UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☑☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ________ to _________

Commission File Number: 333-208931

Glacier Worldwide, Inc.

(Exact name of registrant as specified in its charter)

Nevada		35-2539888
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10390 Santa Monica Blvd., Los Angeles CA		90025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 359-6791

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑☒

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☑☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☑☒

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated ~~filer~~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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☑ ☒ No ☐

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $0, as there is no ~~active~~ trading market in our common stock.

As of ~~August~~March 828, ~~2022~~2023, there were 100,~~036~~617,~~400~~900 shares of the registrant’s common stock outstanding. No preferred shares are issued or outstanding.

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		Page
	PART I
Item 1.	Business	4	4
Item 1A.	Risk Factors	7	6
Item 1B.	Unresolved Staff Comments	7	13
Item 2.	Properties	7	13
Item 3.	Legal Proceedings	7	13
Item 4	Mine Safety Disclosures	7	13
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8	14
Item 6.	[Reserved]	9	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	11	16
Item 8.	Financial Statements and Supplementary Data	11
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12	17
Item 9A.	Controls and Procedures	12	17
Item 9B.	Other Information	12	18
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	12	18
	PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	13	19
Item 11.	Executive Compensation	13	20
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14	21
Item 13.	Certain Relationships and Related Transactions, and Director Independence	15	21
Item 14.	Principal Accounting Fees and Services	15	22
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	16	23
Item 16.	Form 10-K Summary	16	23
Signatures		17	24

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FORWARD-LOOKING STATEMENTS

Except for historical information, this Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements include, among others, those statements including the words "believes", "anticipates", "expects", "intends", "estimates", "plans" and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include our ability to raise capital when needed and on acceptable terms; our ability to make acquisitions and integrate acquired businesses into our company; our ability to attract and retain management; the intensity of competition; changes in the political and regulatory environment and in business and economic conditions in the United States and globally; and the continuing effect of the Covid-19 pandemic. These risks and others described under the section "Risk Factors" below are not exhaustive.

Given these uncertainties, readers of this Annual Report are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

All references in this Annual Report to the "Company", "we", "us", or "our", are to Glacier Worldwide, Inc., a Nevada corporation.

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PART I

ITEM 1. BUSINESS

Overview

The Company was formed on August 17, 2015 in the State of Nevada under the name PostAds, Inc. to provide an online market place. On January 6, 2021, the Company changed its name from PostAds, Inc. to Glacier Worldwide, Inc.

Currently the Company has not commenced operations and currently has no planned principal operations. Its activities since inception include devoting substantially all of its efforts to business planning and development. The Company has generated no revenue from operations.

In July 2020 the Company consummated an agreement (the “Exchange Agreement’) with Breyon Prescott, pursuant to which Mr. Prescott contributed his wholly-owned subsidiary (“Drnq Budz” or the “Subsidiary”) to the Company in consideration for 78,000,000 shares of our common stock. Mr. Prescott owns approximately 78% of the Company’s outstanding shares.

In August 2019, Mr. Prescott and his colleague Jason Martin formed Glacier Sports Agency, Inc. (“Glacier Sports”). Glacier Sports represents athletes in their contract negotiations for professional sports clubs and teams. Glacier Sports also assists their clients with sponsorships, public relations and endorsement deals.

The Company is currently in negotiations to acquire up to six (6) sports injury recovery and prevention centers (“Recovery Centers”) in the Los Angeles, California area. The Recovery Centers provide physical therapy and frontline injury treatment to patients that have suffered a sports related injury. The Recovery Centers also engage in sports injury management, which is the management of a specific injury such that it allows an individual to return to their chosen sport without damaging or compromising their body.

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Given Mr. Prescott’s engagement with Glacier Sports, the Company feels acquiring the Recovery Centers would be a good cultural fit, create dynamic synergies, and would be an important step in growing the Company.

The Company is further exploring options to engage in apparel production and manufacturing. The Company aims to sell private label clothing, such that a manufacturer will develop styles of blank products and let customers purchase units and customize with their own branding.

We believe Mr. Prescott’s history and experience in the entertainment, media and music industries allows our Company the unique opportunity to leverage his relationships and networks to continue to create business opportunities and growth within our Company.

The Company intends to pursue these opportunities within the next twelve (12) months.

Our principal executive office is located at 10390 Santa Monica Boulevard, Los Angeles, California 90025 and our telephone number is (310) 359-6791.

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Shell Company Status

We are currently a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”). Going forward, our main business operations consist of seeking a business combination with a private entity whose business would present an opportunity for its shareholders.

Our objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for and enter into potential business opportunities or to reject any such opportunities.

Given Mr. Prescott’s experience and network, we hope to leverage his experience and contacts in the music, entertainment, sports and media industries. However, we will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation, or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.

We believe that there are numerous companies seeking the perceived benefits of a publicly registered corporation. These benefits are commonly thought to include the following:

	•	the ability to use registered securities to acquire assets or businesses;
	•	increased visibility in the marketplace;
	•	greater ease of borrowing from financial institutions;
	•	improved stock trading efficiency;
	•	greater shareholder liquidity;
	•	greater ease in subsequently raising capital;
	•	ability to compensate key employees through stock options and other equity awards;
	•	enhanced corporate image; and
	•	a presence in the United States capital markets.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on that market.

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With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of our company that the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, our existing shareholders will in all likelihood hold a substantially lesser percentage ownership interest in our company following any merger or acquisition. The percentage ownership of our existing shareholders may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our shareholders at such time.

We will participate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, and will include miscellaneous other terms.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.

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Competition

We expect to encounter substantial competition in our efforts to identify and consummate a transaction with a business opportunity. The primary competition will be from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals, all of which may have substantially greater financial and other resources than we do. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared to our competitors.

Employees

We presently have no employees apart from Breyon Prescott, our sole officer and director. Mr. Prescott is engaged in outside business activities and anticipates that he will devote to our business limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

We intend to hire additional management and other support personnel when we have reached a point in our proposed growth that would allow for such employment. In the interim, we will rely upon consultants to assist us in identifying and investigating acquisition opportunities.

Reports to Security Holders

We file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports, statement or other information that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (202) 551-8090 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov.

Item 1A Risk Factors

Risks Related to Our Financial Condition

There is substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources, and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

For the fiscal year ended December 31, 2021, we incurred net losses of $79,075. As a result, our independent registered public accounting firm has included an explanatory paragraph in their audit opinion that we may be unable to continue as a going concern. Our limited operating history and financial resources raises substantial doubt about our ability to continue as a going concern and our financial statements contain a going concern risk disclosure. Our financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

We are an early stage company with no historical performance for you to base an investment decision upon, and we may never become profitable.

We are an early stage company and as of the date of this filing, we have generated minimal revenue from operations. We have generated minimal revenue from operations since our inception. For the fiscal year ended December 31, 2021, we incurred net losses of $79,075.

Accordingly, we have a limited operating history upon which you may evaluate our prospects for achieving our business objectives in light of the risks, difficulties and uncertainties frequently encountered by early stage companies such as us. Accordingly, before investing in our common stock, you should consider the challenges, expenses and difficulties that we will face as an early stage company with a limited operating history.

