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Live (LVCG)

Filed: 16 Nov 20, 11:13am

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

Form 10-Q

 

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2020

 

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

For the transition period from __________ to __________

 

Commission file number:  333-230070

 

TALGUU INC

(Exact name of small business issuer as specified in its charter)

 

Arizona

81-4128534

2750

(State or other jurisdiction of incorporation or organization)

 

(Primary Standard Industrial

Classification Number)

 

7702 E Doubletree Ranch Road

Unit 300

Scottsdale, Arizona 85258

 

(Address of principal executive offices)

 

480-289-9018

(Issuer’s telephone number)

 

Live Inc., a California corporation

(Former name, former address and former fiscal year, if changed since last report)

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

 

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 [X] No [  ]

 

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

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 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).  Yes [  ]      No [X]

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 7,515,000 common shares issued and outstanding as of November 10, 2020.




LIVE INC.

 

QUARTERLY REPORT ON FORM 10-Q

 

TABLE OF CONTENTS

 

 

 

Page

PART I

FINANCIAL INFORMATION:

 

 

 

 

Item 1.

Financial Statements (Unaudited)

4

 

 

 

 

Condensed Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019

4

 

 

 

 

Condensed Statements of Operations for the three months and nine months periods ended

September 30, 2020 and 2019 (unaudited)

5

 

 

 

 

Condensed Statements of Changes in Stockholders’ Equity as of

September 30, 2020 and September 30, 2019 (unaudited)

 

6

 

 

 

 

Condensed Statements of Cash Flows for the nine months period ended

September 30, 2020 and 2019 (unaudited)

8

 

 

 

 

Notes to the Condensed Unaudited Financial Statements

9

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

18

 

 

 

Item 4.

Controls and Procedures

18

 

 

 

PART II

OTHER INFORMATION:

 

 

 

 

Item 1.

Legal Proceedings

18

 

 

 

Item 1A

Risk Factors

18

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

18

 

 

 

Item 3.

Defaults Upon Senior Securities

18

 

 

 

Item 4.

Mining Safety Disclosures

18

 

 

 

Item 5.

Other Information

18

 

 

 

Item 6.

Exhibits

19

 

 

 

 

Signatures

20


3



TALGUU INC

(formerly Live, Inc.)

BALANCE SHEETS

 

 

September 30,

 

 

December 31,

 

 

2020

 

 

2019

 

 

(unaudited)

 

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 Cash

 

$

255,491

 

 

$

370,255

 Prepaid expenses

 

 

2,255

 

 

 

561

Total Current Assets

 

 

257,746

 

 

 

370,816

 

 

 

 

 

 

 

 

Software development costs

 

 

78,000

 

 

 

42,000

 

 

 

 

 

 

 

 

Total Assets

 

$

335,746

 

 

$

412,816

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 Current liabilities:

 

 

 

 

 

 

 

   Accounts payable

 

$

112,748

 

 

$

76,945

   Accrued Interest – related party

 

 

132,033

 

 

 

70,894

   Note payable – related party

 

 

420,500

 

 

 

420,500

  Accrued officer compensation – related party

 

 

810,528

 

 

 

693,862

 

 

 

 

 

 

 

 

Total Liabilities

 

 

1,475,809

 

 

 

1,262,201

 

 

 

 

 

 

 

 

Stockholders' Deficit:

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding

 

 

-

 

 

 

-

Common stock, $0.0001 par value; 10,000,000,000 shares authorized, 7,515,000 and 7,400,000 shares issued and outstanding, respectively

 

 

 

 

803

 

 

 

791

 Additional paid-in capital

 

 

429,893

 

 

 

417,200

 Common stock to be issued

 

 

120,093

 

 

 

97,336

 Treasury Stock

 

 

(50)

 

 

 

(50)

Accumulated deficit

 

 

(1,690,802)

 

 

 

(1,364,662)

 

 

 

 

 

 

 

 

Total Stockholders’ Deficit

 

 

(1,140,063)

 

 

 

(849,385)

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$

335,746

 

 

$

412,816

 

 

 

 

 

 

 

 

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


4



TALGUU INC

(formerly Live, Inc.)

