2020, we funded our working capital requirements principally through the use of proceeds of ~~$117,000 consisting mainly~~$613,789 from additional debt proceeds. ~~We also reduced outstanding debt by $657,000 during the six (6) months ended June 30, 2019.~~

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Our financial instruments consist of cash and cash equivalents, prepaid expenses, payables and accrued expenses. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. We consider the carrying values of our financial instruments in the consolidated financial statements to approximate fair value, due to their short-term nature.

~~Rental Revenue~~ - Revenue is recognized when ~~earned, generally starting when the rental customer takes temporary possession of the floating vessel and through their contracted stay.~~earned. Revenue is recognized on a gross basis in accordance with ASC 606. ~~Cost of Revenue includes the marina dockage fees and fees charged by the web sites Homeaway and Air BnB, where the floating vessel is advertised for rent.~~

Costs to construct vessels are capitalized during the construction phase. Upon completion of a vessel the Company will either sell the vessel or place in it service as a rental property. If the vessel is to be leased the construction costs are transferred to property and equipment and depreciated over its useful life.

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided for using straight-line methods over the estimated useful lives of the respective assets.

We periodically evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and that fair value is reclassified to equity. The shares issued upon conversion of the note are recorded at their fair value with gain or loss recognition as applicable.

We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).

(See “Recently Issued Accounting Pronouncements” in Note 3m) of Notes to the unaudited Consolidated Financial Statements.)

As of ~~June~~September 30, 2020, we had cash on hand of $189,027. This cash is earmarked for the construction of the new barge bottom for the customer that placed a $200,000 deposit for a new custom design and build Luxuria variant. Currently, our operating expenses are approximately $25,000 per month. We were obligated to repay an outstanding loan in one lump payment in the amount of $115,500 on July 15, 2019, which is currently in default.$30,487. We are ~~obligated~~preparing a private placement memorandum to ~~pay a lump sum of $80,000 and $77,500 on demand. We were obligated~~allow us to repay an outstanding loan in one lump payment in the amount of $15,000 on October 15, 2017, which is past due as of the date of this filing. We were obligated to repay two outstanding loans in one lump payment in the amounts of $10,000 and $10,000 on May 17, 2018, which are currently in default. We were obligated to repay an outstanding loan in one lump payment in the amount of $30,000 on October 6, 2018, which is currently in default.

~~If we fail to generate sufficient revenues or~~ raise ~~additional funds to meet our monthly operating costs we would have available cash for our operating needs for approximately zero (0) months.~~

We are focusing our efforts on commercializing luxury stationary vessels designed in a South Florida modern style. We completed the design of the Luxuria model in the first quarter of 2015, and began construction in March 2016. It was completed as of June 30, 2017. Luxuria I is approximately 1,900 square feet, with two (2) bedrooms and bathrooms, and sleeps up to ~~nine (6) people. We are also~~$5,000,000. These funds will be primarily earmarked to the hiring of essential staff for both operations and marketing ~~the concept of custom built smaller versions of the Luxuria that would cost less to build and have a lower selling price. We closed on the sale of the Luxuria I on April 24, 2019.~~

In June 2020, we received a $200,000 deposit on a new custom design and build based on the Luxuria I. This customer purchased the Luxuria I in 2019. They own a series of resorts throughout the world, principally sited on water front properties. The intent is modify the Luxuria design and place new floating vessels at their resorts and charge premium rates for rentals at the resorts. The Company and customer are currently developing the specifications for this model, which will then allow for the cost to be estimated and a contract to be drafted.

While rental of the Luxuria was expected to provide a relatively steady revenue stream to us, the construction and sale of custom designed and built luxury floating vessels are expected to generate significantly greater revenues and potential profits.

