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PART I. FINANCIAL INFORMATION

ONELIFE TECHNOLOGIES CORP.

(Formerly Oculus Inc.)

Financial Statements

For the Three and Six Months Ended June 30, 2018

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ONELIFE TECHNOLOGIES CORP.

Condensed Consolidated Balance Sheets

(Unaudited)

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

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ONELIFE TECHNOLOGIES CORP.

Condensed Consolidated Statements of Operations

(Unaudited)

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

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ONELIFE TECHNOLOGIES CORP.

Condensed Consolidated Statements of Cashflow

(Unaudited)

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

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ONELIFE TECHNOLOGIES CORP.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1.Nature of Operations and Continuance of Business 

OneLife Technologies Corp. (formerly Oculus Inc., the “Company”) was incorporated in the State of Nevada on January 9, 2014. Until April 30, 2017, the Company was in the business of selling and providing services for GPS tracking devices which were to be marketed in the United States, Canada and Europe. On May 8, 2017, the Company entered into a share exchange agreement (the “Agreement”) with One Media Enterprises Limited (“OME”), a company incorporated in England and Wales, to acquire its business operations. OME is a medical mobile software/data collection company that sells health and smart watches operated through its wholly-owned subsidiary, One Media Partners Inc. (“OMP”), a company incorporated in the State of Delaware. The share exchange was completed on December 4, 2017. On October 22, 2015, the Company entered into an investment agreement with Shenzhen Yinuo Technologies Ltd. (“Yinuo”), a China company, where the Company acquired a 50% ownership of all intellectual property developed by Yinuo in exchange for $500,000 which was settled through the issuance of a promissory note.

The acquisition of OME and its subsidiary are considered common control transactions because Mr. Robert Wagner, Chief Executive Officer of the Company, controlled both the Company and OME at the date of the acquisition. The transaction was accounted for as if the transfer had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of the acquired entities prior to the effective dates of such acquisitions. The financial information for OME and its subsidiary has been included in the Company’s consolidated financial statements beginning on April 30, 2017 as OME only had nominal activities from April 21, 2017, when Mr. Wagner acquired control of the Company, to April 30, 2017.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of June 30, 2018, the Company has not recognized significant revenue, has a working capital deficit of $2,590,195, and has an accumulated deficit of $2,391,636. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.Summary of Significant Accounting Policies 

a)Basis of Presentation  

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and are expressed in U.S. dollars.

b)Principles of Consolidation 

These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, OME and OMP, from April 30, 2017. All inter-company transactions and balances have been eliminated on consolidation.

On March 16, 2018, the Board of Directors approved changing the Company’s fiscal year from a fiscal year ending on April 30 to a fiscal year ending on December 31, beginning with the period ended December 31, 2017.

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ONELIFE TECHNOLOGIES CORP.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

2.Summary of Significant Accounting Policies (continued) 

c)Interim Financial Statements 

The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2017 included in our Form 10-KT filed with the SEC.

d)Use of Estimates 

The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value and estimated useful life of intangible assets, variables used in the calculation of derivative liability, fair value of stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

e)Embedded Conversion Feature 

The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in income (loss). If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options, for consideration of any beneficial conversion feature. For embed conversion feature that is accounted for as derivative liabilities, the liability is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income (loss).

f)Earnings (Loss) Per Share (“EPS”) 

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2018 and December 31, 2017, the Company had warrants to purchase 200,000 common shares that are excluded from the calculation of net loss per share because their inclusion would have been anti-dilutive.

g)Foreign Currency Translation 

The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in British Pounds. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

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ONELIFE TECHNOLOGIES CORP.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

2.Summary of Significant Accounting Policies (continued) 

h)Reclassification 

Certain prior year balances have been reclassified to conform with current period presentation.

i)Subsequent Events 

The Company evaluated subsequent events through the date when financial statements were issued for disclosure consideration.

j)Recent Accounting Pronouncements 

The Company has implemented all new accounting pronouncements that are required to be 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.

3.Intangible Assets 

Intangible assets consisted of the following as of June 30, 2018 and December 31, 2017:

4.Related Party Transactions 

As of June 30, 2018 and December 31, 2017, the Company owed an aggregate of $27,928 and $40,793, respectively, to the CEO and director of the Company for advances to fund the Company’s operations.