STATEMENTS OF OPERATIONS

(Unaudited) 

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended

September 30,

 

 

2020

 

2019

 

2020

 

2019

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Officer compensation – related party

 

 $

48,542

 

 

 $

74,408

 

 

$

137,292

 

$

153,158

    General & administrative expenses

 

 

38,047

 

 

 

34,058

 

 

 

128,573

 

 

91,687

         Total operating expenses

 

 

86,589

 

 

 

108,466

 

 

 

265,865

 

 

244,845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(86,589)

 

 

 

(108,466)

 

 

 

(265,865)

 

 

(244,845)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(21,251)

 

 

 

(6,963)

 

 

 

(61,139)

 

 

(17,057)

Interest income

 

 

90

 

 

 

1,534

 

 

 

864

 

 

2,886

 Total other expense

 

 

(21,161)

 

 

 

(5,429)

 

 

 

(60,275)

 

 

(14,171)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(107,750)

 

 

 

(113,895)

 

 

 

(326,140)

 

 

(259,016)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(107,750)

 

 

$

(113,895)

 

 

$

(326,140)

 

$

(259,016)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share, basic and diluted

 

$

(0.01)

 

 

$

(0.02)

 

 

$

(0.04)

 

$

(0.04)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares, basic and diluted

 

 

7,515,000

 

 

 

7,400,000

 

 

7,500,746

 

7,400,000

 

 

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


5



 

TALGUU INC

(formerly Live, Inc.)

STATEMENT OF STOCKHOLDERS DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

(Unaudited)

 

Common Stock

 

Additional

 

Common Stock

 

Treasury

 

Accumulated

 

 

 

Shares

 

Amount

 

Paid in Capital

 

to be Issued

 

Stock

 

Deficit

 

Total

Balance, December 31, 2018

7,400,000

 

$

791

 

$

417,200

 

$

64,845

 

$

(50)

 

$

(1,016,549)

 

$

(533,763)

Common stock issued for services – related party

-

 

 

-

 

 

-

 

 

6,875

 

 

-

 

 

-

 

 

6,875

Common stock issued for services

-

 

 

-

 

 

-

 

 

1,017

 

 

-

 

 

-

 

 

1,017

Net Loss

-

 

 

-

 

 

-

 

 

 

 

 

-

 

 

(85,568)

 

 

(85,568)

Balance, March 31, 2019

7,400,000

 

$

791

 

$

417,200

 

$

72,737

 

$

(50)

 

$

(1,102,117)

 

$

(611,439)

Common stock issued for services – related party

-

 

 

-

 

 

-

 

 

6,875

 

 

-

 

 

-

 

 

6,875

Common stock issued for services

-

 

 

-

 

 

-

 

 

1,017

 

 

-

 

 

-

 

 

1,017

Net Loss

-

 

 

-

 

 

-

 

 

 

 

 

-

 

 

(59,553)

 

 

(59,553)

Balance, June 30, 2019

7,400,000

 

$

791

 

$

417,200

 

$

80,629

 

$

(50)

 

$

(1,161,670)

 

$

(663,100)

Common stock issued for services – related party

-

 

 

-

 

 

-

 

 

6,875

 

 

-

 

 

-

 

 

6,875

Common stock issued for services

-

 

 

-

 

 

-

 

 

1,017

 

 

-

 

 

-

 

 

1,017

Net Loss

-

 

 

-

 

 

-

 

 

 

 

 

-

 

 

(113,895)

 

 

(113,895)

Balance, September 30, 2019

7,400,000

 

$

791

 

$

417,200

 

$

88,521

 

$

(50)

 

$

(1,275,565)

 

$

(769,103)

 

 

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


6



TALGUU INC

(formerly Live, Inc.)

STATEMENT OF STOCKHOLDERS DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

(Unaudited)

 

 

Common Stock

 

Additional

 

Common Stock

 

Treasury

 

Accumulated

 

 

 

Shares

 

Amount

 

Paid in Capital

 

to be Issued

 

Stock

 

Deficit

 

Total

Balance, December 31, 2019

7,400,000

 

$

791

 

$

417,200

 

$

97,336

 

$

(50)

 

$

(1,364,662)

 

$

(849,385)

Common stock issued for services – related party

115,500

 

 

12

 

 

12,693

 

 

5,954

 

 

-

 

 

-

 

 

18,659

Common stock issued for services

-

 