We anticipate that each non-custom vessel of the Luxuria class will cost approximately $650,000 to construct. Construction will take between three (3) to four (4) months, per vessel. We will require additional funds to develop and carry out our future plans including construction of our second Luxuria class vessel which has not yet commenced. We plan to beginas well as other marketing ~~each vessel when manufacturing commences.~~

~~The retail price of the Luxuria class is expected to be between $1,200,000 and $1,500,000, depending upon amenities.~~

~~We are currently marketing the Luxuria class model and smaller versions of the Luxuria class to yacht brokers, real estate brokers, boat dealerships and resorts that have marina space.~~

~~Our cash balance at June 30, 2020 was approximately $188,027, which is approximately zero (0) months of net cash outflow.~~

expenses. We have ~~an accumulated deficit of $6,223,442~~successfully transitioned from ~~inception~~developing our proprietary software and algorithms to ~~June 30, 2020. A significant portion of this accumulated deficit is the result of non-cash expenses such as the issuance of common stock~~marketing our reports to large corporations for ~~services rendered, amortization of beneficial conversion feature discounts~~use in their human resource departments for hiring decisions and ~~amortization of embedded derivative value discounts on convertible debt.~~

~~Our future plans are contingent upon the receipt of capital from the receipt of at least $500,000 from the sale of our securities.~~

~~Should we receive funding of $500,000 from the sale of our securities~~to large credit granting entities for use in ~~the future we plan to construct a second Luxuria model vessel.~~their credit evaluation processes.

The Company’s management is unable to predict the full impact of COVID-19 on the Company.

The corona virus pandemic and subsequent State of ~~Florida~~Maryland ordered shut down ~~had~~did not have a significant effect upon the Company’s operations. The Company’s access to capital was ~~severely~~moderately curtailed, ~~to totally eliminated,~~ during the pandemic. The Company, had also entered into a letter of intent for a custom design and build floating vessel. The Company will not know for some time if this letter of intent can be converted into a contract or not. The Company is continuing to negotiate with several other parties for custom design and build floating vessel opportunities, but as yet, does not know what the ultimate consequences of the pandemic will be upon its business model.

The Luxuria series of floating homes is constructed in marine facilities and appeals to those that seek a lifestyle that incorporates being on the water. The Company’s product is more expensive than a traditional home built on land. Because of COVID-19 and the uncertainty surrounding economic conditions moving forward the Company cannot predict the ~~willingness of buyers~~full impact, although it has had only a moderate impact to absorb the additional cost of a luxury floating home as compared to a traditional home. Additionally, the Company’s management cannot predict the availability of marine construction facilities or personnel during this time due to Broward County, Florida Administrator's Emergency Order 20-03 limiting which businesses may stay open.date. The Company’s ~~primary facility where~~staff and outside professionals were already working remotely prior to the ~~Luxuria I was constructed is located in Broward County, Florida.~~onset of the pandemic.

Smaller reporting companies are not required to provide the information required by this item.

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a − 15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act” ),), as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded as of ~~June~~September 30, 2020 that the Company’s disclosure controls and procedures were not effective such that the information required to be disclosed in the Company’s United States Securities and Exchange Commission (the “SEC”) reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, currently the same person to allow timely decisions regarding required disclosure. Further, certain other deficiencies involving internal controls over financial reporting constituted a material weakness as discussed below.

Based on its evaluation under the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission as of December 31, 2017, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, concluded that its internal control over financial reporting were not effective as of December 31, 2019, and there was no change in the Company’s internal control over financial reporting during the quarter ended ~~June~~September 30, 2020. Based on its evaluation, our management concluded that our internal control over financial reporting as of the end of our most recent fiscal year is not effective because there is a material weakness in our internal control over financial reporting as discussed below. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company does not have a full time Controller or Chief Financial Officer and utilizes a part time consultant to perform these critical responsibilities. This lack of full-time accounting staff results in a lack of segregation of duties and accounting technical expertise and lack of monitoring controls necessary for an effective system of internal control. Additionally, certain IT controls have not been developed nor adhered to. Because of the size of the Company and the Company’s administrative staff, as well as other reasons noted above, controls related to the segregation of certain duties, and additionally, controls and processes involving the communication, dissemination, and disclosure of information and monitoring controls, have not been developed and the Company has not been able to adhere to them. Furthermore, we have not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers, and directors. Since these entity level programs have a pervasive effect across the organization, as well as other deficiencies, management has determined that these circumstances constitute a material weakness. Additionally, the Board of Directors does not currently have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

There have been no changes in our internal control over financial reporting during the quarter ended ~~June~~September 30, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including the CEO/CFO, does not expect that the Disclosure Controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. 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. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our 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. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions of deterioration in the degree of compliance with policies or procedures.