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WeItem ~~will~~1A ~~require~~Risk ~~additional financing before we begin generating revenues and we may be unable to obtain such financing which would cause you to lose your investment in our common shares.~~Factors

WeThe ~~have~~Company ~~generated~~believes ~~minimal~~there ~~revenue~~have ~~since~~been ~~inception.~~no Wematerial ~~will~~changes ~~need~~from tothe ~~obtain~~risk ~~additional~~factors ~~financing~~previously disclosed in ~~order~~the toCompany’s ~~complete~~2021 ~~our~~Annual ~~business~~Report ~~plan~~on ~~because~~Form we10-K. ~~have~~The ~~not~~risks ~~generated~~and ~~revenues~~uncertainties ~~from~~described ~~our~~in ~~operations~~the 2021 Annual Report on Form 10-K should be carefully reviewed. WeThese doare not ~~have~~the ~~any~~only ~~arrangements~~risks ~~for~~and ~~outside~~uncertainties ~~financing~~that ~~and~~the weCompany ~~may~~faces. beAdditional ~~unable~~risks toand ~~locate~~uncertainties ~~financing~~that onthe ~~favorable~~Company ~~terms~~does not currently know about or atthat ~~all.~~we ~~For~~currently believe are immaterial, or that the ~~year~~Company ~~ended~~has ~~December~~not 31predicted, ~~2021,~~may wealso ~~incurred~~harm ~~net~~our ~~losses~~business ofoperations ~~$79,075~~or adversely affect the Company. ~~Because~~If weany ~~lack~~of ~~historical~~these ~~financial~~risks ~~data~~or uncertainties actually occurs, ~~including~~the ~~revenue~~Company’s ~~data~~business, ~~our~~financial ~~future~~condition, ~~revenues~~operating ~~are~~results ~~unpredictable~~or liquidity could be adversely affected.

We will require approximately $6,000 per month or $72,000 over the next twelve (12) months to meet our operational costs, which consist of rent, advertising, salaries and other general, administrative expenses and costs of compliance with SEC reporting obligations. As of the date of this Form 10-K, we had no cash on hand which is insufficient to pay for our operating costs for one (1) month. If we do not receive additional financing, we will be unable to implement our business plan which would prevent us from generating revenues and cause you to lose your investment in our common stock.

We plan to attempt to raise additional equity financing and procure loans to fund our future operations though there is no assurance we will succeed. We have not generated meaningful revenues from our business operations and are dependent on our ability to raise capital. If we are unable to raise all the capital we are seeking we may have to reduce our planned expenditures to a level where we can continue to operate until we obtain necessary financing. If we cannot obtain such financing and do not generate sufficient revenue to fund our operations, we may have to curtail or cease operations.

Expenses required to operate as a public company will reduce funds available to us and could negatively affect our results of operations, cash flow and financial condition.

Operating as a public company is more expensive than operating as a private company. As a public company we will require additional funds to obtain outside assistance from legal, accounting, investor relations, and other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that the cost of SEC reporting will be approximately $5,000 monthly or $60,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the OTC Markets OTCQB, or, if we have secured a qualification, we may lose the qualification and our securities would no longer trade on OTC Markets OTCQB. Further, if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would be otherwise publicly available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.

Risks Related to Our Business

We are a shell company and may never be able to effectuate our business plan.

The Company will seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. As a shell company with limited resources we may not be able to successfully effectuate our business plan. There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations is unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business. We require financing to acquire businesses and implement our business plan. We cannot assure you that we will be successful in obtaining financing or acquiring businesses, or in operating those acquired businesses in a profitable manner.

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We expect losses in the future because we have no revenue.

As we have no current revenue, we are expecting losses over the next twelve (12) months because we do not yet have any revenues to offset the expenses associated with our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

If our business plans are not successful, we may not be able to continue operations as a going concern and our stockholders may lose their entire investment in us.

We did not generate any revenue for the 2021 period. On December 31, 2021, we had an accumulated deficit of $324,459. These factors raise substantial doubt about our ability to continue as a going concern. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.

We do not have any agreement for a business combination or other transaction.

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. We cannot assure you that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that future funds allocated to the purchase of our shares will not be invested in a company with active business operations.

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While business combinations with entities having established operating histories are preferred, there can be no assurance that we will be successful in locating candidates meeting such criteria. The decision to enter into a business combination will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to it, would be desirable. In the event we complete a business combination, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control. We cannot assure you that we will identify a target company and consummate a business combination.

There is competition for those private companies suitable for a merger or combination transaction of the type contemplated by management.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. Consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

We have not conducted market research to identify business opportunities, which may affect our ability to identify a business to merge with or acquire.

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

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Management intends to devote only a limited amount of time to seeking a target company, which may adversely impact our ability to identify a suitable acquisition candidate.

While seeking a business combination, our sole officer and director anticipates devoting limited time to our affairs in total. Our sole officer has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

We are dependent on the services of our sole officer to obtain capital required to implement our business plan and for identifying, investigating, negotiating and integrating potential acquisition opportunities. The loss of services of our sole officer could have a substantial adverse effect on us. The expansion of our business will be largely contingent on our ability to attract and retain highly qualified corporate and operations level management team. We cannot assure you that we will find suitable management personnel or will have financial resources to attract or retain such people if found.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including audited consolidated financial statements for the company acquired.

The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

Any potential acquisition or merger with a foreign company may subject us to additional risks.

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

We will need to raise additional capital to execute our business plan. If our operations do not produce the necessary cash flow, or if we cannot obtain needed funds, we may be forced to reduce or cease our activities with consequent loss to investors.

We have a need for cash in order to pay obligations currently due in a timely manner, and to finance our business operations. Our continued operations will depend upon the sustainability of cash flow from our ability to raise additional funds, as required, through equity or debt financing. There is no assurance that we will be able to obtain additional funding when it is needed, or that such funding, if available, will be obtainable on terms acceptable to us. If we cannot obtain needed funds, we may be forced to reduce or cease our activities with consequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals.

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If we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud, as a result, current and potential shareholders could lose confidence in our financial reports, which could harm our business and the trading price of our Common Stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting. We plan to comply with Section 404 by strengthening, assessing and testing our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention, especially given that we have not yet undertaken any efforts to comply with the requirements of Section 404. We cannot be certain that the measures we will undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors’ confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on the OTC Markets, one of the national securities exchanges, and the inability of registered broker-dealers to make a market in our Common Stock, which would further reduce our stock price.

Risks Related To Our Management

Should we lose the services of Breyon Prescott, our only officer and sole director, our operations and financial condition may be negatively impacted.

Our future depends on the continued contributions of Breyon Prescott, our only officer and sole director, who would be difficult to replace. Mr. Prescott’s services are critical to the management of our business and operations. We do not maintain key man life insurance on Mr. Prescott. Should we lose the services of Mr. Prescott, we may be unable to replace his services with equally competent and experienced personnel and our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.

Breyon Prescott, our Chief Executive Officer, President and sole director has voting control over all matters submitted to a vote of our common stockholders, which will prevent our minority shareholders from having the ability to control any of our corporate actions.