 

-

 

 

-

 

 

1,017

 

 

-

 

 

-

 

 

1,017

Net Loss

-

 

 

-

 

 

-

 

 

 

 

 

-

 

 

(105,974)

 

 

(105,974)

Balance, March 31, 2020

7,515,500

 

$

803

 

$

429,893

 

$

104,307

 

$

(50)

 

$

(1,470,636)

 

$

(935,683)

Common stock issued for services – related party

-

 

 

-

 

 

-

 

 

6,875

 

 

-

 

 

-

 

 

6,875

Common stock issued for services

-

 

 

-

 

 

-

 

 

1,018

 

 

-

 

 

-

 

 

1,018

Net Loss

-

 

 

-

 

 

-

 

 

 

 

 

-

 

 

(112,416)

 

 

(112,416)

Balance, June 30, 2020

7,515,500

 

$

803

 

$

429,893

 

$

112,200

 

$

(50)

 

$

(1,583,052)

 

$

(1,040,206)

Common stock issued for services – related party

-

 

 

-

 

 

-

 

 

6,875

 

 

-

 

 

-

 

 

6,875

Common stock issued for services

-

 

 

-

 

 

-

 

 

1,018

 

 

-

 

 

-

 

 

1,018

Net Loss

-

 

 

-

 

 

-

 

 

 

 

 

-

 

 

(107,750)

 

 

(107,750)

Balance, September 30, 2020

7,515,500

 

$

803

 

$

429,893

 

$

120,093

 

$

(50)

 

$

(1,690,802)

 

$

(1,140,063)

 

 

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


7



TALGUU INC

(formerly Live, Inc.)

STATEMENTS OF CASH FLOWS

(Unaudited) 

 

 

 

For the Nine Months Ended

September 30,

 

 

2020

 

2019

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net loss

 

$

(326,140)

 

 

$

(259,016)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

      Stock based compensation – related party

 

 

32,409

 

 

 

20,625

 

       Stock based compensation

 

 

3,053

 

 

 

3,052

 

 Changes in assets and liabilities:

 

 

 

 

 

 

 

 

       Prepaid

 

 

(1,694)

 

 

 

(664)

 

       Accounts payable

 

 

35,802

 

 

 

42,580

 

      Accrued interest – related party

 

 

61,139

 

 

 

17,057

 

      Accrued compensation– related party

 

 

116,667

 

 

 

132,532

 

Net cash used in operating activities

 

 

(78,764)

 

 

 

(43,834)

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

       Software development

 

 

(36,000)

 

 

 

(30,000)

 

Net cash used in investing activities

 

 

(36,000)

 

 

 

(30,000)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

        Proceeds from a related party

 

 

-

 

 

 

220,500

 

Net cash provided by financing activities

 

 

-

 

 

 

220,500

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash

 

 

(114,764)

 

 

 

146,666

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

370,255

 

 

 

256,407

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$

255,491

 

 

$

403,073

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures:

 

 

 

 

 

 

 

 

     Interest paid

 

$

—  

 

 

$

—  

 

     Income taxes paid

 

$

—  

 

 

$

—  

 

 

 

 

 

 

 

 

 

 

 

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


8



TALGUU INC

(formerly Live, Inc.)

Notes to Financial Statements

September 30, 2020

(Unaudited)

 

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

 

Nature of Business

Talguu Inc (formerly Live, Inc.) (the “Company”) was organized on September 6, 2016, under the laws of the State of California as Taluhu Inc. On September 29, 2016, the Company changed its name from Taluhu Inc. to Live Inc. On September 14, 2020, the Company changed its name to Talguu Inc and redomiciled in Arizona. We are cloud based broadcasting network and operate three online platforms which are; www.Talguu.com, an entertainment platform, www.Trabahanap.com, a job search platform in the Philippines, www.JobDor.com, a job search platform in the US, and www.MangerSpecial.com, a discount marketplace.  Our offices are located 7702 E. Doubletree Ranch Road, Unit 300, Scottsdale, Arizona 85258.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2020. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 2019. 

 

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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.  Significant estimates include the estimated useful lives of property and equipment.  Actual results could differ from those estimates.

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended September 30, 2020 and 2019.

