0001663577-18-000424.txt : 20180921 0001663577-18-000424.hdr.sgml : 20180921 20180921172449 ACCESSION NUMBER: 0001663577-18-000424 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 42 CONFORMED PERIOD OF REPORT: 20180731 FILED AS OF DATE: 20180921 DATE AS OF CHANGE: 20180921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Drone Guarder, Inc. CENTRAL INDEX KEY: 0001574863 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 392079422 STATE OF INCORPORATION: NV FISCAL YEAR END: 0118 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-55766 FILM NUMBER: 181082231 BUSINESS ADDRESS: STREET 1: 86-90 PAUL STREET CITY: LONDON STATE: X0 ZIP: EC2A 4NE BUSINESS PHONE: 44 203 319 5059 MAIL ADDRESS: STREET 1: 86-90 PAUL STREET CITY: LONDON STATE: X0 ZIP: EC2A 4NE FORMER COMPANY: FORMER CONFORMED NAME: Vopia, Inc. DATE OF NAME CHANGE: 20140828 FORMER COMPANY: FORMER CONFORMED NAME: Blue Fashion Corp. DATE OF NAME CHANGE: 20130419 10-Q 1 mainbody.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

	For the quarterly period ended July 31, 2018

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

	For the transition period from to __________

	Commission File Number: 000-55766

Drone Guarder, Inc.

(Exact name of registrant as specified in its charter)

Nevada	39-2079422
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

86-90 Paul Street

London, EC2A 4NE

(Address of principal executive offices)

415-835-9463

(Registrant’s telephone number)

___________________

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

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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.

☐ Large accelerated filer	☐ Accelerated filer
☐ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 136,550,000 as of September 18, 2018

Table of Contents

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4:	Controls and Procedures	6

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	8
Item 1A:	Risk Factors	8
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3:	Defaults Upon Senior Securities	8
Item 4:	Mine Safety Disclosure	8
Item 5:	Other Information	8
Item 6:	Exhibits	8

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our condensed financial statements included in this Form 10-Q are as follows:

F-1	Condensed Balance Sheets as of July 31, 2018 (unaudited) and January 31, 2018 (audited);
F-2	Condensed Statements of Operations for the three and six months ended July 31, 2018 and 2017 (unaudited);
F-3	Condensed Statements of Cash Flows for the six months ended July 31, 2018 and 2017 (unaudited); and
F-4	Notes to Condensed Financial Statements.

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended July 31, 2018 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

BALANCE SHEETS

	July 31, 2018			January 31, 2018
ASSETS
Current Assets
Cash and cash equivalents	$	112,044		$	19,525
Prepaid expenses		188,754
Total Current Assets		300,798			19,525

Fixed Assets
Furniture and Equipment		1,050			1,050
Accumulated Depreciation		(1,050	)		(1,040)
Total Fixed Assets		—			10

Investment in intellectual property		90,222			78,123


Total Assets	$	391,020		$	97,658


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Liabilities
Current Liabilities
Accrued expenses	$	27,921		$	33,016
Accrued expense-related party		—			333,333
Accrued interest		72,621			28,756
Convertible note payable, net of debt discount and deferred financing costs of $358,263 (January 31, 2018- $ 112,500)		441,557			112,500
Promissory notes payable		192,500			192,500
Advances from related party		18,000			18,000
Due to shareholder		2,308			2,308
Derivative Liability		694,997			85,560

Total Liabilities		1,449,904			805,973

Stockholders’ Equity (Deficiency)
Common stock, par value $0.001; 250,000,000 shares authorized, 134,100,000 (January 31, 2018 – 133,400,000) shares issued and outstanding		134,100			133,400
Series A Preferred Stock		1,000			—
Additional paid in capital		653,603			130,123
Deficit accumulated		(1,847,587	)		(971,838)
Total Stockholders’ Equity (Deficiency)		(1,058,884	)		(708,315)

Total Liabilities and Stockholders’ Equity	$	391,020		$	97,658

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

F-1

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DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