As of August 8, 2022, we had 100,036,400 shares of common stock outstanding, each entitled to one (1) vote per common share. Our President, Chief Executive Officer and director, Breyon Prescott controls 78,000,000 shares which entitle the holder to one (1) vote per share. As such, the aggregate number of common shares controlled by Mr. Prescott effectively entitles him to vote approximately 78,000,000 out of 100,036,400 votes outstanding or 78% of our outstanding common shares on all matters submitted to a vote of our common stockholders. As a result, he has the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors. Mr. Prescott’s control of our voting securities may make it impossible to complete some corporate transactions without his support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

Risks Related to Our Common Stock

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our common stock will be a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our common shares and may affect the ability of purchasers to sell any of our common shares in the secondary market.

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For any transaction (other than an exempt transaction) involving a penny stock, the rules require delivery, prior to such transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made regarding sales commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock is exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Our common stock is not currently quoted or listed and may never be quoted or listed by the OTC Markets or any other listing or quotation service and if listed, no market may ever develop for our common stock, or if developed, may not be sustained in the future. Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC Markets, investors should consider any secondary market for our common shares to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication, which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin. Accordingly, our common shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

We may, in the future, issue additional securities, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize us to issue 150,000,000 shares of common stock and 10,000,000 shares of blank check preferred stock. As of the date of August 8, 2022, we had 100,036,400 shares of common stock and no shares of preferred stock. Accordingly, we may issue up to an 49,963,600 shares of common stock and 10,000,000 shares of blank check preferred stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock. Our board of directors may designate the rights, terms and preferences of our authorized but unissued preferred shares at its discretion including conversion and voting preferences without notice to our shareholders.

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There is no assurance of a public market or that our common stock will ever trade on a recognized stock exchange. Therefore, you may be unable to liquidate your investment in our stock.

There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA for our shares to be quoted by the OTC Markets, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the sole discretion of our Board of Directors after considering whether we have generated sufficient revenues, our financial condition, operating results, cash needs, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our common stock.

As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are a penny stock we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments, not previously approved. We could be an emerging growth company for up to five (5) years, although we could lose that status sooner if our revenues exceed $1,000,000,000, if we issue more than $1,000,000,000 in non-convertible debt in a three (3) year period, or if the market value of our common stock held by non-affiliates exceeds $100,000,000 as of any April 30th date before that time, in which case we would no longer be an emerging growth company as of the following April 30th. We cannot predict whether investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We have reported material weaknesses in internal controls in the past.

We have reported material weaknesses in internal controls over financial reporting, and we cannot provide any assurances that additional material weaknesses will not be identified in the future or that we can effectively remediate our reported weaknesses. If our internal controls over financial reporting or disclosure controls and procedures are not effective, there may be errors in our financial statements that could require a restatement, or our filings may not be timely, and investors may lose confidence in our reported financial information.

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Section 404 of Sarbanes-Oxley requires us to evaluate the effectiveness of our internal control over financial reporting every quarter and as of the end of each year, and to include a management report assessing the effectiveness of our internal controls over financial reporting in each Annual Report on Form 10-K. Our management, including our Chief Executive Officer, and Chief Financial Officer, do not expect that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because changes in the conditions or deterioration in the degree of compliance with policies or procedures may occur. Because the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As a result, we cannot assure you that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future or that we can effectively remediate our reported weaknesses. Any failure to maintain or implement required new or improved controls, or any difficulties we may encounter in their implementation, could result in significant deficiencies or material weaknesses, cause us to fail to timely meet our periodic reporting obligations, or result in material misstatements in our consolidated financial statements. Any such failure could also adversely affect the results of periodic management evaluations regarding disclosure controls and the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. The existence of material weaknesses could result in errors in our consolidated financial statements and subsequent restatements of our consolidated financial statements, cause us to fail to timely meet our reporting obligations and cause investors to lose confidence in our reported financial information.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

None.

ITEM 3. LEGAL PROCEEDINGS

~~From~~There ~~time~~is tono ~~time,~~pending welitigation ~~may~~to bewhich ~~subject~~the toCompany ~~legal~~is ~~proceedings~~presently ~~and~~a ~~claims~~party inor to which the ~~ordinary~~Company’s ~~course~~property ofis ~~business.~~subject Weand ~~are~~management is not ~~currently~~ aware of any ~~such~~litigation ~~proceedings~~which ormay ~~claims~~arise ~~that we believe will have, individually or~~ in the ~~aggregate, a material adverse effect on our business, financial condition or results of operations~~future.

ITEM 4. MINE SAFETY DISCLOSURES

None

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PART II

Market Information

There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system.

Holders

AsPreferred ~~of March 31, 2022 , there were 32 stockholders of record of our common stock.~~ Stock

The Company has authorized 10,000,000 shares of Preferred Stock with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

As of December 31, 2021, and December 31, 2022, the Company had no shares of Preferred Stock issued and outstanding.

Common Stock

The Company has authorized 150,000,000 shares of Common Stock with a par value of $0.001 per share. Each share of Common Stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

As of December 31, 2022, the Company issued 541,500 shares of Common Stock in related to subscription of $270,750 cash during year ended December 31, 2021.

As of December 31, 2022 and December 31, 2021, the Company had 100,617,900 and 100,076,400 shares of Common Stock issued and outstanding, respectively.

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Dividends

The Company has never paid dividends on its common stock and does not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends will be made at the discretion of the board of directors and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant.one.

Recent Sales of Unregistered Securities

During the year ended December 31, ~~2021~~2022, ~~the~~we ~~Company~~did ~~had~~not ~~subscription~~have ~~received~~any sales of ~~$270,750~~equity ~~for~~securities ~~541,500~~in ~~shares~~transactions ofthat ~~its~~were ~~common~~not ~~stock~~registered atunder ~~$0.50~~the ~~per~~Securities ~~share~~Act asof ~~follows~~1933, ~~pursuant~~as toamended, ~~exemption~~that ~~from~~have ~~registration~~not ~~pursuant~~been topreviously ~~Section~~reported 4(in a~~)(2)~~ ofreport ~~the~~filed ~~Securities~~pursuant ~~Act~~to ~~and/or~~the ~~Regulation~~Exchange ~~De promulgated thereunder:~~Act.

· On April 23, 2021, subscription of 75,000 shares of the Company’s common stock for cash in the amount of $150,000, the shares were issued on February 1, 2022.On April 23, 2021, subscription of 25,000 shares of the Company’s common stock for cash in the amount of $12,500, the shares were issued on February 1, 2022. · On April 26, 2021, 25,000 subscriptions of shares of the Company’s common stock for cash in the amount of $12,500, the shares were issued on February 1, 2022. · On May 21, 2021, subscription of 330,000 shares of the Company’s common stock for cash in the amount of $165,000, the shares were issued on February 1, 2022. · On August 20, 2021, subscription of 11,500 shares of the Company’s common stock for cash in the amount of $5,750, the shares were issued on February 1, 2022.

ITEM 6. [RESERVED]

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

The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements relating to our liquidity, and our plans for our business focusing on cloud-based analytics, storage, and services for drones. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report on Form 10-K. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of many factors.

All forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update such forward-looking statements to reflect events that occur or circumstances that exist after the date of this Annual Report on Form 10-K except as required by federal securities law.

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited consolidated financial statements for the ~~year~~years ended December 31, ~~2021,~~2022 and ~~for the period from April 22~~2021, ~~2020 (inception) to December 31, 2020,~~ which are included herein.

14Our ~~Table~~operating ofresults ~~Contents~~for the years ended December 31, 2022 and 2021, are summarized as follows:

Our operating results for the year ended December 31, 2021, and for the period from April 22, 2020 (inception) to December 31, 2020, are summarized as follows

	Year Ended
	December 31,			December 31,
	2022			2021			Change
Revenues	$	-		$	-		$	-
Operating expenses		118,781			78,910			39,871
Other (income) expenses		(11	)		165			(176	)
Net loss	$	(118,770	)	$	(79,075	)	$	(39,695	)

	Year Ended			April 22, 2020 (Inception) to
	December 31,			December 31,
	2021			2020			Change
Revenues	$	-		$	-		$	-
Operating expenses		78,910			193,622			(114,712	)
Other expenses		165			-			165
Net Loss	$	(79,075	)	$	(193,622	)	$	114,547

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During the ~~year~~years ended December 31, ~~2021~~2022 and ~~for the period from April 22~~2021, ~~2020 (inception) to December 31, 2020,~~ the Company generated no revenues.

We had a net loss of $79118,~~075~~770 and $~~193~~79,~~622~~075 for the ~~year~~years ended December 31, ~~2021~~2022 and ~~for the period from April 22~~2021, ~~2020 (inception) to December 31, 2020,~~ respectively.

Operating expenses for the ~~year~~years ended December 31, ~~2021,~~2022 and ~~for~~2021were ~~the period from April 22, 2020 (inception) to December 31, 2020, were~~ $79118,~~910~~781 and $~~193~~78,~~622~~910, respectively. During the year ended December 31, ~~2021~~2022, the operating expenses were primarily attributed to professional fees of $49117,~~237,~~409 and general and administrative expenses of $141,~~769 and marketing expenses of $14,904~~372. During the ~~period~~year ~~from~~ended ~~April 22, 2020 (inception) to~~ December 31, ~~2020~~2021, the operating expenses were primarily attributed to professional fees of $~~114~~49,~~298~~237, ~~acquisition~~ ~~fees~~marketing expenses of $7814,~~000~~904 and general and administrative expenses of $114,~~324~~769.

Other (income) expenses for the ~~year~~years ended December 31, ~~2021,~~2022 and ~~the~~2021 ~~period~~were ~~from~~($11) ~~April~~and 22$165, ~~2020~~respectively. ~~(inception)~~During tothe year ended December 31, ~~2020~~2022, ~~were~~other ~~$165~~income ~~and~~consisted of $0,11interest ~~respectively.~~earned ~~During~~and during the year ended December 31, 2021, other ~~expense~~expenses consisted of ~~$178~~ finance fees charged by vendors and $~~13 interest earned~~165.

Liquidity and Capital Resources:

The following table provides selected financial data about our Company as of December 31,~~2021~~ 2022 and ~~2020~~2021.

Working Capital

	December 31,			December 31,
	2021			2020
	2022			2021
Current Assets	$	~~173~~53,~~139~~699		$	-173,139
Current Liabilities	$	~~111~~110,~~247~~577		$	~~129~~111,~~783~~247
Working Capital (Deficiency)	$	61,892		$	(129,783	)
Working Capital	$	(56,878	)	$	61,892

As of December 31, ~~2021~~2022, and ~~2020~~2021, our total current assets were $~~173~~53,~~139~~699 and $0173,139 which were comprised of $~~173~~53,~~139~~699 and $0173,139 in cash, respectively.

As of December 31, ~~2021~~2022, our current liabilities were $~~111~~110,~~247~~577 which were comprised of $9594,~~562~~579 in accounts payable and accrued liabilities and $15,~~685~~998 in due to related party. As of December 31, ~~2020~~2021, our current liabilities were $~~129~~111,~~783~~247 which were comprised of $~~127~~95,~~283~~562 in accounts payable and accrued liabilities and $215,~~500~~685 in due to related party. The decrease in current liabilities is related to a decrease in accounts payable and accrued liabilities of $~~31,721~~983 offset by an increase in due to related party for paying operating and marketing expenses of $~~13,185~~313 on behalf of the Company.

As of December 31, ~~2021~~2022, our working capital deficit was $6156,~~892~~878. We had a working capital ~~deficit~~ of $~~129~~61,~~783~~892 for the year ended December 31, ~~2020~~2021.

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Cash Flow Data:

	Year Ended			~~April 22, 2020 (Inception) to~~
	December 31,			December 31,
	2021			2020
	2022			2021
Cash used in operating activities	$	(98119,~~787~~440	)	$	(1098,~~671~~787	)
Net cash provided by investing activities		-			~~781~~-
Cash provided by financing activities		~~271,926~~-			9271,~~890~~926
Net Change in Cash for period	$	~~173~~(119,~~139~~440	)	$	-173,139

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Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the year ended December 31, ~~2021~~2022, net cash flows used in operating activities was $98119,~~787~~440, consisting of a net loss of $79118,~~075~~770, increased by a decrease in accounts payable and accrued liabilities of $~~32,259~~983 and reduced by an increase in expenses paid by a related party of $~~12,547~~313. For the ~~period~~year ~~from~~ended ~~April 22, 2020 (inception) to~~ December 31, ~~2020~~2021, net cash flows used in operating activities was $1098,~~671~~787, consisting of a net loss of $~~193~~79,~~622~~075, ~~reduced~~increased by ana ~~increase~~decrease in accounts payable and accrued liabilities of $~~102~~32,~~451,~~259 and reduced by an increase in expenses paid by a related party of $212,~~500 and stock-based acquisition costs of $78,000~~547.

Cash Flows from Investing Activities

The Company did not use any funds for investing activities during the ~~year~~years ended December 31, 2022 and 2021.

Net cash provided by investing activities of $781 for period from April 22, 2020 (inception) to December 31, 2020, is in conjunction with the share exchange agreement and reorganization dated July 17,2020 with Drnq Budz Inc., which was acquired by the Company.

Cash Flows from Financing Activities

We have financed our operations from related party loans and stock subscriptions. For the year ended December 31, 2022, the Company did not receive any fund for financing activities. For the year ended December 31, 2021, we received $655 from advances from related party loans, $538 bank overdraft and $270,750 from stock subscriptions. During the year ended December 31, 2021, the Company repaid $17 of related party loans.

For the period from April 22, 2020 (inspection) to December 31, 2020, we received $50 from advances from related party loans and $10,000 from a stock subscription. During the same period, the Company repaid $160 of related party loans.

Going Concern

As of December 31, ~~2021~~2022, our company had a net loss of $79118,~~075~~770 and has earned no revenues. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, ~~2022~~2023. The ability of our ~~company~~Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our ~~company~~Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and Estimates

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 the 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, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.

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 is material to stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide this information.

1611 Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GLACIER WORLDWIDE, INC.

