0001004878-21-000059.txt : 20210813
0001004878-21-000059.hdr.sgml : 20210813
20210813143914
ACCESSION NUMBER: 0001004878-21-000059
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20201231
FILED AS OF DATE: 20210813
DATE AS OF CHANGE: 20210813
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Blue Line Protection Group, Inc.
CENTRAL INDEX KEY: 0001416697
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900]
IRS NUMBER: 205543728
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-52942
FILM NUMBER: 211171541
BUSINESS ADDRESS:
STREET 1: 5765 LOGAN STREET
CITY: DENVER
STATE: CO
ZIP: 80216
BUSINESS PHONE: 800-844-5576
MAIL ADDRESS:
STREET 1: 5765 LOGAN STREET
CITY: DENVER
STATE: CO
ZIP: 80216
FORMER COMPANY:
FORMER CONFORMED NAME: Engraving Masters, Inc.
DATE OF NAME CHANGE: 20071129
FORMER COMPANY:
FORMER CONFORMED NAME: Engraving Master Inc
DATE OF NAME CHANGE: 20071029
10-K/A
1
dec10kamd8-21.txt
JUNE 2021 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Fiscal Year Ended December 31, 2020
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from __________ to _______
Commission File Number: 000-52942
BLUE LINE PROTECTION GROUP, INC.
--------------------------------
(Name of small business issuer in its charter)
Nevada 20-5543728
-------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
5765 Logan Street
Denver, CO 80216
-------------------------------------------------------------------------------
(Address of principal executive (Zip code)
offices)
Registrant's telephone number: (800) 844-5576
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which
registered
---------------------- ------------------ -----------------------------------
None None None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
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 [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicated by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (ss. 232.405 of this chapter) during the preceding 12
months (or such shorter period that the registrant was required to submit and
post such files) Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] Smaller reporting company [X]
Emerging growth company [ ]
If an emerging growth company, indicate by checkmark 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. Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
The aggregate market value of the voting and non-voting stock held by
non-affiliates of the registrant as of June 30, 2020 was approximately $407,000.
As of May 14, 2021 the registrant had 848,357,428 outstanding shares of common
stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
The purpose of this amendment is to amend Item 13 of the 10-K report for the
year ended December 31, 2020.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
In November 2015, the Company entered into an arrangement with a related party,
whereby the Company borrowed $25,000 in Convertible Notes. The Convertible Note
bears interest at a rate of 5% per annum and payable quarterly in arrears and
matures twelve months from the date of issuance, and is convertible into shares
of the Company's common stock at a per share conversion price equal to $0.025.
The note was due on November 4, 2016. In December 2015 the lender loaned the
Company an additional $20,000 with same terms except that it is payable upon
demand. As of December 31, 2020 and December 31, 2019, the Company owed a total
of $45,000 and $45,000, respectively. The holder of the note has agreed to
extend the default date of the note to September 30, 2018. As of December 31,
2019 the note was currently in default.
In July 2015, the Company entered into an arrangement with a related party,
whereby the Company could borrow up to $500,000 in Convertible Notes. The
Convertible Note bears interest at a rate of 5% per annum and payable quarterly
in arrears and matures twelve months from the date of issuance, and is
convertible into shares of the Company's common stock at a per share conversion
price equal to $0.025. Upon the occurrence and during the continuation of an
event of default, the holder may require the Company to redeem all or any
portion of this Note in cash at a price equal to 150% of the principal amount.
During the year ended December 31, 2017, the Company borrowed an additional
$430,000. As of December 31, 2020 and December 31, 2019, the Company owed a
total of $500,000 and $1,103,000, respectively. Since the debt holder has not
elect the right to require the Company to redeem the note at a price equal to
150% of the principal amount, the terms stated prior to maturity are still in
effect. The holder has waived the default term and the note is not considered to
be in default as of December 31, 2019.
During October 2015, the Company borrowed $30,000 from an entity controlled by
an officer of the Company. The loan is due and payable on demand and is
non-interest bearing. During the year ended December 31, 2017, the Company
repaid $121,500 and borrowed an additional $184,500 from the same related party.
As of December 31, 2020 the principal balance outstanding is $30,000.