STATEMENTS OF OPERATIONS

	Three months Ended July 31, 2018			Three months Ended July 31, 2017			Six months Ended July 31, 2018			Six months Ended July 31, 2017

REVENUES	$	—		$	—		$	—		$	—

OPERATING EXPENSES
Depreciation Expense		—			52			10			104
General and administrative		24,830			3,219			51,330			10,489
Bank fees		540,			530			1,380			720
Consulting fees		62,050			1,200			64,050			3,200
Management compensation		38,000			26,900			222,667			26,900
Website		—			—			164			—
Professional fees		20,463			11,007			35,009			42,862

TOTAL OPERATING EXPENSES		145,883			42,908			374,610			84,275

LOSS FROM OPERATIONS		(145,883	)		(42,908	)		(374,610	)		(84,275)

OTHER INCOME (EXPENSE)
Interest Expense		(24,386	)		(3,953	)		(43,865	)		(6,826)
Amortization of debt discount		(197,694	)		—			(378,569	)		—
Amortization of deferred financing		(23,371	)					(40,268	)
Change in derivative liability		(1,930	)		—			(38,437	)		—
TOTAL OTHER INCOME (EXPENSE)		(247,381	)		(3,953	)		(501,139	)		(6,826)

PROVISION FOR INCOME TAXES		—			—			—			—

NET INCOME (LOSS)	$	(393,264	)	$	(46,861	)	$	(875,749	)	$	(91,101)

NET LOSS PER SHARE: BASIC AND DILUTED		*			*			*			*

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (as adjusted for 20-1 forward stocks split)		133,633,333			132,900,000			133,516,666			132,900,000

* Less than $0.00 per share

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

F-2

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DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

STATEMENTS OF CASH FLOWS

	Six months Ended July 31, 2018			Six months Ended July 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(875,749	)	$	(91,101)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation Expense		10			104
Stock based compensation		166,667
Amortization of debt discount		378,569			—
Amortization of deferred financing costs		40,268
Change in derivative liability		38,437			—
Changes in assets and liabilities:
Increase (decrease) in accrued expenses		(5,095	)		(10,554)
Increase in accrued interest		43,865			6,825
Increase in prepaid expenses		(188,754	)		—

CASH FLOWS USED IN OPERATING ACTIVITIES		(361,782	)		(94,726)
					—
CASH FLOWS FROM INVESTING ACTIVITIES					—
Investment in intellectual property		(12,099	)		(23,000)
CASH FLOWS USED BY INVESTING ACTIVITIES		(12,099	)		(23,000)
					—
CASH FLOWS FROM FINANCING ACTIVITIES
Deferred financing costs		(75,600	)
Proceeds from convertible note payable		580,000			—
Proceeds from promissory note payable		—			115,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		504,400			115,000

NET INCREASE (DECREASE) IN CASH		90,519			(2,726)
Cash, beginning of period		19,525			2,726
Cash, end of period	$	53,425		$	—

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

NON CASH TRANSACTIONS:
Shares issued for debt	$	5,180	$	—
Income taxes paid	$	—	$	—

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

F-3

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DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2018

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Drone Guarder, Inc. (Formerly Vopia, Inc.) was incorporated as Blue Fashion Corp. under the laws of the State of Nevada on May 14, 2012. The Company is an early stage security and surveillance company focusing on commercializing a drone enhanced home security system as a turnkey solution. On August 5, 2014, the Company changed its name to Vopia, Inc. On March 24, 2017, the Company changed its name to Drone Guarder, Inc.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements of Drone Guarder, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), . In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the financial statements to be not misleading have been reflected herein.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a January 31 fiscal year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $112,044 and $19,525 of cash as of July 31, 2018 and January 31, 2018, 2017, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

F-4

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DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2018

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Prepaid Expenses

Prepaid expenses of $ 188,754 consists of cash advanced to officers to pay future expenses on behalf of the company, which will occur within a year.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2018.

Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

Drone Guarder, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 3 – INVESTMENT IN INTELLECTUAL PROPERTY

On February 24, 2017, the Company paid $20,000 as an initial payment toward software development related to the Drone Guarder technology. In addition, the Company has paid $ 32,722 in additional software development costs to July 31, 2018. On October 2, 2017, the Company issued 500,000 common shares of capital stock with a deemed value of $ 57,500 for services related to the development of the intellectual property.

NOTE 4 – LOANS FROM DIRECTOR AND SHAREHOLDER

On December 6, 2016, a shareholder paid expenses of $1,963 on behalf of the Company.

During the year ended January 31, 2018 the shareholder paid net expenses of $ 100 that was not reimbursed as of July 31, 2018.

The balance due to the shareholder was $2,308 and $2,208 as of July 31, 2018 and January 31,2018, respectively.

NOTE 5 – ADVANCES FROM RELATED PARTY

On May 14, 2014 the Company received advances from a related party in the amount of $18,000. The advances are unsecured, non-interest bearing, with no specified terms of repayment.

On November 20, 2014 the Company issued a promissory note payable in the amount of $10,000. The note bears interest at 10% per annum and is due on demand. For the year ended January 31, 2015, this note was recorded in error as an advance from related party, when it should have been recorded as a note payable. This has been reclassified on the balance sheet as of July 31, 2018 and January 31, 2018.

The balance as of July 31, 2018 and January 31, 2018 of advances from related party was $18,000 and $18,000, respectively.

F-5

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DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2018

NOTE 6 – NOTES PAYABLE

On June 24, 2015 the Company issued a promissory note payable in the amount of $12,500. The note bears interest at 10% per annum and is due on demand.

On December 10, 2015 the Company issued a promissory note payable in the amount of $15,000. The note bears interest at 10% per annum and is due on demand.

On December 23, 2016 the Company issued a promissory note payable in the amount of $25,000. The note bears interest at 10% per annum and is due on demand.

On February 6, 2017 the Company issued a promissory note payable in the amount of $55,000. The note bears interest at 10% per annum and is due on demand.

On April 19, 2017 the Company issued a promissory note payable in the amount of $20,000. The note bears interest at 10% per annum and is due on demand.

On May 24, 2017 the Company issued a promissory note payable in the amount of $20,000. The note bears interest at 10% per annum and is due on demand.

On July 5, 2017 the Company issued a promissory note payable in the amount of $20,000. The note bears interest at 10% per annum and is due on demand.

On September 18, 2017 the Company issued a promissory note payable in the amount of $15,000. The note bears interest at 10% per annum and is due on demand.

The balance as of July 31, 2018 and January 31, 2018 of notes payable $192,500 and $62,500, respectively.

F-6

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DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2018

NOTE 7 – CONVERTIBLE NOTES PAYABLE

On October 17, 2017, the Company entered into a financing arrangement in the principal amount of $445,000 consisting of a convertible promissory note and warrants to purchase common shares of the company. As of July 31, 2018, the company has borrowed $225,000 of the available balance of $ 445,000. The outstanding principal of the Note bears interest at the rate of 10% per annum and is due July 17, 2018. An original debt discount in the amount of $ 25,000 on the issuance of the note and will be amortized over the life of the note.

The Note is convertible at the option of the holder into common stock of the Company at a conversion price of $0.25 per share. A debt discount related to the fixed rate conversion feature in the amount of $66,442 was recorded and is being amortized over the life of the note. In addition, the holder of the note received warrants to purchase shares of the Company’s common stock equal to $225,000 divided by the market value of the shares on the date the financing arrangement was entered into. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.25, our stock price on the date of grant $.126 expected dividend yield of 0%, expected volatility of 251.50, risk free interest rate of 1.25 for notes payable and 1.97% for warrants and an expected term of 0.75 years for notes payable and 5 years for warrants. .. Upon initial valuation, the derivative liability of $168,573 was recorded as a debt discount which is being amortized over the life of the note payable.