 

Recently issued accounting pronouncements

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

 

NOTE 3 – SOFTWARE DEVELOPMENT

 

Per ASC 985-20 expenses in the development of the software are expensed until technological feasibility has been reached and costs are determined to be recoverable. At this point additional expenses are capitalized. Capitalization ends, and amortization begins when the product is available for general release to customers. As of September 30, 2020 and December 31, 2019, the Company has $78,000 and $42,000, respectively, of capitalized software development costs.

 

NOTE 4 - GOING CONCERN

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $1,690,802 as of September 30, 2020, had a net loss of $326,140 and net cash used in operating activities of


9



$78,764 and a stockholders’ deficit of $1,140,063 for the nine months ended September 30, 2020. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

The Company has developed and is managing three cloud based platforms as part of our overall business plan. In order for us to fully implement our business plan, we will use our available cash of approximately $286,000 as of September 30, 2020 and we will need approximately $1,352,000 in public or private financing from the sale of our common stock for a total of $1,649,000 in required funds. These funds will enable us to fully develop and market our 3 platforms for the next 12 months.

 

Impact of COVID-19 on Our Business.

 

In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 has affected segments of the global economy and may affect our operations, including the potential interruption of our supply chain. We are monitoring this situation closely, and although operations have not been materially affected by the COVID-19 outbreak to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain.

 

The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of COVID-19 and the actions to contain the coronavirus or treat its impact, among others. In particular, the continued spread of the coronavirus globally could adversely impact our operations, including among others, our manufacturing and supply chain, sales and marketing and could have an adverse impact on our business and our financial results. The COVID-19 outbreak is a widespread health crisis that has adversely affected the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and likely impact our operating results.

 

NOTE 5 - RELATED PARTY

 

On July 31, 2017, the Company executed a promissory note with Keith Wong, CEO for $200,000. The note originally accrued interest at a rate of 10% per annum and is due on demand. The note was amended, effective November 1, 2019, in order to change the interest rate to compounded interest at 4% per quarter. As of September 30, 2020, there is $84,810 of accrued interest on this note.

 

On June 21, 2019, the Company executed a promissory note with Keith Wong, CEO, for $160,000. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of September 30, 2020, there is $35,520 of accrued interest on this note.

 

On August 16, 2019, the Company executed a promissory note with Keith Wong, CEO, for $60,000. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of September 30, 2020, there is $11,595 of accrued interest on this note.

 

In addition to the above loans, Mr. Wong advanced the Company $500 to open a bank account in the Company’s name in the Philippines. The loan is unsecured, accrues interest at 4% per quarter, compounded quarterly, and is due on demand. As of September 30, 2020, there is $108 of accrued interest on this note.

 

The Company and Mr. Keith Wong entered into a Consulting Agreement dated September 1, 2016, as amended on January 23, 2018 and March 2, 2018. The original agreement was amended by the parties on March 2, 2018 and Mr. Wong’s annual compensation was revised to $150,000. Payment of the cash compensation will accrue and be payable upon the earlier of; a Nasdaq listing or an aggregate of at least 51% ownership of the Company is beneficially controlled by parties other than the current management (as of March 2, 2018). In addition, he is entitled to receive 1,000,000 shares of common stock which will vest over four years (or monthly at the rate of 20,833 shares per month). The term of the agreement is four years and either party may terminate the agreement by delivering notice to the other party. Mr. Wong’s consulting agreement was renewed effective September 1, 2020. Annual compensation was increased to $200,000. In addition, he is entitled to


10



receive 1,000,000 shares of common stock which will vest over four years (or monthly at the rate of 20,833 shares per month). The term of the agreement is four years and either party may terminate the agreement by delivering notice to the other. As of September 30, 2020 and December 31, 2019, there is $810,528 and $693,862, respectively, of accrued compensation due to Mr. Wong.

 

During the nine months ended September 30, 2020, the Company granted 187,500 shares of common stock to its CEO for services rendered, for total non-cash expense of $20,625. Since the Company’s common stock is not currently trading shares were issued at the price of shares sold to third parties of $0.11. As of September 30, 2020, the shares have not yet been issued, and have been recorded as common stock to be issued as shown in stockholders’ deficit.