From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. To the best of our knowledge, we are not subject to any proceeding which would reasonably be likely to have a material adverse effect on the Company.

Smaller reporting companies are not required to provide the information required by this item.

~~None.~~The Company issued 99,057,386 shares of common stock to effect the merger on September 23, 2020.

The Company issued 2,310,000 shares of common stock in September 2020 to settle $115,500 of debt.

The Company issued 1,988,709 shares of common stock in September 2020 to settle $926,035 of accrued expenses.

The Company issued 3,800,000 shares of common stock in September 2020 in exchange for services valued at $3,040,000.

The Company issued 20,405,000 shares of common stock in October 2020 in exchange for services valued at $93,990.

The Company issued 6,195,192 shares of common stock in December 2020 to settle $111,989 of liability to issue shares.

~~US Small Business Administration Economic Injury Disaster Loan (SBA EIDL)~~FINRA Deficiency Notice

On January 8, 2021, we received a notice from FINRA that as a result of not having filed this 10-Q timely FINRA has denied processing for the requested name and trading symbol change.The Company ~~through its wholly owned subsidiary, received an SBA EIDL in the amount of $96,600. This is~~has 30 days to appeal this decision, or it will have to institute a ~~30 year loan, carrying a 3.25% interest rate, with the first payment due in May 2021.~~new application.

The Company’s management is unable to predict the full impact of COVID-19 on the Company.

The corona virus pandemic and subsequent State of ~~Florida~~Maryland ordered shut down ~~had~~did not have a significant effect upon the Company’s operations. The Company’s ~~access~~staff and outside professional were already working remotely and the Company’s operations do not require in-person contact to ~~capital was severely curtailed to totally eliminated, during the pandemic.~~ succeed.

The Company, had also entered into a letter of intent for a custom design and build floating vessel. The Company will not know for some time if this letter of intent can be converted into a contract or not. The Company is continuing to negotiate with several other parties for custom design and build floating vessel opportunities, but as yet, does not know what the ultimate consequences of the pandemic will be upon its business model.

The Luxuria series of floating homes is constructed in marine facilities and appeals to those that seek a lifestyle that incorporates being on the water. The Company’s product is more expensive than a traditional home built on land. Because of COVID-19 and the uncertainty surrounding economic conditions moving forward the Company cannot predict the ~~willingness of buyers~~full impact, although it has had only a moderate impact to absorb the additional cost of a luxury floating home as compared to a traditional home. Additionally, the Company’s management cannot predict the availability of marine construction facilities or personnel during this time due to Broward County, Florida Administrator's Emergency Order 20-03 limiting which businesses may stay open. The Company’s primary facility where the Luxuria I was constructed is located in Broward County, Florida.

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, there unto duly authorized.



Florida		81-0750562
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)		Emerging Growth Company	[X]




	PAGE
PART I - FINANCIAL INFORMATION

Item 1. Index to Unaudited Condensed Consolidated Financial Statements	F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3. Quantitative and Qualitative Disclosures about Market Risk	54
Item 4. Controls and Procedures	54

PART II-- OTHER INFORMATION

Item 1. Legal Proceedings	76
Item 1A. Risk Factors	76
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	76
Item 3. Defaults Upon Senior Securities	76
Item 4. Mine Safety Disclosures	76
Item 5. Other Information	76
Item 6. Exhibits	87

SIGNATURES	98


	Three Months Ended June 30,		Six Months Ended June 30,
	2020	2019	2020	2019
REVENUES
Vessel sales	$ -	$ 750,000	$ -	$ 750,000

Total revenue	-	750,000	-	750,000

OPERATING EXPENSES
Cost of revenues, excluding depreciation shown below	-	579,836	-	583,710
General and administrative	66,686	90,615	128,493	163,219
Depreciation and amortization	456	5,110	912	23,020
Professional fees	28,604	57,952	32,564	71,492
Professional fees - related party	-	56,000	-	128,000