During the period ended July 31, 2018, $112,500 of the debt discount was amortized

On January 17, 2018, the Company issued a convertible note payable the principal amount of $165,0000. principal of the Note bears interest at the rate of 8% per annum and is due January 17, 2019. An original debt discount in the amount of $ 9,000 on the issuance of the note and will be amortized over the life of the note.

The Note is convertible at the option of the holder into common stock of the Company at a conversion price he lesser of the trading price of the the common stock on the trading day prior to the closing date of the note or 50% of the lowest trading or closing bid for the common stock during the 20 trading day period immediately prior to conversion.. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.052, our stock price on the date of grant $.024, expected dividend yield of 0%, expected volatility of 113.400, risk free interest rate of 1.79 for notes payable , and remaining term of 1.00 year. Upon initial valuation, the derivative liability of $156,000 was recorded as a debt discount which is being amortized over the life of the note payable.

On July 27, 2018, the Company issued 700,000 shares of common stock for debt owing of $5,180.

During the period ended July 31, 2018, $89,375 of the debt discount was amortized

On January 22, 2018, the Company issued a convertible note payable the principal amount of $165,0000. principal of the Note bears interest at the rate of 12% per annum and is due October 22, 2018..

The “Conversion Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.037, our stock price on the date of grant $.079, expected dividend yield of 0%, expected volatility of 113.400, risk free interest rate of 1.79 for notes payable , and remaining term of .75 year. . Upon initial valuation, the derivative liability of $165,000 was recorded as a debt discount which is being amortized over the life of the note payable.

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DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2018

NOTE 7 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

During the period ended July 31, 2018, $107,250 of the debt discount was amortized.

On May 8, 2018, the Company issued a convertible note payable the principal amount of $125,0000. principal of the Note bears interest at the rate of 8% per annum and is due January 8, 2019.

The “Conversion Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.024, our stock price on the date of grant $.05, expected dividend yield of 0%, expected volatility of 137.100, risk free interest rate of 2.44 for notes payable , and remaining term of .75 year. . Upon initial valuation, the derivative liability of $125,000 was recorded as a debt discount which is being amortized over the life of the note payable.

During the period ended July 31, 2018, $34,722 of the debt discount was amortized.

On May 10, 2018, the Company issued a convertible note payable the principal amount of $125,0000. principal of the Note bears interest at the rate of 12% per annum and is due January 9, 2019.

The “Conversion Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.024, our stock price on the date of grant $.05, expected dividend yield of 0%, expected volatility of 137.100, risk free interest rate of 2.44 for notes payable , and remaining term of .75 year. . Upon initial valuation, the derivative liability of $125,000 was recorded as a debt discount which is being amortized over the life of the note payable.

During the period ended July 31, 2018, $34,722 of the debt discount was amortized.

On issuance of the notes payable, financing fees of $ 84,600 were deducted from loan proceeds. These have been deferred and are being amortized over the terms of the loans. During the period ended July 31, 2018, $40,268 of the deferred financing costs was amortized.

NOTE 8 – COMMON STOCK

The Company has 250,000,000, $0.001 par value shares of common stock authorized.

Effective September 9, 2014 the Company’s board of directors and majority of its shareholders approved a 20 for 1 forward split of the Company’s common stock.

On October 2, 2017, the Company agreed to issue 500,000 shares of common stock valued at $57,500 for consulting services, which has been capitalized as part of investment in intellectual property.

On July 16, 2018, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 1,000,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 1,000 votes for each share held. Holders of Series A Preferred Stock are entitled to convert each share held for 10 shares of common stock.

On July 16, 2018, we issued to an officer 1,000,000 shares of our newly created Series A Preferred Stock in lieu of the 10,000,000 shares of common stock owed to him under his employment agreement.

On July 27, 2018, the Company issued 700,000 shares of common stock for debt in the amount of $5,180

There were 134,100,000 shares of common stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding as of July 31, 2018.