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Report of Independent Registered Accounting Firm (PCAOB ID: 5081)		F-2
Consolidated Balance Sheets at December 31, 2021 and December 31, 2020		F-3
Consolidated Statements of Operations for the year ended December 31, 2021and for the period from April 22, 2020 (inception) to December 31, 2020		F-4
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2021 and for the period from April 22, 2020 (inception) to December 31, 2020		F-5
Consolidated Statement of Cash Flows for the year ended December 31,2021and for the period from April 22, 2020 (inception) to December 31, 2020		F-6
Notes to Consolidated Financial Statements		F-7

December 31, 2022 and 2021

		Page
Report of Independent Registered Accounting Firm (PCAOB ID: 5041)		F-2

Consolidated Balance Sheets at December 31, 2022 and 2021		F-3

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021		F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2022 and 2021		F-5

Consolidated Statement of Cash Flows for the years ended December 31, 2022 and 2021		F-6

Notes to Consolidated Financial Statements		F-7

F-1

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Report of Independent Registered Public Accounting Firm

To the ~~shareholders~~Board ~~and~~of ~~the~~Directors ~~board~~and ofShareholders ~~directors~~ of Glacier Worldwide, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Glacier Worldwide, Inc. the "Company") as of December 31, ~~2021~~2022 and ~~2020~~2021 and the related statement of operations, stockholders' equity (deficit), and cash flows for the year ended December 31, ~~2021~~2022 and ~~for the period from April 22, 2020 (inception) through to~~ December 31, ~~2020~~2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2021~~2022 and ~~2020~~2021 and the results of its operations and its cash flows for the year ended December 31, ~~2021~~2022 and ~~the period from April 22, 2020 through to~~ December 31, ~~2020~~2021, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s ~~significant~~ operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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

Critical Audit Matter

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

/s/ BF Borgers CPA PC

BF Borgers CPA PC

Served as Auditor since ~~2021~~2020

Lakewood, CO

~~August~~March 929, ~~2022~~2023

F-2

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Glacier Worldwide, Inc.

Consolidated Balance Sheets

	As of			As of
	December 31,			December 31,
	2021			2020
	2022			2021
ASSETS
Current Assets
Cash	$	~~173~~53,~~139~~699		$	-173,139
Total current assets		~~173~~53,~~139~~699			-173,139
Total Assets	$	~~173~~53,~~139~~699		$	-173,139
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		9594,~~562~~579			~~127~~95,~~283~~562
Due to related party		15,~~685~~998			215,~~500~~685
Total current liabilities		~~111~~110,~~247~~577			~~129~~111,~~783~~247
Total Liabilities		~~111~~110,~~247~~577			~~129~~111,~~783~~247
Stockholders' Equity (Deficit)
Series A Preferred stock: 10,000,000 shares authorized; $0.001 par value
Series A Preferred stock: 10,000,000 shares authorized; $0.001 par value no shares issued and outstanding		-			-
no shares issued and outstanding		-			-
Common stock: 150,000,000 shares authorized; $0.001 par value 100,617,900 shares and 100,076,400 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively		100,618			100,076
Common stock: 150,000,000 shares authorized; $0.001 par value
Additional paid in capital		285,733			15,525
100,076,400 shares issued and outstanding		100,076			100,076
Subscription received - shares to be issued		-			270,750
Additional paid in capital		15,525			15,525
Accumulated deficit		(443,229	)		(324,459	)
Subscription received - shares to be issued		270,750			-
Total Stockholders' Equity (Deficit)		(56,878	)		61,892
Accumulated deficit		(324,459	)		(245,384	)
Total Liabilities and Stockholders' Equity (Deficit)	$	53,699		$	173,139
Total Stockholders' Equity (Deficit)		61,892			(129,783	)
Total Liabilities and Stockholders' Equity (Deficit)	$	173,139		$	-

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

F-3

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Glacier Worldwide, Inc.

Consolidated Statements of Operations

	Year Ended December 31,			April 22, 2020 (Inception) toDecember 31,
	Year Ended
	2021			2020
	December 31,
	2022			2021
Revenues	$	-		$	-
Operating Expenses
General and administrative		141,~~769~~372			114,~~324~~769
Marketing		~~14,904~~-			-14,904
Professional fees		49117,~~237~~409			~~114~~49,~~298~~237
Acquisition fees		-			78,000
Total Operating Expenses		118,781			78,910
Total Operating Expenses		78,910			193,622
Loss from operations		(118,781	)		(78,910	)
Loss from operations		(78,910	)		(193,622	)
Other Income (Expense)
Other Expense
Interest expense		-			(165	)
Interest expense		(165	)		-
Interest income		11			-
Net Other Expense		(165	)		-
Net Other Income (Expense)		11			(165	)
Loss Before Provision for Income Taxes		(79118,~~075~~770	)		(~~193~~79,~~622~~075	)
Provision for Income Taxes		-			-
Net Loss	$	(79118,~~075~~770	)	$	(~~193~~79,~~622~~075	)
Net loss per common share: Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding: Basic and Diluted		100,~~076~~571,~~400~~910			92100,~~461~~076,~~388~~400

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

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Table of Contents

Glacier Worldwide, Inc.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

					Additional
	Common Stock				Additional		Common stock
	Common Stock				Paid in		stock			Accumulated
	Number of Shares		Amount		Paid inCapital		to be issued			Accumulated Deficit			Total
	Number of Shares		Amount		Capital		to be issued			Deficit			Total
Balance - April 22, 2020 (Inception)		-	$	-	$	-	$	-		$	-		$	-
Issuance of common shares to founder		78,000,000		78,000		-		-			-			78,000
Reverse acquisition adjustment		22,036,400		22,036		-		-			(51,762	)		(29,726	)
Debt forgiveness - related party		-		-		5,565		-			-			5,565
Issuance of common stock		40,000		40		9,960		-			-			10,000
Net loss		-		-		-		-			(193,622	)		(193,622	)
Balance - December 31, 2020		100,076,400		100,076		15,525		-			(245,384	)		(129,783	)
Subscription received - shares to be issued		-		-		-		270,750			-			270,750
Net loss		-		-		-		-			(79,075	)		(79,075	)
Balance - December 31, 2021		100,076,400	$	100,076	$	15,525		270,750		$	(324,459	)	$	61,892
Issuance common stock related to subscription		541,500		542		270,208		(270,750	)		-			-
Net loss		-		-		-		-			(118,770	)		(118,770	)
Balance - December 31, 2022		100,617,900	$	100,618	$	285,733		-		$	(443,229	)	$	(56,878	)

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

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Glacier Worldwide, Inc.