 

On December 5, 2019, Wonder International Education & Investment Group Corporation, an Arizona corporation  (“Wonder”), entered into a consulting agreement with the Company pursuant to which Wonder received 115,500 shares of common stock of the Company in exchange for certain consulting services to be performed by Wonder. As part of that agreement, the Company agreed, at its own expense, to file a Form S-1 registration statement with the Securities and Exchange Commission (“Commission”). Upon effectiveness of the registration statement, the 115,500 shares of common stock presently held by Wonder will be distributed to its shareholders on a ratable basis. Mr. Wong is the majority shareholder of Wonder and will receive 77,000 shares out of the total of 115,500 shares (or 66.67% of the shares) issued under the stated agreement. The stated shares were issued to Wonder on February 4, 2020. On February 11, 2020, the Company filed the referenced Form S-1 registration statement with the Commission, which was declared effective on April 23, 2020.

 

Pursuant to the terms of the Wonder consulting agreement dated December 5, 2019, the Company granted 115,500 shares of common stock for services. The shares were valued at $0.11 per share for total non-cash expense of $12,705. The expense is being recognized over the term of the one-year contract.

 

NOTE 6 – COMMON STOCK

 

Pursuant to the terms of a consulting agreement dated November 1, 2018, the Company granted 74,000 shares of common stock for services. The shares vest equally over twenty-four months. During the nine months ended September 30, 2020, 27,747 shares have vested for total non-cash compensation expense of $3,053. As of September 30, 2020, the shares have not yet been issued by the transfer agent and have therefore been credited to common stock to be issued.

 

Refer to Note 5 for related party equity transactions.

 

NOTE 7 - SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.


11



ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD LOOKING STATEMENT NOTICE

 

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

 

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

 

Summary of Business

 

Live Inc. (the “Company,” “our” or “we”) was formed on September 6, 2016 under the laws of the State of California under the name of Taluhu Inc. We changed our name to Live Inc. on October 3, 2016. On September 14, 2020, the Company changed its name to Talguu Inc and redomiciled in Arizona.

 

For our entertainment broadcasting platform, www.Talguu.com, each channel will deliver content circumscribed by a specific theme, such as personal health care, do-it-yourself topics, business formation and management, among others. The content will be provided by one or more providers who will produce and deliver the content on one of our channels. The content will be subscribed by individual viewers for a fee or on a gratuity basis. We will receive an agreed percentage of the fees. Apart from our broadcasting (or livecast) platform, we also have developed a job search platform, which matches skilled and unskilled workers and employers. Because of the Covid 19 pandemic, we do not expect its initial launch until Nov of 2021.

 

For our first job search platform, www.trabahanap.com, we help to bring the employers and job hunters together to hire employees and to find jobs. It was commercially launched in the Philippines during June 2019. This platform is developed and operated by the Company, and marketed by our Philippine partner, ABS-CBN, a large national TV network in the Philippines. As of September 30, 2020, we had over 490,000 users on our trabahanap platform.

 

Our second job search platform, www.JobDor.com, will be launched on January 1, 2021 for the US market and is similar to Trabahanap in that it is mainly targeting blue collar service workers.

 

Our third platform is called ManagerSpecial, www.ManagerSpecial.com, which provides a discount market place for the sellers and buyers to find one another. Primarily, ManagerSpecial helps the sellers to sell and buyers to buy, products and services that have a limited useful life, such as bakery goods, produce, hotel rooms, and anything thing that is perishable. The sellers usually offer deep discounts to the buyers to move their excess inventories. Instead of letting their inventories become worthless after a certain time, we help the sellers turn a total loss to a partial gain; we help the buyers purchase good products at a deep discount. Furthermore, the ManagerSpecial also will help sellers promote products during their off-peak hours, in order to better utilize their idle staff and excess operational capacity. It was soft launched in Rhode Island in Oct 2020.

 


12



Our offices are located at 7702 E Doubletree Ranch Road, Unit 300, Scottsdale, Arizona. Our telephone number is 480.289-9018. Our websites are www.JobDor.com, www.Talguu.com, www.ManagerSpecial.com, and www.trabahanap.com, which is devoted exclusively to job searches in the Philippines.

 

Achievements to Date.