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DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2018

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Effective May 3, 2017, the Company entered into an employment agreement with its new chief executive officer. Under the agreement, the Company agreed to compensate the officer $36,000 annually and to provide him with 10 million shares of common stock, if the agreement is renewed after the first year. During the year ended January 31, 2018, a pro-rated accrual of $ 333,333 of management compensation was recorded in the financial statements based on the share value of $ 0.052 per share and recorded as accrued expenses-related party. . For the period ended July 31, 2018 an additional accrual of of $ 187,000 of management compensation has been recorded in the financial statements based on the share value of $ 0.052 per share value when the shares were issued. On May 25, 2018, the Company renewed the employment agreement of the officer and the shares were issued.

NOTE 10 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of July 31, 2018. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 11 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to July 31, 2018 through the date these financial statements were issued and has determined that, aside from that set forth below, it does not have any material subsequent events to disclose in these financial statements.

On August 1, 2018, Drone Guarder, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Power Up SPA”) with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up purchased a convertible promissory note evidencing a loan of $153,000. On August 1, 2018, the Company issued Power Up a $153,000 convertible promissory note (the “Power Up Note”). The Power Up Note entitles the holder to 12% interest per annum and matures on May 15, 2019.

Power Up may convert the Power Up Note into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of the Power Up Note, at a price equal to 65% of the lowest two (2) trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note to the extent that such conversion would result in Power Up’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by Power Up and its affiliates. The beneficial ownership limitation may not be waived by Power Up.

Subsequent to July 31, 2018, the company issued 2,450,000 shares of common stock in the company for $ 16,320 of debt.

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We are an early stage security and surveillance company focusing on commercializing a drone enhanced home security system as a turnkey solution. The solution is app-based and includes a drone, infrared camera, and Android mobile app component: once an alarm has been triggered, the DroneGuarder™ will immediately take off from a wireless charging pad. The camera within the drone will record video for a few seconds, process it and then send an alert if a threat is found, which the DroneGuarder™ app sends in the form of a text, image or short recorded video if supported by the GSM network. The DroneGuarder™ can fly for up to 20 minutes, using GPS to navigate in its preprogrammed areas and return back to its charging pad after completing surveillance.

Once an alarm has been triggered the drone will instantly leave its charging pad and fly to the destination where the alarm was activated, or any other predefined destination programmed for the specific alarm. The infrared (IR) camera will recognize any human movement night or day, and stream it directly to the smartphone that is connected to the drone when the app is open and the user is on that screen, recording all activity. On this drone and all drones from DJI, simultaneous action is not possible. The video must end before the phone can do other things. This is because if the video goes into the background, the video will stop and the drone will immediately return. All homes or businesses are great candidates for the drone alarm system as it is compatible with standard surveillance cameras and movement detectors. Each sensors GPS position has been registered in the drone with a smartphone, so it knows exactly where to go.

The solution is expected to come as a packaged solution that can be tailored to fit the requirements of an individual security installation company and will be sold to U.S. based companies that provide security solutions for private homes, gated communities and construction sites. The solution is designed to be flexible enough to integrate into all existing security solutions that a gated community or private home might already have, as well incorporate add-ons with extra features if needed. The targeted markets include the USA, Canada, Europe, South Africa and the Asia-Pacific region.

Our primary revenue model is expected to consist of selling home security systems directly to the clients (e.g. homes, business, or security resellers). We plan to focus on selling to resellers, as it enables the Company to reach the widest customer base for the lowest cost. Our secondary business model is expected to be leasing home security systems for a monthly flat fee and pre-selling discounted first-versions of the product. We plan to develop our own software and acquire the hardware needed from a third party in an attempt to lower expenses.

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We have recently decided to pursue an agreement with a Chinese company to develop our drone hardware. We expect this agreement to be completed in the coming weeks. This will delay our final prototype, but we have completed the AI portion of the system. In addition, our new App is expected to be launched in December 2018.