Consolidated Statement of Cash Flows

	Year Ended			~~April 22, 2020 (Inception) to~~
	December 31,			~~December 31,~~
	2021			2020
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(79118,~~075~~770	)	$	(~~193~~79,~~622~~075	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based acquisition costs		-			78,000
Changes in current assets and liabilities:
Accounts payable and accrued liabilities		(~~32,259~~983	)		~~102~~(32,~~451~~259	)
Expenses paid by related party		12,547			2,500
Due to related party		313			12,547
Net cash used in operating activities		(98119,~~787~~440	)		(1098,~~671~~787	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiary		-			781
Net cash provided by Investing Activities		-			781
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		~~538~~-			-538
Proceed from advances payable -related party		~~655~~-			50655
Repayment of advances payable - related party		~~(17~~-	)		(~~160~~17	)
Proceed from stock subscription		~~270,750~~-			10270,~~000~~750
Net cash provided by Financing Activities		~~271,926~~-			9271,~~890~~926
Net cash increase for the period		~~173~~(119,~~139~~440	)		-173,139
Cash at beginning of period		-173,139			-
Cash at end of period	$	~~173~~53,~~139~~699		$	-173,139
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Debts forgiveness - related party	$	-		$	5,565
Issuance of common stock for subscription	$	270,750		$	-

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

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Glacier Worldwide, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY

Organization and Operations

Glacier Worldwide, Inc. (the “Company”) was formed on August 17, 2015, originally as PostAds, Inc., in the State of Nevada as a reorganization of a sole proprietor business with an inception date of August 26, 2013. The business was formed to provide an online platform at www.PostAds.com that offers an alternative marketplace for buyers and sellers of both new and pre-owned goods and service items (including jobs). On January 6, 2021, the Company changed its name to Glacier Worldwide, Inc. (the “Company”).

The Company has not commenced operations and currently has no planned principal operations. Its activities since inception include devoting substantially all of its efforts to business planning and development. The Company has generated no revenue from operations. The Company’s activities during this development stage are subject to significant risks and uncertainties.

Share Exchange and Reorganization

On or about July 17, 2020 (the “Effective Date”), Drnq Budz Inc. (“DB”), merged into Glacier Worldwide Inc. and became a 100% subsidiary of the Company. Furthermore, the Company entered into and closed on a share exchange agreement with DB and its shareholder.

Pursuant to the terms of the share exchange agreement, the Company issued 78,000,000 shares of its unregistered common stock to the shareholder of DB in exchange for one (1) share of DB common stock, representing 100% of its issued and outstanding common stock. DB became a wholly owned subsidiary of the Company.

Per the terms and subject to the condition of the share exchange agreement, the Company canceled 2,000,000 shares of Series A Convertible Preferred Stock and 18,000,000 shares of common stock, at the time of the share exchange.

Recapitalization

For financial accounting purposes, this transaction was treated as a reverse acquisition by DB and resulted in a recapitalization with DB being the accounting acquirer and Glacier Worldwide Inc. as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, DB and have been prepared to give retroactive effect to the reverse acquisition completed on the Effective Date and represent the operations of DB. The consolidated financial statements after the acquisition date, July 17, 2020, include the balance sheets of both companies at historical cost, the historical results of DB and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes have been retroactively restated to reflect the recapitalization.

Going Concern Matters

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company has incurred operating losses of $79118,~~075~~770 during the year ended December 31, ~~2021~~2022 and has an accumulated deficit of $~~324~~443,~~459~~229 as of December 31, ~~2021~~2022. In addition, the Company has a working capital ~~surplus~~deficit of $6156,~~892~~878 as of December 31, ~~2021~~2022.

Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its ~~endeavors~~endeavours.

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There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, shareholder loans, and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiary, Drnq Budz Inc (“DB”). All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

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Cash

Cash consists of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. We maintain cash balances with financial institutions that exceed federally-insured limits. We have not experienced any losses related to these balances, and we believe credit risk to be minimal. The Company does not have any cash equivalents.

Basic and Diluted Net Loss per Common Share

~~Pursuant~~The toCompany ~~authoritative~~computes ~~guidance~~loss per share in accordance with ASC 260, “Earnings ~~basic~~per ~~net~~Share,” which ~~income~~requires presentation of both basic and ~~net~~diluted earnings per share on the face of the statement of operations. Basic loss per share ~~are~~is computed by dividing ~~the~~ net ~~income~~loss ~~and~~available ~~net~~to ~~loss~~common shareholders by the weighted average number of outstanding common shares ~~outstanding~~ during the period. Diluted ~~net~~loss ~~income~~per ~~and~~share ~~net~~gives ~~loss~~effect ~~per~~to ~~share~~all isdilutive ~~the~~potential ~~same~~common asshares ~~basic~~outstanding ~~net~~during ~~income~~the ~~and~~period. ~~net~~During ~~loss~~the ~~per~~year ~~share~~ended ~~when~~December ~~potentially~~31, ~~dilutive~~2022, ~~common~~and ~~stock~~2021, ~~equivalents~~the ~~inclusion~~Company ~~would~~had ~~have~~no anpotential ~~anti-~~dilutive ~~effect~~instruments ~~due~~and toaccordingly ~~our~~basic ~~continuing~~loss ~~net~~and ~~losses~~diluted loss per share are the same.

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

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ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

	·	Level 1-Quoted market prices for identical assets or liabilities in active markets or observable inputs;
	·	Level 2-Significant other observable inputs that can be corroborated by observable market data; and
	·	Level 3-Significant unobservable inputs that cannot be corroborated by observable market data.

The carrying amounts of cash, accounts payable and accrued liabilities, loans payable and due to related parties approximate fair value because of the short-term nature of these items.

Share-Based Compensation

ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company has adopted the guidance included under ASU 2018-07, stock-based compensation issued to non-employees and consultants. Equity-based payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share based payment awards are measured at the grant date.

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Table of Contents

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

~~NOTE 3 - INCOME TAXES~~Reclassification

~~The~~Certain ~~Company~~accounts ~~provides~~from ~~for~~prior ~~income~~periods ~~taxes~~have ~~under~~been ~~ASC~~reclassified ~~740,~~to ~~“Income~~conform Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to ~~reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that~~ the ~~Company~~current ~~will~~period ~~not realize tax assets through future operations~~presentation.

~~The~~NOTE ~~components~~3 of- ~~the~~RELATED ~~Company’s~~PARTY ~~deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31,2021, and 2020 are as follows:~~TRANSACTIONS

~~F-9~~During ~~Table~~the year ended December 31, 2021, a former related party advanced $155, and the Company repaid $17 of ~~Contents~~advances.

	December 31,			December 31,
	2021			2020
Net loss for the year	$	(79,075	)	$	(193,622	)
Effective Tax rate		21	%		21	%
Tax Recovery		(16,606	)		(40,661	)
Less: Valuation Allowance		16,606			40,661
Net deferred asset	$	-		$	-

Net deferred tax assets consist of the following components as of December 31, 2021 and 2020:

	As of
	December 31,
	2021			2020
Net operating loss carryforward	$	57,267		$	40,661
Less: Valuation Allowance		(57,267	)		(40,661	)
Net deferred asset	$	-		$	-

As of December 31, 2021, the Company had approximately $272,697 of net operating losses (“NOLs”), generated from April 22, 2020 (inception) to December 31, 2021, carried forward to offset taxable income in future years.

A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of December 31, 2021, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. No interest and penalties have been recognized by us to date. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%. Tax returns for the period ended 2020 forward are subject to review by the tax authorities.

NOTE 4 - RELATED PARTY CONSIDERATIONS

During the year ended December 31, 2021, and the period from April 22, 2020 (inception) to December 31, 2020, a former related party advanced $155 and $50, and the Company repaid $17 and $160 of advances, respectively.