As of the date of this filing, we have taken the following steps to implement our business plan:

 

Established a network of experienced database, java scripts, cloud architect and testing programmers;

 

Entered into a marketing agreement with a national TV broadcaster in the Philippines, ABS-CBN, to launch our job search platform, www.Trabahanap.com, in that country;

 

Developed and launched our beta website, www.Talguu.com, in beta form for internal testing;

 

Developed and launched our beta website, www.ManagerSpecial.com in Rhode Island;

 

Developed various online tools associated with our cloud based broadcasting platforms; and

 

Raised a total of $204,000 in private placements.

 

Launched our job search platform in the Philippines, www.trabahanap.com, and as of September 30, 2020, we had over 490,000 users on this site.

 

On October 31, 2019, the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission (“Commission”) was declared effective by the Commission. The Registration Statement relates to the public offering by the Company of up to 739,645 shares of common stock at an offering price of $3.38 per share. As of Sept 30, 2020, we have not raised any amount.

 

On December 5, 2019, Wonder International Education & Investment Group Corporation, an Arizona corporation (“Wonder”), entered into a consulting agreement with the Company pursuant to which Wonder received 115,500 shares of common stock of the Company in exchange for certain consulting services to be performed by Wonder. As part of that agreement, the Company agreed, at its own expense, to file a Form S-1 registration statement with the Commission. The agreement extends until December 4, 2020. Under the Agreement, Wonder is obligated to use its best efforts to find business partners in South East Asia for the Company. In fulfillment of its obligations under the agreement, Wonder currently is in discussions with a potential business partner in South East Asia relating to the Company’s job search platform. Upon effectiveness of the registration statement, the 115,500 shares of common stock presently held by Wonder will be distributed to its shareholders on a ratable basis. Mr. Wong is the majority shareholder of Wonder and will receive 77,000 shares out of the total of 115,500 shares (or 66.67% of the shares) issued under the stated agreement. The stated shares were issued to Wonder on February 4, 2020. On February 11, 2020, the Company filed the referenced Form S-1 registration statement with the Commission, which was declared effective on April 23, 2020.


13



Our Current Operations.

As of September 30, 2020, we have $255,491 in available cash which is allocated towards our operations. Without funds from a debt or equity financing, we will be able to continue our existing operations on a limited basis through June 2021. During this period with our existing funds, we will be able to;

 

-Continue to meet our reporting obligations under the federal securities laws,  

-Continue to develop our entertainment software for Talguu.com, 

-Continue to releases new versions of our Trabahanap.com and ManagerSpecial.com, 

-Continue to operate our job search website in the Philippines, which was launched in June 2019. 

-Continue to increase our exposure of our Trahabanap.com, which has over 490,000 users as of this report, 

-Launch ManagerSpecial in January 2021 in those states that have recovered the most from the pandemic,  

-Launch our job search site in January 2021 in the US and launch our Talguu entertainment in early 2021. 

 

As of September 30, 2020, the Company has outstanding promissory notes in favor of Mr. Keith Wong, the principal amount totaling $420,500 and accrued interest totaling $132,033. Mr. Wong, the Company’s primary executive officer and controlling stockholder, has informed the Company in writing that he does not intend to demand payment, in whole or in part, of the outstanding promissory notes until the earlier of (i) December 31, 2020 or (ii) at such time as the Company receives a minimum of $2,000,000 in proceeds from a public or private offering.

 

In addition, as of September 30, 2020, the Company has accrued $810,528 in compensation to Mr. Wong, which amount will not be due until upon the earlier of; a Nasdaq listing or an aggregate of at least 51% ownership of the Company is beneficially controlled by parties other than the current management (as of March 2, 2018). 

 

Full Implementation of Business Plan.

In order for us to fully implement our business plan, we will use our available cash of approximately $255,491 as of September 30, 2020 and we will need approximately $1,389,000 in additional funding. The breakdown of the total of these costs is as follows;

 

Amount ($)

Expenditure

50,000

Costs for being a public entity

100,000

Software programming across 3 platforms

39,000

Cloud Hosting across 3 platforms

200,000

Marketing for Manager Special Platform

400,000

Marketing for Live Cast Platform

600,000

General, administrative and miscellaneous costs,

 

including rent and officer compensation

$1,389,000

Total

 

If we are unable to receive this additional funding, the Company will be required to scale back or delay its software development, enhancements, and market expansions. One clear item we can postpone is the entertainment and live cast. It will avoid an expense of $400,000.