5.Loans Payable 

The loans payable include $1,000,000 payable to Angelfish Investments Plc (“Angelfish”), a non-related party. The amounts owing are secured by the assets of the Company. On December 3, 2017, the Company entered into a termination agreement with Angelfish that resulted in the settlement of $466,044 of notes payable and $241,946 of accrued interest and management fees in exchange for $1,000,000 of new loan payable, and the issuance of 200,000 common shares of the Company with a fair value of $438,000 and warrants to purchase an additional 200,000 common shares of the Company with a fair value of $411,165. The loan payable bears no interest. If any amounts due are not paid pursuant to the agreement, all outstanding balance bears interest thereafter at an annual rate of 12%. $866,667 of the loan is due within twelve months (June 30, 2019) and the remaining is due after twelve months. As part of the loan settlement, the Company recorded a loss on extinguishment of debt of $1,141,175 during the year ended December 31, 2017.

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ONELIFE TECHNOLOGIES CORP.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

6.Notes Payable 

On March 15, 2015, the Company entered into a note agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $25,000. On March 30, 2017, the loan was amended to increase the principal amount up to $90,000 and extend the payable date to December 31, 2017. As of June 30, 2018 and December 31, 2017, the outstanding balance of the note was $56,157. This note is currently in default.

On March 15, 2017, the Company entered into a note agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $75,000. The loan is unsecured, bears interest at 8.5% per annum and payable on December 31, 2017. As of June 30, 2018 and December 31, 2017, the outstanding principal balance was $5,595 and is currently in default.

Since 2014, the Company issued Angelfish various notes that were due on demand. During the period from May 1, 2017 to December 31, 2017, notes with a total principal amount of $35,729 were issued. On December 3, 2017, all notes payable and related accrued interest was settled. See Note 5.

On December 29, 2015, the Company issued Yinuo a note of $500,000 to acquire intangible assets. The note is unsecured, non-interest bearing, and is due on demand. As of June 30, 2018 and December 31, 2017, the outstanding balance of the note was $500,000.

7.Convertible Notes Payable and Convertible Note Payable– Related Party 

In March 2015, OMP entered into a convertible note agreement of $200,000 with John Muchnicki (“Muchnicki”). The note was unsecured, and subsequently amended, upon mutual agreement between Muchnicki and the Company, to become due on demand and non-interest bearing. The notes conversion terms are as follows: (i) outstanding principal of $60,000 is convertible into OMP’s shares representing 5% of OMP (ii) outstanding principal of $140,000 is convertible into OMP’s shares representing 10% of OMP. In March 2018, Mr. Muchnicki was appointed as the Company’s CFO.

In March 2016, the OMP entered into a convertible note agreement in the principal amount of $20,000 with a non-related. The amount is unsecured, bears interest at 15% per annum, and was due on March 3, 2018. The principal amount and accrued interest would be automatically converted into OMP’s common shares at a rate of 50% of the market price of the OMP’s common shares upon the completion of an initial public offering (“IPO”) of OMP’s common shares or other common qualified financing prior to March 3, 2018. OMP did not have an IPO or qualified financing event prior to March 3, 2018 and the note continues to accrue interest at 15% per annum.

In August 2016, OMP entered into a convertible note agreement in the principal amount of $10,000 with a non-related. The amount is unsecured, bears interest at 30% per annum, and is due on August 12, 2018. The principal amount and accrued interest shall be automatically converted into OMP’s common shares at a rate of 50% of the market price of OMP’s common shares upon the completion of an IPO or other qualified financing.

On February 27, 2018, the Company entered into a convertible note agreement with a non-related for proceeds of $153,000. The promissory note is unsecured, bears interest at 14% per annum, and is due on May 27, 2019. The note is convertible into common shares of the Company at 55% of the average of the two lowest trading prices in the 15 days preceding the notice of conversion.

On May 6, 2018, the Company issued a convertible note agreement to a non-related for proceeds of $100,000. The loan bears no interest and is due on December 31, 2018. The note is convertible at a 25% discount to the average trading price for the last 20 days prior to the date of conversion.

On May 11, 2018, the Company entered into a convertible promissory note agreement with a third party for proceeds of $100,000. The amount is unsecured, non-interest bearing and due on December 31, 2018. The note is convertible at a 25% discount to the average trading price for the last 20 days prior to the date of conversion.