Total operating expenses	95,746	789,513	161,969	969,441

Loss from operations	(95,746)	(39,513)	(161,969)	(219,441)

Other income (expense)
Interest expense	(9,484)	(10,763)	(19,144)	(22,220)
Gain on extinguishment of debt and debt conversions, net	-	16,500	-	9,570
Gain on impairment recoupment	-	18,823	-	18,823
Change in fair value of derivative liability	(69,941)	625	(53,977)	93,222
Loss on insurance settlement	-	(28,747)	-	(28,747)

Total other income (expense)	(79,425)	(3,562)	(73,121)	70,648

Net loss	$ (175,171)	$ (43,075)	$ (235,090)	$ (148,793)

Loss per weighted average common share, basic and diluted	$ (0.06)	$ (0.01)	$ (0.08)	$ (0.05)

Number of weighted average common shares outstanding - Basic and Diluted	2,901,311	2,901,311	2,901,311	2,796,835


	Preferred Stock Number of Shares	Preferred Stock Par Value	Common Stock Number of Shares	Common Stock Par Value	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders’ Deficit

BALANCE, December 31, 2019	-	$ -	2,901,311	$ 290	$ 4,175,726	$ (5,988,352)	$ (1,812,336)

Net loss, period ended March 31, 2020	-	-	-	-	-	(59,917)	(59,917)

Balance, March 31, 2020	-	-	2,901,311	290	4,175,726	(6,048,271)	(1,872,255)
Cancelled shares	-	-	(20)	-	-	-	-
Net loss, period ended June 30, 2020	-	-	-	-	-	(175,171)	(175,171)

Balance, June 30, 2020	-	$ -	2,901,291	$ 290	$ 4,175,726	$ (6,223,440)	$ (2,047,424)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2020	2019	2020	2019
REVENUES
Revenues	$ 2,640	$ -	$ 5,075	$ -
Total revenue	2,640	-	5,075	-
OPERATING EXPENSES
Salaries	145,982	114,555	358,722	172,113
General and administrative	32,172	52,130	94,571	79,198
Depreciation and amortization	9,572	553	22,804	553
Professional fees	3,544,766	38,655	3,573,908	169,025
Total operating expenses	3,732,492	205,893	4,050,005	420,889
Loss from operations	3,729,852	205,893	4,044,930	420,889
Other income (expense)
Interest income	1		1	-
Interest expense	(31,523)	(5,016)	(19,423)	(9,030)
Total other income (expense)	(31,523)	(5,016)	(19,422)	(9,030)
Net loss from continuing operations	(3,761,375)	(210,909)	(4,064,352)	(429,919)
Net income from discontinued operations	38,361	-	38,361	-
Net loss	$ (3,723,014)	$ (210,909)	$ (4,025,991)	$ (429,919)
Loss from continuing operations per weighted average common share, basic and diluted	$ (0.03)	$ 0.00	$ (0.05)	$ (0.01)
Income from discontinued operations per weighted average common share, basic and diluted	$ 0.00	$ -	$ 0.00	$ -
Number of weighted average common shares outstanding - Basic and Diluted	113,838,993	69,392,253	85,546,431	54,185,305


	2020	2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (235,090)	$ (148,793)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Change in fair value of derivative	53,977	(93,222)
Gain on extinguishment of debt	-	(1,665)
Gain on conversion or repayment of debt	-	(9,570)
Gain on impairment recoupment	-	(18,823)
Depreciation and amortization	912	23,020
Changes in operating assets and liabilities
Increase in sale hold-back deposit	-	50,000
Decrease in prepaid expenses	-	6,259
Increase in accounts payable and accrued liabilities	61,225	286,518
Increase in customer deposits	200,000	-
Increase in accrued interest expense	12,236	8,447
Net cash provided by operating activities	93,260	102,171

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from vessel sale	-	458,363
Net cash provided by investing activities	-	458,363