 

Impact of COVID-19 on Our Business.

The Company continues to execute its business plan and seeks to achieve the results set forth in Our Current Operations above. At the present time, the Company can not predict the full impact of the COVID-19 virus on its business. Our projections on spending, product development and milestone achievements are likely to be further revised as new information is obtained.


14



RESULTS OF OPERATIONS

 

Results of Operations (Unaudited) for the Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019.

 

The following table sets forth key components of the results of operations for the three month periods ended September 30, 2020 and 2019, respectively. The discussion following the table addresses these results.

 

  

 

For the Three Months Ended

September 30,

 

 

2020

 

2019

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

    Officer compensation – related party

 

 $

48,542

 

 

 $

74,408

 

    General & administrative expenses

 

 

38,047

 

 

 

34,058

 

         Total operating expenses

 

 

86,589

 

 

 

108,466

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(86,589)

 

 

 

(108,466)

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(21,251)

 

 

 

(6,963)

 

Interest income

 

 

90

 

 

 

1,534

 

 Total other expense

 

 

(21,161)

 

 

 

(5,429)

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(107,750)

 

 

$

(113,895)

 

 

Revenues. For the three months ended September 30, 2020 and September 30, 2019, respectively, we had no revenues from operations.

 

Operating Expenses. For the three months ended September 30, 2020, we had total operating expenses of $86,589, as compared to total operating expenses of $108,466 for the three months ended September 30, 2019, a decrease of approximately 20.2% from the prior year’s three-month period for the reasons discussed below. Operating expenses consists of officer compensation and general and administrative expenses, which includes consulting and professional fees.

 

Officer compensation for the three months ended September 30, 2020 and September 30, 2019, was $48,542 and $74,408, respectively. Officer compensation relates to monthly compensation expense for Mr. Wong under his consulting agreement. The decrease of 34.8% in officer compensation due to our Chief Executive Officer, Mr. Keith Wong, was a result of an additional accrual in the prior period for Mr. Wong’s amended agreement .

 

General and administrative expenses for the three months ended September 30, 2020 and September 30, 2019 were $38,047 and $34,058, respectively. The 11.7% increase in general and administrative expenses for the current three-month period is due primarily to an increase in professional fees, as well as an increase for consulting and transfer agent fees.

 

Total Other Expense. For the three months ended September 30, 2020, we incurred interest expense of $21,251, as compared to $6,963 for the three months ended September 30, 2019 due to an increase in related party loans. Interest expense results from loans from our Chief Executive Officer. We had interest income of $90 for the current three-month period compared with $1,534 for the same period last year. Interest income is derived from funds held in an interest-bearing account, the amount of which was reduced for the current three-month period.

 

Net Loss. We had a net loss of $107,750 for the three months ended September 30, 2020 compared with a net loss of $113,895 for the three months ended September 30, 2019, a slight decrease of 5.48%. The decrease in our net loss is due to the reasons discussed above.


15



Results of Operations (Unaudited) for the Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019.

 

The following table sets forth key components of the results of operations for the nine-month periods ended September 30, 2020 and 2019, respectively. The discussion following the table addresses these results.

 

  

 

For the Nine Months Ended

September 30,

 

 

2020

 

2019

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

    Officer compensation – related party

 

 $

137,292

 

 

 $

153,158

 

    General & administrative expenses

 

 

128,573

 

 

 

91,687

 

         Total operating expenses

 

 

265,865

 

 

 

244,845

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(265,865)

 

 

 

(244,845)

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(61,139)

 

 

 

(17,057)

 

Interest income

 

 

864

 

 

 

2,886

 

 Total other expense

 

 

(60,275)

 

 

 

(14,171)

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(326,140)

 

 

$

(259,016)

 

 

Revenues. For the nine months ended September 30, 2020 and September 30, 2019, respectively, we had no revenues from operations.

 

Operating Expenses. For the three months ended September 30, 2020, we had total operating expenses of $265,865, as compared to total operating expenses of $244,845 for the nine months ended September 30, 2019, an increase of approximately 8.6% from the prior year’s nine month period for the reasons discussed below. Operating expenses consists of officer compensation and general and administrative expenses, which includes consulting and professional fees.