The embedded conversion feature for the notes issued on February 27, 2018, May 6, 2018, and May 11, 2018 qualifies for derivative accounting under ASC 815-15, Derivatives and Hedging. The fair value of the derivative liability resulted in a full discount of the $353,000 principal. The carrying value of the convertible debenture will be accreted over the term of the convertible debenture up to the face value of $353,000. As of June 30, 2018, the carrying value of the convertible debenture was $53,163 and the unamortized discount on the convertible debenture was $299,837.

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ONELIFE TECHNOLOGIES CORP.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

7.Convertible Notes Payable and Convertible Note Payable– Related Party (continued) 

On June 12, 2018, the Company issued a convertible loan agreement to a non-related for $100,000. The loan bears no interest, is due on December 31, 2018, and is convertible into common shares at $0.08 per share. The Company recorded debt discount of $75,000 for a beneficial conversion feature.

8.Derivative Liability 

The Company records the fair value of the conversion price of the convertible debentures, as disclosed in Note 7, in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative liability is revalued on each balance sheet date or upon conversion of the underlying convertible debenture into equity with corresponding gains and losses recorded in the consolidated statement of operations. The aggregate fair value of the derivative as of various note issuance dates was $616,999 calculated using the binomial option pricing model. $353,000 was applied against the proceeds received from the convertible notes as a debt discount and the remaining excess of $263,999 was charged to interest expense.

As at June 30, 2018, the Company had a derivative liability of $528,812. Activity during the six months ended June 30, 2018 are as follows:

The following inputs and assumptions were used to value the convertible debentures outstanding during the six months ended June 30, 2018:

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ONELIFE TECHNOLOGIES CORP.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

9.Commitments and Contingencies 

On December 22, 2017, the Company entered into a stock purchase agreement with Yinuo’s sole shareholder where the Company agreed to issue 40 million common shares and pay $500,000 to acquire all of Yinuo’s outstanding shares. The transaction will close upon the completion of a formal appraisal report for Yinuo’s value and 2-year audited financial statements of Yinuo. The Company will enter into employment agreements with six of Yinuo’s management and employees and appoint Yinuo’s sole shareholder as a director of the Company upon the closing. Yinuo’s sole shareholder agreed to invest up to $3 million of working capital to Yinuo over 6 months following the closing.

On March 1, 2018, the Company entered into a consulting agreement with Anthony Driscoll where the Company agreed to issue 75,000 fully vested shares to Mr. Driscoll on the date of the agreement and Mr. Driscoll agreed to be the Company’s Chief Marketing Officer. The Company also agreed to issue 5,000 shares per month beginning March 1, 2018 for six months for Mr. Driscoll’s services. The agreement will automatically renew for a 6-month period until termination. The Company also agreed to issue Mr. Driscoll equity securities with a value of 3% of the funds the Company receives.

On March 17, 2018, the Company entered into an agreement with National Securities Corp. (“National Securities”) whereby National Securities agreed to provide financial advisory services to the Company for one year. Pursuant to the agreement, the Company paid a $5,000 non-refundable fee in May 2018 and issued 375,000 common shares in April 2018. The shares had a fair value of $30,000 on the date of issuance. National Securities will be paid a cash fee for a certain percentage of the total amount received by the Company upon sales of the Company's securities. National Securities will also receive warrants to purchase 8% of shares of securities issued in a private placement during the term of this agreement.

10.Shareholders’ Equity 

During the six months ended June 30, 2018, the Company issued 250,000 common shares to Crown Bridge Partners, LLC (“Crown Bridge”) for $5,000 pursuant to a security purchase agreement entered on February 7, 2018. Pursuant to the security purchase agreement, the Company has reserved 22,500,000 common shares for future issuance to Crown Bridge and granted Crown Bridge certain registration rights.

In December 2017, the Company entered into a termination agreement with Angelfish with respect to outstanding payable. As part of the termination agreement, the Company is yet to issue 200,000 common shares with a fair value of $438,000.

During the six months ended June 30, 2018, the Company recorded $109,126 of stock-based compensation for 95,000 common shares issuable to Anthony Driscoll. See Note 9.