During the period from April 22, 2020 (inception) to December 31, 2020, in connection with acquisition of subsidiary, the due to former related party of $5,565 was forgiven and recognized as additional paid-in- capital.

During the year ended December 31, 2021, and the period from April 22, 2020 (inception) to December 31, 2020, the Company’s Principal Executive Officer paid $12,547 and $2,500 of operating expenses on behalf of the Company, respectively.

During the year ended December 31, 2021, the Company’s Principal Executive Officer advanced $500 to the Company.

AsDuring ofthe years ended December 31, ~~2021,~~2022 and ~~December 31~~2021, ~~2020,~~ the Company’s ~~was~~Principal ~~obliged~~Executive toOfficer ~~the~~advanced ~~officer, for an unsecured, noninterest bearing demand loan balance of~~ $~~15,685~~0 and $2,500 to the Company, respectively.

~~NOTE~~During 5the -years ~~STOCKHOLDERS~~ended December 31, 2022 and 2021, the Company’s ~~EQUITY~~Principal Executive Officer paid $313 and $12,547 of operating expenses on behalf of the Company, respectively.

As of December 31, 2022, and 2021, the Company was obliged to the Company’s Principal Executive Officer, for an unsecured, non-interest-bearing demand loan with a balance of $15,998 and $15,685, respectively.

NOTE 4 - STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 10,000,000 shares of preferred ~~shares~~stock with a par value of $0.001 per share. The ~~Board~~board of ~~Directors~~directors is authorized to divide the authorized shares of ~~Preferred~~preferred ~~Stock~~stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

As of December 31, ~~2021~~2022, and ~~2020~~2021, the Company had no shares of ~~Preferred~~preferred ~~Stock~~stock issued and outstanding.

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Common Stock

The Company has authorized 150,000,000 shares of common ~~shares~~stock with a par value of $0.001 per share. Each share of common ~~share~~stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the ~~period~~year ~~from~~ended ~~April~~December 2231, ~~2020~~2021, ~~(Inception)~~the toCompany ~~December~~had ~~31,~~subscriptions ~~2020~~received of $270,750 ~~the~~in ~~Company~~cash ~~issued~~for 541,500 shares at $0.50 of common ~~shares~~stock asto ~~follows:~~be issued.

	·	78,000,000 shares of commons stock for the acquisition of DB.
	·	40,000 shares of common stock for $10,000.

During the year ended December 31, 2022, the Company issued 541,500 shares of common stock related to subscriptions of $270,750 in cash during year ended December 31, 2021.

~~During~~As ~~the~~at ~~year ended~~ December 31, 2022 and 2021, ~~there~~the ~~were~~Company nohad 100,617,900 and 100,076,400 shares of common stock issued and outstanding, respectively.

AsF-9 atTable ~~December 31, 2021 and 2020, the Company had 100,076,400 shares~~ of ~~common stock issued and outstanding.~~Contents

NOTE 65 –- ~~SUBSCRIPTIONS~~INCOME ~~RECEIVED – SHARES TO BE ISSUED~~TAXES

~~During~~The ~~the~~Company ~~year~~provides ~~ended~~for ~~December~~income ~~31,~~taxes ~~2021~~under ASC 740, “Income Taxes.” Under the ~~Company~~asset ~~had~~and ~~subscriptions~~liability ~~received~~method of ~~$270~~ASC 740,~~750~~ ~~for~~deferred ~~541,500~~tax ~~shares~~assets atand ~~$0.50~~liabilities are recorded based on the differences between the financial statement and tax basis of ~~common~~assets ~~stock~~and liabilities and the tax rates in effect when these differences are expected to bereverse. ~~issued~~A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

AsThe components of ~~December~~the ~~31,~~Company’s ~~2021,~~deferred ~~the~~tax ~~541,500~~asset ~~shares~~and reconciliation of ~~common~~income ~~stock~~taxes ~~were~~computed ~~not~~at ~~yet~~the ~~issued,~~statutory ~~and~~rate to the ~~Company~~income tax amount recorded ~~$270~~as of December 31,~~750~~ as2022, ~~common~~and ~~stock~~2021 toare beas ~~issued.~~follows:

NOTE 7 - SUBSEQUENT EVENTS

	December 31,			December 31,
	2022			2021
Net loss for the year	$	(118,770	)	$	(79,075	)
Effective Tax rate		21	%		21	%
Tax Recovery		(24,942	)		(16,606	)
Less: Valuation Allowance		24,942			16,606
Net deferred asset	$	-		$	-

~~Management~~Net ~~has~~deferred ~~evaluated~~tax ~~subsequent~~assets ~~events~~consist ~~through~~of the ~~date~~following ofcomponents ~~filling~~as ~~these~~of ~~condensed~~December ~~consolidated~~31, ~~financial~~2022 ~~statements~~and ~~were available to be issued.~~2021:

In February of 2022, the Company issued the 541,500 shares of common stock to unaffiliated investors recorded in Subscription Received - shares to be issued at $0.50 per share for proceeds of $270,750.

	As of
	December 31,
	2022			2021
Net operating loss carryforward	$	82,209		$	57,267
Less: Valuation Allowance		(82,209	)		(57,267	)
Net deferred asset	$	-		$	-

~~F-11~~As ~~Table~~of December 31, 2022, the Company had approximately $391,546 of ~~Contents~~net operating losses (“NOLs”), generated from April 22, 2020 (inception) to December 31, 2022, carried forward to offset taxable income in future years.

A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of December 31, 2022, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. No interest and penalties have been recognized by us to date. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%. Tax returns for the period ended 2020 forward are subject to review by the tax authorities.

NOTE 6 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

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Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

OnNot ~~September 15, 2021, the Company engaged BF Borgers CPA PC as its certified public accounting firm~~applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Management, our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, ~~2021~~2022. “Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of December 31, ~~2021~~2022 at the reasonable assurance level.

We did not have sufficient skilled accounting personnel that are qualified as certified public accountants. The Company’s sole officer has little or limited experience with U.S. GAAP and he is not a certified public accountant.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2021~~2022 based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, our management has concluded that its internal control over financial reporting was ineffective as of December 31, ~~2021~~2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

17 Table of Contents

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified during the fourth quarter ended December, 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Item 9B. Other Information.

None.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth information regarding our current directors and executive officers:

Name		Age		Position
Breyon Prescot		4950		President, Chief Executive Officer and Director

Our directors hold office until the next annual meeting of shareholders of the Company and until their successors have been elected and qualified. Our officers are elected by and serve at the discretion of the board of directors.

Biographies

Mr. Prescott, age 4950, a Grammy Award Winner, has had an extensive and prolific career in the music and entertainment industries. Mr. Prescott has worked with Dr. Dre, Drake, Lil Wayne and Alicia Keys. He partnered with Clive Davis, former Chairman of Arista and J records. Mr. Prescott signed Jamie Foxx and managed his music career, leading Foxx to an Oscar, Golden Globe and Grammy. Since 2015 Mr. Prescott has served as President of A/R Urban Music of Epic Records where he houses his Chameleon Entertainment imprint. In 2015, L. A. Reid appointed Mr. Prescott President of Urban Music at Epic Records, where he signed Rick Ross, French Montana and helped DJ Khalid along with other top hip hop influencers. His contributions have led to more than $100 million in revenues for major record companies. In addition to holding top positions in entertainment, Mr. Prescott has produced award winning content for film and television, and has managed marketing and branding campaigns for athletes, among these a multi-million dollar signature shoe deal with Reebok for NBA All-Star, Baron Davis. Mr. Prescott graduated from Clark Atlanta University with a degree in Political Science in 1996.