The App is a key component of our security solution with our proprietary functionality built into the App controlled by a customer’s iPhone or iPad. The performance includes “Patrol” where a customer clicks the Patrol button on the App and the drone autonomously patrols the entire grid of the customer’s property using pre-designated GEO Fencing GPS weigh points that stream a real-time video feed back to the phone or tablet via the App.

Our new App will have a function called “Go Home” where at any time a customer can call the drone back to its home wireless charging base, normally located on the roof of the home or business. Additionally, we have a live weather function on the App and other abilities that are all part of the Drone Guarder App platform.

Results of Operations for the Three and Six Months ended July 31, 2018 and 2017

We have not earned any revenues since our inception on May 14, 2012. We do not expect to generate any revenue until we have successfully marketed and sold our drone security system.

We incurred operating expenses in the amount of $145,883 for the three months ended July 31, 2018, as compared with $42,908 for the same period ended 2017. Our operating expenses for the three months ended July 31, 2018 were mainly attributable to consulting fees of $62,050, management compensation of $38,000, general and administrative expenses of $24,830 and professional fees of 20,463 and whereas our operating expenses for the three months ended July 31, 2017 were mainly attributable to management compensation of $26,900 professional fees of $11,007 and general and administrative expenses of $3,219.

We incurred operating expenses in the amount of $374,610 for the six months ended July 31, 2018, as compared with $84,275 for the same period ended 2017. Our operating expenses for the six months ended July 31, 2018 were mainly attributable to management compensation of $222,667, consulting fees of $64,050, general and administrative expenses of $51,330, and professional fees of $35,009, and whereas our operating expenses for the six months ended July 31, 2017 were mainly attributable to professional fees of $42,862, management compensation of $26,900 and general and administrative expenses of $10,489.

We expect our operating expenses to increase in future quarters, as we take more steps to advance our business plan.

We incurred other expenses of $247,381 and other expenses of $3,953 for the three months ended July 31, 2018 and 2017, respectively. Our other expenses for the three months ended July 31, 2018 is mainly the result of amortization of debt discount, interest expense and amortization of deferred financing. Other expenses for the three months ended July 31, 2017 is the result of interest expense.

We incurred other expenses of $501,139 and other expenses of $6,826 for the six months ended July 31, 2018 and 2017, respectively. Our other expenses for the six months ended July 31, 2018 is the result of amortization of debt discount, interest expense, amortization of deferred financing and by change in derivative liability. Other expenses for the six months ended July 31, 2017 is the result of interest expense.

We incurred a net loss in the amount of $393,264 for the three months ended July 31, 2018, as compared with a net loss of $46,861 for the same period ended 2017. We incurred a net loss in the amount of $875,749 for the six months ended July 31, 2018, as compared with a net loss of $91,101 for the same period ended 2017.

Liquidity and Capital Resources

As of July 31, 2018, we had current assets of $300,798 and total assets of $391,020. Our total current liabilities as of July 31, 2018 were $1,449,904. As a result, we had a working capital deficit of $1,149,106 as of July 31, 2018.

Operating activities used $361,782 in cash for the six months ended July 31, 2018, as compared with $94,726 for the six months ended July 31, 2017. Our negative operating cash in 2018 flow was mainly the result of our net loss for the period and an increase in prepaid expenses of $188,754. We primarily relied on cash from loans to fund our operations during the period ended July 31, 2018.

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Investing activities used $12,099 in cash for the six months ended July 31, 2018, as compared with $23,000 for the six months ended July 31, 2017. Our negative investing cash flow was related to software development of our drone technology.

Financing activities provided $504,400 in cash for the six months ended July 31, 2018, as compared with $115,000 for the six months ended July 31, 2017.

We received proceeds from convertible promissory notes with an aggregate principal amount of $580,000. These notes are described in note 7 to our financial statements included herein, and include the notes dated January 17, 2018, January 22, 2018, May 8, 2018 and May 10, 2018.

Despite the short term loans, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Off Balance Sheet Arrangements

As of July 31, 2018, there were no off balance sheet arrangements.