On July 7, 2016, the Company borrowed $73,000 from a related party. The loan was
due and payable on July 7, 2017 and bore interest at 5% per annum. The principal
balance owed on this loan at June 30, 2019 and December 31, 2018 was $73,000 and
$73,000, respectively. The holder of the note has agreed to extend the default
date of the note to September 30, 2018. As of and December 31, 2020 and December
31, 2019 the note is currently in default.
On August 8, 2016, the Company entered into a promissory note with Hypur Inc., a
Nevada Corporation which is a related party pursuant to which the Company to
borrow $52,000. If an Event of Default remains uncured after 30 days Holder has
the option to convert the outstanding principal balance and any accrued but
unpaid interest, into unrestricted $0.001 par value common stock of the Borrower
The loan was due and payable on August 10, 2017 and bore interest at 18% per
annum. The principal balance owed on this loan at June 30, 2019 and December 31,
2018 was $52,000 and $52,000, respectively. The Note is currently in default at
bears a default rate of interest of 24% per annum as part of the default terms
of this note. On October 1, 2017, it was determined this note had derivative.
Upon default, if the default has not been remedied within 30 days, the
redemption price would be 150% of the principal amount. The notes were in
default as of December 31, 2019, but the holder has agreed to waive the 150%
redemption price default term.
On September 20, 2016, the Company borrowed $47,500 from Hypur Inc., which is a
related party. The loan is due and payable on December 20, 2016 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. The principal balance owed on this loan at September 30, 2019 and
December 31, 2018 was $47,500 and $47,500, respectively. The loan is currently
past due and in default. The Note is currently in default at bears a default
rate of interest of 24% per annum as part of the default terms of this note. On
October 1, 2017 it was determined this note had derivative. Upon default, and if
the default has not been remedied within 30 days, the redemption price would be
150% of the principal amount. The notes are in default as of December 31, 2019,
but the holder has agreed to waive the 150% redemption price default term.
On September 20, 2016, the Company borrowed $47,500 from Hypur Inc., which is a
related party. The loan is due and payable on December 20, 2016 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. The principal balance owed on this loan at September 30, 2019 and
December 31, 2018 was $47,500 and $47,500, respectively. The loan is currently
past due and in default. The Note is currently in default at bears a default
rate of interest of 24% per annum as part of the default terms of this note. On
October 1, 2017 it was determined this note had derivative. Upon default, and if
the default has not been remedied within 30 days, the redemption price would be
150% of the principal amount. The notes are in default as of December 31, 2019,
but the holder has agreed to waive the 150% redemption price default term.
On October 29, 2018, the Company borrowed $100,000 from Hypur Inc., which is a
related party. The loan is due and payable on January 28, 2019 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. Upon default the note bears a default rate of interest of 24% per
annum as part of the default terms of this note. The principal balance owed on
this loan at June 30, 2019 and December 31, 2018 was $100,000 and $100,000,
respectively. The note was discounted for a derivative (see note 8 for details)
and the discount of $89,350 is being amortized over the life of the note using
the effective interest method resulting in $89,350 of interest expense for the
year ended December 31, 2019. As of December 31, 2020 the note is currently in
default.
On November 21, 2018, the Company borrowed $70,000 from Hypur Inc., which is a
related party. The loan is due and payable on February 19, 2019 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. Upon default the note bears a default rate of interest of 24% per
annum as part of the default terms of this note. The principal balance owed on
this loan at September 30, 2019 and December 31, 2018 was $70,000 and $70,000,
respectively. The note was discounted for a derivative (see note 8 for details)
and the discount of $55,830 is being amortized over the life of the note using
the effective interest method resulting in $55,830 of interest expense for the
year ended December 31, 2019. As of December 31, 2020 the note is currently in
default.
On November 26, 2018, the Company borrowed $75,000 from Hypur Inc., which is a
related party. The loan is due and payable on February 24, 2019 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. Upon default the note bears a default rate of interest of 24% per
annum as part of the default terms of this note. The principal balance owed on
this loan at September 30, 2019 and December 31, 2018 was $75,000 and $75.000,
respectively. The note was discounted for a derivative (see note 8 for details)
and the discount of $58,913 is being amortized over the life of the note using
the effective interest method resulting in $58,913 of interest expense for the
year ended nine December 31, 2019. As of December 31, 2020 the Note is currently
in default.