 

Officer compensation for the nine months ended September 30, 2020 and September 30, 2019, was $137,292 and $153,158, respectively. Officer compensation relates to monthly compensation expense for Mr. Wong under his consulting agreement. The decrease of 10.4% in officer compensation due to our Chief Executive Officer, Mr. Keith Wong, was a result of an additional accrual in the prior period for Mr. Wong’s amended agreement.

 

General and administrative expenses for the nine months ended September 30, 2020 and September 30, 2019 were $128,573 and $91,687, respectively. The 40.2% increase in general and administrative expenses for the current nine-month period is due primarily to an increase in professional fees, as well as an increase for consulting, computer and internet expense and transfer agent fees.

 

Total Other Expense. For the nine months ended September 30, 2020, we incurred interest expense of $61,139, as compared to $17,057 for the nine months ended September 30, 2019 due to an increase in related party loans. Interest expense results from loans from our Chief Executive Officer. We had interest income of $864 for the current nine-month period compared with $2,886 for the same period last year. Interest income is derived from funds held in an interest-bearing account.

 

Net Loss. We had a net loss of $326,140 for the nine months ended September 30, 2020 compared with a net loss of $259,016 for the nine months ended September 30, 2019, an increase of 25.9%. The increase in our net loss is due to the reasons discussed above.


16



Summary of Cash Flows

 

 

 

For the nine Months Ended September 30,

2020

 

2019

Net cash used in operating activities

 

$

(78,764)

 

$

(43,834)

 

 

 

 

 

 

 

Net cash used in investing activities

 

$

(36,000)

 

$

(30,000)

 

 

 

 

 

 

 

Net cash provided by financing activities

 

$

-

 

$

220,500

 

Net cash used in operating activities. We used cash in our operating activities for the nine months ended September 30, 2020 primarily to fund our net loss, offset by accrued compensation to our sole executive officer, accounts payable, accrued interest and stock-based compensation to our sole executive officer. For the nine months ended September 30, 2019, we used cash in our operating activities primarily to fund our net loss, offset by accrued compensation to our sole executive officer and a former officer, accounts payable, accrued interest and stock-based compensation to our sole executive officer.

 

Net cash used in investing activities. We used cash in our investing activities for the three months ended September 30, 2020 and September 30, 2019, respectively for software development of our various platforms.

 

Net cash provided by financing activities. We had no cash from financing activities for the nine months ended September 30, 2020 and for the nine months ended September 30, 2019, we had $220,500 in cash from loans from related parties.

 

Liquidity and Capital Resources

  

From inception through September 30, 2020, we have received a total of $204,000 in funds from the private placement of our common stock. In addition, Mr. Wong, has loaned the Company the sum of $420,500 which amount is due on demand. As of September 30, 2020, our cash balance is $255,491. Mr. Wong has informed the Company in writing that he does not intend to demand payment, in whole or in part, of the outstanding promissory note until the earlier of (i) December 31, 2020 or (ii) at such time as the Company receives a minimum of $2,000,000 in proceeds from a public or private offering.  As of September 30, 2020, our working capital deficit is $1,140,063 compared with our working capital deficit of $891,385 as of December 31, 2019. The reduction in working capital since last year end is attributable mainly to the operating loss occurred during the nine month period ended September 30, 2020.

 

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

 

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

 

Recently issued accounting pronouncements

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


17



Off-balance sheet arrangements

 

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

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4.

CONTROLS AND PROCEDURES

 

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

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms. Management also confirmed that there was no change in our internal control over financial reporting during the nine months period ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II.

OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

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

 

ITEM 1A.

RISK FACTORS

 

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

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

 

ITEM 3.

 

 

DEFAULTS UPON SENIOR SECURITIES

 None

 

ITEM 4.

MINE SAFETY DISCLOSURES

 Not applicable to our Company.

 

ITEM 5.

OTHER INFORMATION

 None


18



ITEM 6.

EXHIBITS

 The following exhibits are included as part of this report by reference:

 

 

 

 

 31.1 

 

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

 

 

 

 32.1 

 

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


19



SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: November 16, 2020

 

Live Inc.

 

 

/s/ Keith Wong

Keith Wong

Chief Executive Officer and

Chief Financial officer

(Principal Executive, Financial

and Accounting Officer)

 


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