In April 2018, the Company issued 375,000 common shares to National Securities pursuant to the service agreement dated March 17, 2018. See Note 9.

11.Subsequent Event 

On July 26, 2018, the Company issued a convertible note to a third-party lender for $100,000. The loan bears no interest and is due on December 31, 2018. The note is convertible at 75% of the average last 20 days trading price prior to the conversion date or at a mutually agreed price between the Company and the lender.

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

Cautionary Statements

This Form 10-Q may contain "forward-looking statements," as that term is used in federal securities laws, about OneLife Technologies Corp’s financial condition, results of operations and business.

These statements include, among others:

statements concerning the potential benefits that OneLife Technologies Corp. (“OneLife”, “we”, “our”, “us”, the “Company”, or “management”) may experience from its business activities and certain transactions it contemplates or has completed; and 

statements of OneLife's expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," "opines," or similar expressions used in this Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause OneLife's actual results to be materially different from any future results expressed or implied by OneLife in those statements. The most important facts that could prevent OneLife from achieving its stated goals include, but are not limited to, the following: 

(a)volatility or decline of OneLife's stock price; 

(b)potential fluctuation of quarterly results; 

(c)failure of OneLife to earn revenues or profits; 

(d)inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans; 

(e)decline in demand for OneLife's products and services; 

(f)rapid adverse changes in markets; 

(g)litigation with or legal claims and allegations by outside parties against OneLife, including but not limited to challenges to OneLife's intellectual property rights; and 

(h)insufficient revenues to cover operating costs; 

There is no assurance that OneLife will be profitable, OneLife may not be able to successfully develop, manage or market its products and services, OneLife may not be able to attract or retain qualified executives and personnel, OneLife may not be able to obtain customers for its products or services, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and other risks inherent in OneLife' businesses.

Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. OneLife cautions you not to place undue reliance on the statements, which speak only as of the date of this Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that OneLife or persons acting on its behalf may issue. OneLife does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q, or to reflect the occurrence of unanticipated events.

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Corporate Background

We are a company previously in the business of selling and providing services for GPS Tracking Devices. Our previous product, called the AnyTrack GPS was a next generation remote personal locator device used to primarily located and aid in the timely rescue of missing children, the elderly and pets. In addition, our devices were to have additional functionalities, such as keeping track of heart rates, with data being sent remotely and in the future we will add additional functionalities such as keeping track of blood alcohol content, which would be useful for parolees or anyone that has been convicted of a DUI. In addition to selling these devices, we planned to offer monthly services, such as tracking and data collection at a monthly fee.

On April 21, 2017, Robert J. Wagner acquired control of 35,000,000 shares (pre-split) of the Company’s issued and outstanding common stock, representing approximately 75.5% of the Company’s total issued and outstanding common stock, from Leon Henry in accordance with a stock purchase agreement by and between Mr. Henry and Mr. Wagner. Pursuant to the agreement, Mr. Wagner paid an aggregate purchase price of $20,000 to Mr. Henry in exchange for the shares. As a result of the agreement, the following changes to the Company's directors and officers occurred:

On April 21, 2017, Mr. Robert Wagner was appointed as the sole member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.

On May 8, 2017, the Company entered into a share exchange agreement with One Media Enterprises Limited, an England and Wales corporation (“OME”), and the controlling stockholders of OME (the “OME Shareholders”). Pursuant to the agreement, the Company acquired 100% of the issued and outstanding equity of OME from the OME shareholders (the “OME Shares”) and in exchange, the Company issued to OME an aggregate of 40,000,000 shares of common stock and 5,000,000 shares of Series A Preferred. As a result of the share exchange agreement, OME became a wholly owned subsidiary of the Company. The share exchange agreement contains customary representations and warranties. Further, the share exchange agreement contains the following conditions to closing and the closing of the share exchange shall only occur once the following conditions have been satisfied: (i) the Company completes a name change to more accurately reflect the post transaction of the business; (ii) the Company completes a two-for-one forward split of its common stock; (iii) the Company increases its authorized shares of common stock from 200,000,000 to 500,000,000; (iv) the Company facilitates the cancellation of 70,000,000 shares of its restricted common stock and such stock is returned to the Company’s treasury; and, (v) OME provides the Company with audited financial statements, with such financial statements being audited by an independent accounting firm registered with the Public Company Accounting Oversight Board (PCAOB). On December 4, 2017, the transaction closed.