On May 10, 2019, the Company borrowed $75,000 from Hypur Inc., which is a
related party. The loan is due and payable on May 12, 2020 and bears interest at
18% per annum. If an Event of Default remains uncured after 30 days Holder has
the option to convert the outstanding principal balance and any accrued but
unpaid interest, into unrestricted $0.001 par value common stock of the
Borrower. Upon default the note bears a default rate of interest of 24% per
annum as part of the default terms of this note. The principal balance owed on
this loan at December 31, 2020 was $75,000.
On September 3, 2019, the Company borrowed $21,000 from Hypur Inc., which is a
related party. The loan is due and payable on December 3, 2019 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. Upon default the note bears a default rate of interest of 24% per
annum as part of the default terms of this note. The principal balance owed on
this loan at December 31, 2020 was $21,000.
May 26, 2017, the Company borrowed $100,000 from CGDK, a related party. The loan
is due 360 days from May 26, 2017 and bears interest at 5% per annum. The loan
is convertible into shares of the Company's common stock at a price of $.025 per
share. The loan will automatically convert into shares of the Company's common
stock if the price of the Company's common stock is over $.25 per share during
any ten-day period. The principal balance owed on this loan at December 31, 2019
and December 31, 2018 was $100,000 and $100,000, respectively. As of December
31, 2020 and December 31, 2019 the note is currently in default.
On July 13, 2017, the Company borrowed $150,000 from CGDK, a related party. The
loan is due 360 days from July 13, 2017, and bears interest at 5% per annum. The
loan is convertible into shares of the Company's common stock at a price of $.05
per share. The loan will automatically convert into shares of the Company's
common stock if the price of the Company's common stock is over $.25 per share
during any ten-day period. The principal balance owed on this loan at December
31, 2020 and December 31, 2019 was $150,000. The conversion feature has been
waved through October 15, 2019. As of December 31, 2020 and December 31, 2019,
the note is currently in default.
On April 13, 2018, the Company borrowed $130,000 from CGDK, a related party. The
loan is due 360 days from April 13, 2018, bears interest at 12% per annum. The
loan is convertible into shares of the Company's common stock at a price of $.05
per share. The loan will automatically convert into shares of the Company's
common stock if the price of the Company's common stock is over $.25 per share
during any ten-day period. The Company recorded a discount of $101,272 due to
derivative. The Company amortized $72,694 in debt discounts during the year
ended December 31, 2018. The Company amortized $27,560 in debt discounts during
the nine months ended September 30, 2019. The principal balance owed on this
loan at December 31, 2020 and December 31, 2019 is $130,000 and $130,000,
respectively. On November 5, 2019 CGDK waived the default provision until April
13, 2020.
On June 14, 2018, the Company issued a $30,217 promissory note to CGDK, a
related party, for previous expenses paid on behalf of the Company. The loan is
due 360 days from June 18, 2018, bears interest at 12% per annum. The loan is
convertible into shares of the Company's common stock at a price of $.05 per
share. The loan will automatically convert into shares of the Company's common
stock if the price of the Company's common stock is over $.25 per share during
any ten-day period. The Company recorded a debt discount of $10,292 due to
derivative. During the year ended December 31, 2018 the Company amortized $5,639
of the discount. The Company amortized $3,697 in debt discounts during the nine
months ended December 31, 2019. The principal balance owed on this loan at
December 31, 2020 and December 31, 2020 is $30,217 and $30,217, respectively. On
November 5, 2019 CGDK waived the default provision until June 14, 2020.
On July 2, 2018, the Company borrowed $150,000 from CGDK, a related party. The
loan is due July 2, 2019 and bears interest at 12% per annum. The loan is
convertible into shares of the Company's common stock at a price of $.05 per
share. The loan will automatically convert into shares of the Company's common
stock if the price of the Company's common stock is over $.10 per share during
any ten-day period or the trading volume of the Company's common stock during
these ten trading days was at least 2,500,000 shares. The Company recorded a
debt discount of $19,779 due to derivative. During the year ended December 31,
2018 the Company amortized $9,862 of the discount. The Company amortized $7,390
in debt discounts during the year ended December 31, 2019. The principal balance
owed on this loan at December 31, 2019 and December 31, 2018 is $150,000 and
$150,000, respectively. On November 5, 2019 CGDK waived the default provision
until July 2, 2020.