Going Concern

We have negative working capital, have incurred losses since inception, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2018. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of July 31, 2018, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

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Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending January 31, 2019: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended July 31, 2018 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Further, 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

See Risk Factors contained in our Annual Report on Form 10-K filed with the SEC on June 15, 2018.

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

On July 16, 2018, we issued to an officer 1,000,000 shares of our newly created Series A Preferred Stock in lieu of the 10,000,000 shares of common stock owed to him under his employment agreement.

On July 27, 2018, the Company issued 700,000 shares of common stock for debt owing of $ 5,180.

Subsequent to July 31, 2018, the company issued 2,450,000 shares of common stock in the company for $16,320 of debt.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2018 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

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SIGNATURES

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

	Drone Guarder, Inc.

Date:	September 21, 2018

By:	/s/ Adam Taylor Adam Taylor
Title:	Chief Executive Officer and Director

EX-31.1 2 ex31_1.htm

CERTIFICATIONS

I, Adam Taylor, certify that;

I have reviewed this quarterly report on Form 10-Q for the quarter ended July 31, 2018 of Drone Guarder, Inc. (the “registrant”);

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;

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;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 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:

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;

Designed such internal control over financial reporting, or caused 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;

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

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

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of 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):

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

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 21, 2018

/s/ Adam Taylor

By: Adam Taylor

Title: Chief Executive Officer

EX-31.2 3 ex31_2.htm

CERTIFICATIONS

I, Adam Taylor, certify that;

I have reviewed this quarterly report on Form 10-Q for the quarter ended July 31, 2018 of Drone Guarder, Inc. (the “registrant”);

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 21, 2018

/s/ Adam Taylor

By: Adam Taylor

Title: Chief Financial Officer

EX-32.1 4 ex32_1.htm

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly Report of Drone Guarder, Inc. (the “Company”) on Form 10-Q for the quarter ended July 31, 2018 filed with the Securities and Exchange Commission (the “Report”), I, Adam Taylor, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Adam Taylor
Name:	Adam Taylor
Title:	Principal Executive Officer, Principal Financial Officer and Director
Date:	September 21, 2018

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS   Drone Guarder, Inc. (Formerly Vopia, Inc.) was incorporated as Blue Fashion Corp. under the laws of the State of Nevada on May 14, 2012.  The Company is an early stage security and surveillance company focusing on commercializing a drone enhanced home security system as a turnkey solution. On August 5, 2014, the Company changed its name to Vopia, Inc. On March 24, 2017, the Company changed its name to Drone Guarder, Inc.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation The accompanying financial statements of Drone Guarder, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), . In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the financial statements to be not misleading have been reflected herein.   Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a January 31 fiscal year end.   Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $112,044 and $19,525 of cash as of July 31, 2018 and January 31, 2018, 2017, respectively.   Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.   Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.   Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.   Revenue Recognition The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.   Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.   NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)   Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2018.   Comprehensive Income The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.   Recent Accounting Pronouncements Drone Guarder, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 3 – INVESTMENT IN INTELLECTUAL PROPERTY   On February 24, 2017, the Company paid $20,000 as an initial payment toward software development related to the Drone Guarder technology. In addition, the Company has paid $ 32,722 in additional software development costs to July 31, 2018. On October 2, 2017, the Company issued 500,000 common shares of capital stock with a deemed value of $ 57,500 for services related to the development of the intellectual property.

NOTE 4 – LOANS FROM DIRECTOR AND SHAREHOLDER   On December 6, 2016, a shareholder paid expenses of $1,963 on behalf of the Company.   During the year ended January 31, 2018 the shareholder paid net expenses of $ 100 that was not reimbursed as of July 31, 2018.   The balance due to the shareholder was $2,308 and $2,208 as of July 31, 2018 and January 31,2018, respectively.