We believe that Mr. Prescott’s extensive background in music and entertainment qualifies him to be on our board of directors.

Composition of our Board of Directors

Our board of directors currently consists of one member. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation or removal.

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Committees of the Board of Directors

We do not currently have any committees.

Involvement in Legal Proceedings

WeThere ~~are~~is ~~not~~no ~~aware~~pending oflitigation ~~any~~to ofwhich ~~our~~the ~~directors~~Company oris ~~officers~~presently ~~being~~a ~~involved~~party inor ~~any~~to ~~legal~~which ~~proceedings in~~ the ~~past~~Company’s ~~ten~~property ~~years~~is ~~relating~~subject ~~to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic~~ and ~~other~~management ~~minor~~is ~~offenses)~~not oraware ~~being~~of ~~subject to~~ any oflitigation ~~the~~which ~~items~~may ~~set~~arise ~~forth~~in ~~under~~the ~~Item 401(f) of Regulation S-K~~future.

Delinquent Section 16(a) Reports

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.

ITEM 11. EXECUTIVE COMPENSATION

Our ~~Board~~board of ~~Directors~~directors determines the compensation paid to our executive officers based upon the years of service to us, whether services are provided on a full time basis and the experience and level of skill required. In addition, we may award our officers and directors shares of common stock as non-cash compensation as determined by the ~~Board~~board of ~~Directors~~directors from time to time. The Board of Directors will base its decision to grant common stock as compensation on the level of skill required to perform the services rendered and time committed to providing services to us.

The following table shows for the fiscal years ended December 31, ~~2021~~2022 and ~~2020~~2021 compensation awarded to, be paid to or earned by the Company to our named executive officers:

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SUMMARY COMPENSATION TABLE

The following table shows the compensation awarded to, earned by or paid to our Chief Executive Officer (the “Named Executive Officer”). No other executive officer received compensation in excess of $100,000 during the year ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021.

Name and Principal Position	Year	Salary($)		Bonus($)		StockAwards($)		OptionAwards($)		Non-EquityIncentivePlanCompensa-tion($)		Non-qualifiedDeferredCompensationEarnings($)		All OtherCompensa-tion($)		Total ($)
Breyon Prescott,	~~2021~~2022		-		-		-		-		-		-		-		-
Chief Executive Officer, President and Director	2020		-		-		-		-		-		-		-		-
(Chief Executive Officer, President and Director)	2021		-		-		-		-		-		-		-		-
Kenneth T. Moore(1)	2021		-		-		-		-		-		-		-		-
	2020		-		-		-		-		-		-		-		-

______________

(1) Mr. Moore was the principal executive officer of the Company until July 23, 2020.

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Employment Agreements

The Company does not have any employment agreements with its executive officers.

Change-in-Control Agreements

The Company does not have any change-in-control agreements with its executive officers.

Outstanding Equity Awards

There were no outstanding equity awards made to our Named Executive Officer as of December 31, ~~2021~~2022.

Compensation of Directors

During the year ended December 31, ~~2021~~2022, no compensation has been paid to our directors in consideration for their services rendered in their capacities as directors.

Employee Benefit Plans

The Company currently has no employee benefit plans.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of ~~July ☑~~March__, ~~2022~~2023, the number shares of common stock beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock; (ii) the Named Executive Officer; and (iii) all officers and directors as a group. Information relating to beneficial ownership of ~~Common~~common ~~Stock~~stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned. Unless otherwise indicated, the business address of each such person is c/o Glacier Worldwide, Inc., 10390 Santa Monica Blvd., Los Angeles, CA 90025.

Name and Address of Beneficial Owner	Amount of Shares Beneficially Owned		Percentage of Beneficial Ownership
Breyon Prescott		78,000,000		78	%
All executive officers and directors as a group (1 person)		78,000,000		78	%
Other 5% Holders

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Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Beneficial Ownership
Breyon Prescott		78,000,000		78	%

All executive officers and directors as a group (1 person)		78,000,000		78	%
Other 5% Holders

During the ~~period for the fiscal~~ year ended December 31, 2021, ~~the~~a former related party advanced $155 ~~and $50~~, and the Company repaid $17 ~~and $160~~ of ~~advances,~~the ~~respectively~~advance.

During the year ended December 31, 2021, the Company’s Principal Executive Officer ~~paid $12,547 of operating and marketing expenses on behalf of the Company and~~ advanced $500 to the Company. ~~As of December 31, 2021, the Company was obliged to the officer, for an unsecured, non-interest -bearing demand loan a balance of $15,685.~~

21During ~~Table~~the ofyears ~~Contents~~ended December 31, 2022 and 2021, the Company’s Principal Executive Officer advanced $0 and $500 to the Company, respectively.

During the years ended December 31, 2022 and 2021, the Company’s Principal Executive Officer paid $313 and $12,547 of operating expenses on behalf of the Company, respectively.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth fees billed, or expected to be billed, to us by our independent registered public accounting firm for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements; (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as “audit fees;” (iii) services rendered in connection with tax preparation, compliance, advice and assistance; and (iv) all other services:

	December 31, 2021		December 31, 2020
	December 31, 2022		December 31, 2021
Audit Fees	~~14,000~~$	14,500	~~10,800~~$	14,000
Audit-Related Fees	$	-	$	-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	14,~~000~~500	$	1014,~~800~~000

Audit Fees. Consists of fees for professional services rendered for the audit of our annual financial statements included in our Annual Report on Forms 10-K for our fiscal years ended December 31, ~~2021~~2022 and ~~2020~~2021 and reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q.

Audit-Related Fees. Consists of fees for assurance and related services that are reasonably related to the audit. This category includes fees related to assistance consulting on financial accounting/reporting standards.

Tax Fees. Consists of amounts billed for professional services rendered for tax return preparation, tax planning, and tax advice.

All Other Fees. Consists of amounts billed for services other than those noted above.

Administration of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services

We have not yet established an audit committee. Until then, there are no formal pre-approval policies and procedures. Nonetheless, the auditors engaged for these services are required to provide and uphold estimates for the cost of services to be rendered. The percentage of hours expended on BFB's respective engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.

Exhibit No.		Description
21.1*		List of Subsidiaries
31.1*		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104*		Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

		*Furnished herewith.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

	Glacier Worldwide, Inc.
Dated: August 9, 2022	By:	/s/ Breyon Prescott
Dated: March 29, 2023	By:	/s/ Breyon Prescott
		Breyon PrescottChief Executive Officer and President(Principal Executive Officer)

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.

Name	Title	Date
/s/ Breyon Prescott	Chief Executive Officer, President and Director	~~August~~March 929, ~~2022~~2023
Breyon Prescott	(Principal Executive Officer)

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