On August 6, 2018, the Company borrowed $150,000 from CGDK, a related party. The
loan is due July 2, 2019 and bears interest at 12% per annum. The loan is
convertible into shares of the Company's common stock at a price of $.05 per
share. The loan will automatically convert into shares of the Company's common
stock if the price of the Company's common stock is over $.10 per share during
any ten-day period or the trading volume of the Company's common stock during
these ten trading days was at least 2,500,000 shares. The Company recorded a
debt discount of $20,095 due to derivative. During the year ended December 31,
2018 the Company amortized $8,093 of the discount. The Company amortized $7,793
in debt discounts during the year ended December 31, 2019. The principal balance
owed on this loan at December 31, 2019 and December 31, 2018 is $150,000 and
$150,000, respectively. On November 5, 2019 CGDK waived the default provision
until August 6, 2020.
During the years ended December 31, 2019 and 2020 the Company paid UBIX Global,
Inc., a related party, $16,000 and $127,500 respectively for consulting services
provided by UBIX. Christopher Galvin, a director of the Company, is a
controlling person of UBIX.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Name and/or Identification of Exhibit
--------- --------------------------------------------------------------------
3 Articles of Incorporation & By-Laws
(a) Articles of Incorporation (1)
(b) By-Laws (1)
31 Rule 13a-14(a)/15d-14(a) Certifications
32 Certification under Section 906 of the Sarbanes-Oxley Act (18
U.S.C. Section 1350)
(1)Incorporated by reference to the Registration Statement on Form 10-SB,
previously filed with the SEC on November 28, 2007.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.
BLUE LINE PROTECTION GROUP, INC.
August 12, 2021 By: /s/ Evan DeVoe
-------------------------------------
Evan DeVoe, Principal Executive
Officer
In accordance with the requirements of the Securities Act of 1933, this Annual
Report was signed by the following persons in the capacities and on the dates
stated:
Signature Title Date
-------------------------- ----------------------------------------------------
/s/ Evan DeVoe Principal Executive, Financial August 12, 2021
-------------------------- and Accounting Officer and
Evan DeVoe a Director
August __, 2021
-------------------------- Director
Christopher Galvin
/s/ Daniel Allen Director August 12, 2021
--------------------------
Daniel Allen
/s/ Doyle Knudson Director August 12, 2021
--------------------------
Doyle Knudson
EX-31
2
exh31.110ka8-21.txt
CERT.
Exhibit 31.1
CERTIFICATIONS
I, Evan DeVoe, certify that:
1. I have reviewed this annual report on Form 10-K/A of Blue Line Protection
Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) designed such internal control over financial reporting, or cause such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of the internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have significant role in the registrant's internal control
over financial reporting.
August 13, 2021
/s/ Evan DeVoe
----------------------------------------
Evan DeVoe, Principal Executive Officer
EX-31
3
exh31.210ka8-21.txt
CERT.
Exhibit 31.2
CERTIFICATIONS
I, Evan DeVoe, certify that:
1. I have reviewed this annual report on Form 10-K/A of Blue Line Protection
Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) designed such internal control over financial reporting, or cause such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of the internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have significant role in the registrant's internal control
over financial reporting.
August 13, 2021
/s/ Evan DeVoe
----------------------------------------
Evan DeVoe, Principal Financial Officer
EX-32
4
exh3210ka8-21.txt
CERT.
Exhibit 32
In connection with the Annual Report of Blue Line Protection Group, Inc.
(the "Company") on Form 10-K/A for the period ending December 31, 2020 as filed
with the Securities and Exchange Commission (the "Report"), Evan DeVoe, the
Company's Principal Executive and Financial Officer, certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of their knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of the Company.
August 13, 2021
/s/ Evan DeVoe
----------------------------------------
Evan DeVoe, Principal Executive and
Financial Officer