On June 1, 2017, the Company amended its Articles of Incorporation with the State of Nevada in order to (i) change its name to OneLife Technologies Corp., (ii) effectuate a 2 for 1 forward stock split and (iii) increase the authorized shares of common stock to 500,000,000. The Board of Directors of the Company approved the Amendments on May 31, 2017. The shareholders of the Company approved of the Amendment by written consent on May 31, 2017. FINRA declared that the forward split and the new name of OneLife Technologies Corp. be effective on June 13, 2017, and the new ticker symbol of “OLMM,” became effective on July 11, 2017. Other than noted, all numbers of shares presented in this report have been retroactively adjusted for the 2 for 1 forward stock split. Upon the closing of the share exchange agreement, Mr. Wagner returned the 70,000,000 shares to the Company for cancellation and OME provided the Company with its audited financial statements.

Upon entering into the share exchange agreement with OME, we believe we are now able to fully exploit our intended business model. We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements or commitments in place to complete any private placement financings in an amount sufficient to further our business plan and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us. We are actively seeking additional funding.

On March 19, 2018, Mr. John R. Muchnicki consented to act as the Chief Operating Officer and the Chief Financial Officer of OneLife.

The address of our principal executive office is 5005 Newport Dr., Rolling Meadows, Illinois 60008. Our telephone number is 708-469-7378. Our year end is December 31.

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Employees

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our development programs.

Results of Operations

Revenues

We have not generated any significant revenues from our operations since inception.

Operating Expenses

Our operating expenses for the three and six-month periods ended June 30, 2018 and 2017 are outlined in the table below:

Three Months ended June 30, 2018 and 2017

During the three months ended June 30, 2018, we incurred operating expenses of $321,265 compared to operating expenses of $39,333 during the three months ended June 30, 2017. The increase in operating expenses was due to the fact that the Company had increased its level of day-to-day operations in the current year compared to the prior year including share-based compensation costs of $31,550 for consulting services, consulting services of $101,625 for costs incurred in the research and development of products, and professional fees of $34,800 for audit, accounting, and legal services relating to our SEC filing requirements. The Company also recorded amortization costs of $25,000 relating to amortization of intangible assets compared to $16,667 in the prior period, as our acquisition of One Media Enterprises was finalized in April 2017 and treated as a combination of businesses under common control.

In addition to operating expenses, we incurred other expenses, net of $94,049 during the three months ended June 30, 2018 compared to $7,557 during the three months ended June 30, 2017. Other expenses include interest costs of $143,957 relating to interest and amortization of debt discount incurred on the Company’s convertible notes. The interest expense also included a $30,000 interest penalty to Angelfish for non-payment of loan proceeds, and was partially offset by a gain on the change in the fair value of derivative liabilities of $49,908 relating to the revaluation of the Company’s convertible notes with variable conversion prices, as the Company’s overall share price was lower at June 30, 2018 compared to March 31, 2018 and various issuance date of the notes.

During the three months ended June 30, 2018, the Company incurred a net loss of $415,314, or $0.01 loss per common share compared to a net loss of $46,890 during the three months ended June 30, 2018 or $0.00 loss per common share.

Six Months ended June 30, 2018 and 2017

During the six months ended June 30, 2018, we incurred operating expenses, net of $603,757 compared to operating expenses of $46,228 during the six months ended June 30, 2017. The increase in operating expenses was due to the fact that the Company had increased its level of day-to-day operations in the current year compared to the prior year including share-based compensation costs of $139,125 for consulting services, consulting services of $179,875 for costs incurred in the research and development of products and general consulting, and professional fees of $95,624 for audit, accounting, and legal services relating to our SEC filing requirements. The Company also recorded amortization costs of $50,000 relating to amortization of intangible assets compared to $16,667 in the prior period, as our acquisition of One Media Enterprises was finalized in April 2017 and treated as an acquisition of a company with common control.

