NOTES
TO CONDENSEDFINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1 – DESCRIPTION OF THE COMPANY
Tiburon
International Trading, Corp. (“Tiburon” or the “Company” as the context may require) was established under the
laws of the State of Nevada on February 17, 2017. Tiburon was established as a development stage company focusing its business on the
distribution of air infiltration valves manufactured in China to markets in Europe and in the Commonwealth of Independent States (CIS).
On October 5, 2020, Kryptos Art Technologies, Inc, (“Kryptos”), an Ontario corporation purchased 2,500,000 shares of Tiburon
from Yun Cai, who was the Chief Executive Officer, President, Chief Financial Officer and Sole Director of Tiburon. As a result of this
sale, Kryptos became the majority shareholder of Tiburon. The shares owned by Kryptos represent approximately 71.87% of Tiburon’s
outstanding common stock. The purchase price was $232,467. The funds were funds of Kryptos. Kryptos was previously controlled by Brian
McWilliams and is now controlled by Victoria Glynn.
Mr.
McWilliams was appointed the Company’s Chief Executive Officer on October 5, 2020. On October 8, 2020, Kryptos, as the holder of
approximately 71% of the voting stock of the Company executed a shareholder consent to effect a name change of the Tiburon to Fact, Inc.
The Company has wound down the operations of the historic Tiburon business, which was largely curtailed by prior management because of
COVID-19 and lack of capital necessary for expansion of the website and product offerings. Kryptos had been working on a technology designed
to detect and eliminate fraud in the art world. Kryptos has assigned all of its technological know-how in this area to the Company which
we will pursue as our primary business operations. In connection therewith, the Company has entered into and is negotiating a series
of development and consulting agreements with software and hardware developers to complete the development of our products. The Company
expects to enter into a license agreement to utilize fraud detection technology in the art area. The Company expects to enter into such
license agreement with an award winning forensic ballistic technology company that revolutionized the Criminal Justice system’s
approach to ballistics.
On
October 8, 2020, Kryptos, as the holder of approximately 71% of the voting stock of Tiburon, executed a shareholder consent to effect
a name change of Tiburon to Fact, Inc. FACT is a leading innovator of bringing forensic technology to the art world. FACT stands for
Forensic Asset Certification Technology. Using white light interferometry, FACT takes a non-destructive 3D digital fingerprint of the
art using over 100,000 unique images. These scans, measured at two (2) microns, equal to 1/50th of a human hair, are unable
to be reproduced or forged. Scans are compared to one another by a computer algorithm to verify the paintings authenticity.
All
data is stored securely on the block-chain for real time collection management. We are currently developing a front-end user interface
as well as modifying existing ballistics firmware for a comprehensive verification, tracking and reporting system. A workable prototype
(the “Prototype”) is expected to be ready during the Company’s second quarter ending July 31, 2022.
We
plan to market to various channels in different capacities including, but not limited to, subscription models, leasing models, and individual
point of sale models. The fees for our different models will range from a flat fee to a percentage of sales fee. We are hopeful the Company
will commence its marketing efforts in Company’s second quarter ending April 30, 2022, with the hope that the product may launch
in the Company’s second quarter ending July 31, 2022.
NOTE
2 – GOING CONCERN
The
Company’s financial statements as of April 30, 2021 have been prepared using generally accepted accounting principles in the United
States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal
course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow
it to continue as a going concern. These factors among others raise substantial doubt about the ability of the Company to continue as
a going concern for a reasonable period of time.
In
order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan
is to obtain such resources for the Company by obtaining capital from management, significant shareholders and other sources sufficient
to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related
to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.
NOTE
3 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-
BASIS
OF PRESENTATION
The
Company’s interim financial statements included herein, presented in accordance with United States generally accepted accounting
principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the information presented not misleading.
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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 may differ from those estimates. The accompanying unaudited 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 period shown and are not necessarily indicative of the results to be expected for the full year ending January 31, 2022. These
unaudited financial statements should be read in conjunction with the audited financial statements and related notes for the year ended
January 31, 2022. It is suggested that these interim financial statements be read in conjunction with the financial statements of the
Company for the year ended January 31, 2021 and notes thereto included in the Company’s Form 10-K filed with the SEC on September
24, 2021.
PROPERTY
AND EQUIPMENT DEPRECIATION POLICY
Property
and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset. Depreciation expense
for the three month periods ended April 30, 2021 and April 30, 2020 was $0 and $200 respectively.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
This
summary of significant accounting policies of FACT is presented to assist in understanding the Company’s financial statements.