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from officer advances	3,335	2,100
Proceeds from third party loans	96,600	115,000
Settlement of bank overdraft liability	-	(982)
Loan repayments	(1,450)	(645,686)
Short term loan - related party repayments	(2,837)	(10,610)
Net cash provided by (used in) financing activities	95,648	(540,178)

Net increase in cash	188,908	20,356
CASH, beginning of period	119	961
CASH, end of period	$ 189,027	$ 21,317
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash	$ 6,909	$ 13,773
Income tax paid in cash	$ -	$ -

Non-Cash Investing and Financing Activities:
Conversion of debt to common stock	$ -	$ 1,665
Convertible note payable offset to short term note receivable - related party	$ -	$ 18,823


	June 30, 2020		December 31, 2019
Level 3 - Embedded Derivative Liability	$	92,337	$	38,361


Balance, December 31, 2019	$	38,361
Change in fair value		53,977
Balance, June 30, 2020	$	92,338


Assets acquired:
Cash and equivalents	$ -
Intangibles, net of accumulated amortization	5,015
Goodwill	4,367,459
Total identifiable assets acquired	4,372,474
Liabilities assumed:
Accounts payable and accrued liabilities	1,349,451
Short term debt plus current portion of long term debt	389,300
Fair value of derivative liability	92,338
Long term debt	220,352
Total liabilities assumed	2,051,441
Total consideration	$ 2,321,033


		June 30, 2020		December 31, 2019
Architectural plans	$	12,766	$	12,766
Less: accumulated amortization		(7,751)		(6,839)
Total P&E	$	5,015	$	5,927


		September 30, 2020		December 31, 2019
Equipment	$	2,250	$	2,250
Less: accumulated amortization		(694)		(207)
Total P&E	$	1,556	$	2,043


		September 30, 2020		December 31, 2019
Software	$	118,281	$	52,474
Website		8,400		3,000
Less: accumulated amortization		(28,168)		(5,645)
Total	$	98,513	$	49,829


	June 30, 2020	December 31, 2019
Accrued officer pay	$ 462,979	$ 342,035
Accrued professional fees - related party	128,405	128,405
Accrued professional fees - third party	384,000	384,000
Other	14,200	67,200
Total accrued expenses	$ 989,584	$ 921,640


	September 30, 2020	December 31, 2019
Accrued wages	$ 61,458	$ 21,492
Accrued interest	23,307	17,987
Total accrued expenses	$ 84,765	$ 39,479



Exhibit No.	Exhibit Description	Incorporated By Reference			Filed Herewith
		Form	Date	Number

31.1	Certification Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 as amended				X
3 ~~2.1~~32.1	Certification Pursuant to 18 U.S.C. Section 1350				X
99.1	Certificate of Designation of Series B Preferred Stock				X


	June 30, 2020	December 31, 2019
Note 1	$ -	$ -
Note 3	115,500	106,500
Note 5	10,000	10,000
Note 6	80,000	80,000
Note 7	77,500	77,500
Less: unamortized debt discounts	-	-
Total short term notes, net	$ 283,000	$ 274,000


	September 30, 2020	December 31, 2019
Note 1	$ -	$ 100,000
Note 2	-	10,000
Note 3	100,000	100,000
Note 4	15,000	15,000
Note 5	42,500	42,500
Note 6	57,500	57,500
Note 7	50,000	50,000
Note 8	25,000	25,000
Note 9	200,000	-
Note 10	10,000	-
Note 11	12,000	-
Note 12	25,000	-
Note 13	60,000	-
Note 14	50,000	-
Note 15	25,000	-
Note 16	10,000	-
Note 17	20,000	-
Note 18	5,000	-
Note 19	77,500	-
Note 20	7,067	-
Note 21	75,000	-
Note 22	60,000	-
Total convertible notes	926,567	400,000
Less current maturities	(374,567)	(110,000)
Long term portion	$ 552,000	$ 290,000


	June 30, 2020	December 31, 2019
Convertible note 3	$ 19,849	$ 19,093
Convertible note 4	13,261	12,761
Convertible note 5	13,261	12,761
Convertible note 8	38,404	36,925
Less: unamortized debt discounts	-	-
Total convertible notes, net	$ 84,775	$ 81,540