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In addition to operating expenses, we incurred other expenses of $290,617 during the six months ended June 30, 2018 compared to $8,367 during the six months ended June 30, 2017. Other expenses include interest costs of $378,804 relating to interest and accretion incurred on the Company’s loans and debentures which included $226,945 of interest and amortization of debt discount relating to an issuance of convertible notes with variable conversion rates, and a $40,000 interest penalty to Angelfish for non-payment of loan proceeds, and was partially offset by a gain on the change in the fair value of derivative liabilities of $88,187 relating to the revaluation of the Company’s convertible debentures with variable conversion prices, as the Company’s overall share price was lower at June 30, 2018 compared to various note issuance dates during the six months ended June 30, 2018.

During the six months ended June 30, 2018, the Company incurred a net loss of $894,374, or $0.01 loss per common share compared to a net loss of $54,595 during the six months ended June 30, 2018 or $0.00 loss per common share.

Liquidity and Capital Resources

Working Capital

As of June 30, 2018, we had total current assets of $89,817 compared to $4,910 at December 31, 2017. Our current assets are comprised of cash and the increase was due to the fact that we received significant amounts of financing during the period to support our on-going growth and business development as compared to the prior year where we were a shell company with limited operations.

Our working capital deficit at June 30, 2018 was $2,590,195 compared to a working capital deficit of $1,759,947 at December 31, 2017. The increase in our working capital deficit was due to the fact that a large portion of our financing was through the issuance of loans payable and convertible notes payable which were due within one year, which increased our overall working capital deficit.

Cash Flows

During the six months ended June 30, 2018, we used $424,228 of cash for operating activities compared to the use of $21,752 of cash for operating activities during the six months ended June 30, 2017. The increase in the cash used for operating activities was due to the fact that we had more operations in the current year which resulted in an increase in the overall cash used to support our growth and development of our business and objectives.

We did not have any investing activities during the six months ended June 30, 2018 compared to the cash used in investing activities of $3,838 during the six months ended June 30, 2017. We invested in loan receivable-related party for $5,000 and received cash of $1,162 from our acquisition of One Media Enterprises Limited, which was finalized in April 2017.

We received cash of $509,135 from financing activities during the six months ended June 30, 2018 which included $453,000 from the issuance of convertible notes, $74,000 from loan payable and offset by a net repayment of $17,865 to amounts due to the CEO and CFO of our Company. During the six months ended June 30, 2017, we received $78,279 of cash from financing activities which included $11,100 from the issuance of notes payable, $67,989 from loans payable and offset by net repayments of $810 to the President and Director of our Company.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that the following discussion addresses the accounting policies that are necessary to understand and evaluate our reported financial results.

Embedded Conversion Feature

The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in income (loss). If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options, for consideration of any beneficial conversion feature. For embed conversion feature that is accounted for as derivative liabilities, the liability is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income (loss).

As an “emerging growth company”, we are not required to provide the information required by this Item.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

The Company’s disclosure controls and procedures is not effective due to a lack of sufficient resources to hire a support staff in order to separate duties between different individuals. The Company lacks the appropriate personnel to handle all the varying recording and reporting tasks on a timely basis. The Company plans to address these material

weaknesses as resources become available by hiring additional professional staff as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities. We have identified the following material weaknesses.

1.As of June 30, 2018, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees the accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. 

2.As of June 30, 2018, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness. 

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Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings 

From time to time the Company may become a party to legal actions or proceedings in the ordinary course of its business. As of June 30, 2018, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’s interests, the Company believes would be material to its business.

Not required for emerging growth companies.

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

During the six months ended June 30, 2018, the Company issued 250,000 common shares to Crown Bridge Partners, LLC (“Crown Bridge”) for $5,000 pursuant to a security purchase agreement entered on February 7, 2018.

In December 2017, the Company entered into a termination agreement with Angelfish Investments Plc with respect to outstanding payable. As part of the termination agreement, the Company is yet to issue 200,000 common shares.

During the six months ended June 30, 2018, the Company recorded $109,126 of stock-based compensation for 95,000 common shares issuable to Anthony Driscoll.

In April 2018, the Company issued 375,000 common shares to National Securities Corp. pursuant to the service agreement dated March 17, 2018.

Item 3. Defaults Upon Senior Securities 

.

There have been no defaults upon senior securities.

Item 4. Mine Safety Disclosures 

Not applicable.

Item 5. Other Information 

Not Applicable.

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(b) Exhibits

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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