The financial statements and notes are representations of the Company’s management who is responsible for the integrity and objectivity
of the financial statements. These accounting policies conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
RECENT
ACCOUNTING PRONOUNCEMENTS
The
Company has no material items to report at this time.
REVENUE
RECOGNITION
We
adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, and all
related interpretations for recognition of our revenue. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting
standard did not have any material impact on our reported revenue.
BASIC
AND DILUTED INCOME (LOSS) PER SHARE
The
Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed
by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the
period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive
loss per share excludes all potential common shares if their effect is anti-dilutive. As of April 30, 2021, there were no potentially
dilutive debt or equity instruments issued or outstanding.
CASH
AND CASH EQUIVALENTS
For
purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three
months or less to be cash equivalents. The Company’s bank accounts are deposited in insured institutions. The funds are insured
up to $250,000. At April 30, 2021, the Company’s bank deposits did not exceed the insured amounts.
STOCK-BASED
COMPENSATION
As
of April 30, 2021, the Company has not issued any stock-based payments to its employees.
Stock-based
compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock
option plan and has not granted any stock options.
USE
OF ESTIMATES
Preparing
financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and
outcomes may differ from management’s estimates and assumptions.
INCOME
TAXES
The
Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are
recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective
income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
COVID-19
The
novel coronavirus (“COVID-19”) was first identified in late 2019. COVID-19 spread rapidly throughout the world and, in March
2020, the World Health Organization (“WHO”) characterized COVID-19 as a pandemic. COVID-19 is a pandemic of respiratory disease
spreading from person-to-person that poses a serious public health risk. It has significantly disrupted supply chains and businesses
around the world. The extent and duration of the COVID-19 impact on our operations and financial position is highly uncertain.
Management
continues to closely monitor and evaluate the impact of the COVID-19 pandemic on the Company’s operations and will take, the necessary
actions to right-size the business in this environment, which is evolving daily. Some potential actions include, but are not limited
to, modified work schedules as well as appropriate adjustments to the operating expenditures and capital spending plans.
The
Company is not able to predict the ultimate impact that COVID -19 will have on its new business; however, if the current economic conditions
continue, the Company will be forced to significantly scale back its business operations and its growth plans, and could ultimately have
a significant negative impact on the Company.
NOTE
4 – CAPITAL STOCK
The
Company has 150,000,000 shares of common stock authorized with a par value of $0.001 per share.
As
of April 30, 2021, the Company had 55,216,680 shares issued and outstanding.
NOTE
5 – RELATED PARTY TRANSACTIONS
In
support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company
can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal
written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction
of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
Rutherglen
Inc is owned and managed by Brian McWilliams, a former officer, director and investor in FACT, Inc.
The
Company paid Alex Tierney of Lazarus Capital $7,333 per month from September to January 2021 to assist with the project management and
business development.
Since
February 17, 2017 (Inception) through January 31, 2020, the Company’s sole officer and director loaned the Company $38,133 to pay
for incorporation costs and operating expenses, $17,670 of this loan were cash deposits to the Company’s bank account.
During
the year ended January 31, 2021, the related party forgave the amount due of $38,133.
As
of January 31, 2021, the amount due to related party was $0.
NOTE
6– LITIGATION
The
Company is not a party to any other pending material legal proceeding. To the knowledge of management, no federal, state or local governmental
agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer
or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s Common Stock is a party
adverse to the Company or has a material interest adverse to the Company in any proceeding.
NOTE
7 –Change of Control
On
October 5, 2020, Kryptos Art Technologies, Inc, (“Kryptos”), an Ontario corporation purchased 2,500,000 shares of Tiburon
International Trading Corp. (the “Company”) from Yun Cai, who was the Company’s Chief Executive Officer, President,
Chief Financial Officer and Director of the Company. As a result of this sale, Kryptos became the majority shareholder of the Company.
The shares owned by Kryptos represent approximately 71.87% of the Company’s outstanding common stock. The purchase price was $232,467.
The funds were funds of Kryptos. Kryptos is controlled by Victoria Glynn.
On
October 5, 2020, Yun Cai resigned as the Company’s CEO, President, CFO, Sole Director and Secretary. Mr. Brian McWilliams was appointed
the Chief Executive Officer, President, Secretary and Sole Director of the Company.
Mr.
McWilliams has stepped down as CEO, and Patricia Trompeter has stepped in as CEO on an interim basis.
NOTE
8 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events from April 30, 2021 through the date these financial statements were issued and determined the
following events require disclosure:
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The
Company will issue 20,000 shares to each of its 4 directors on December 31, 2021 for a total of 80,000 shares.
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