NOTE 5 – ADVANCES FROM RELATED PARTY   On May 14, 2014 the Company received advances from a related party in the amount of $18,000. The advances are unsecured, non-interest bearing, with no specified terms of repayment.   On November 20, 2014 the Company issued a promissory note payable in the amount of $10,000. The note bears interest at 10% per annum and is due on demand. For the year ended January 31, 2015, this note was recorded in error as an advance from related party, when it should have been recorded as a note payable. This has been reclassified on the balance sheet as of July 31, 2018 and January 31, 2018.   The balance as of July 31, 2018 and January 31, 2018 of advances from related party was $18,000 and $18,000, respectively.

NOTE 6 – NOTES PAYABLE   On November 20, 2014 the Company issued a promissory note payable in the amount of $10,000. The note bears interest at 10% per annum and is due on demand. For the year ended January 31, 2015, this note was recorded in error as an advance from related party, when it should have been recorded as a note payable. This has been reclassified on the balance sheet as of January 31, 2016.   On June 24, 2015 the Company issued a promissory note payable in the amount of $12,500. The note bears interest at 10% per annum and is due on demand.   On December 10, 2015 the Company issued a promissory note payable in the amount of $15,000. The note bears interest at 10% per annum and is due on demand.   On December 23, 2016 the Company issued a promissory note payable in the amount of $25,000. The note bears interest at 10% per annum and is due on demand.   On February 6, 2017 the Company issued a promissory note payable in the amount of $55,000. The note bears interest at 10% per annum and is due on demand.   On April 19, 2017 the Company issued a promissory note payable in the amount of $20,000. The note bears interest at 10% per annum and is due on demand.   On May 24, 2017 the Company issued a promissory note payable in the amount of $20,000. The note bears interest at 10% per annum and is due on demand.   On July 5, 2017 the Company issued a promissory note payable in the amount of $20,000. The note bears interest at 10% per annum and is due on demand.   On September 18, 2017 the Company issued a promissory note payable in the amount of $15,000. The note bears interest at 10% per annum and is due on demand.   The balance as of July 31, 2018 and January 31, 2018 of notes payable $192,500 and $62,500, respectively.

NOTE 7 – CONVERTIBLE NOTES PAYABLE   On October 17, 2017, the Company entered into a financing arrangement in the principal amount of $445,000 consisting of a convertible promissory note and warrants to purchase common shares of the company. As of July 31, 2018, the company has borrowed $225,000 of the available balance of $ 445,000. The outstanding principal of the Note bears interest at the rate of 10% per annum and is due July 17, 2018. An original debt discount in the amount of $ 25,000 on the issuance of the note and will be amortized over the life of the note.   The Note is convertible at the option of the holder into common stock of the Company at a conversion price of $0.25 per share. A debt discount related to the fixed rate conversion feature in the amount of $66,442 was recorded and is being amortized over the life of the note.  In addition, the holder of the note received warrants to purchase shares of the Company’s common stock equal to $225,000 divided by the market value of the shares on the date the financing arrangement was entered into. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.25, our stock price on the date of grant $.126 expected dividend yield of 0%, expected volatility of 251.50, risk free interest rate of 1.25 for notes payable and 1.97% for warrants and an expected term of 0.75 years for notes payable and 5 years for warrants. . Upon initial valuation, the derivative liability of $168,573 was recorded as a debt discount which is being amortized over the life of the note payable.   During the period ended July 31, 2018, $112,500 of the debt discount was amortized   On January 17, 2018, the Company issued a convertible note payable the principal amount of $165,0000. principal of the Note bears interest at the rate of 8% per annum and is due January 17, 2019. An original debt discount in the amount of $ 9,000 on the issuance of the note and will be amortized over the life of the note.   The Note is convertible at the option of the holder into common stock of the Company at a conversion price he lesser of the trading price of the the common stock on the trading day prior to the closing date of the note or 50% of the lowest trading or closing bid for the common stock during the 20 trading day period immediately prior to conversion.. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.052, our stock price on the date of grant $.024, expected dividend yield of 0%, expected volatility of 113.400, risk free interest rate of 1.79 for notes payable , and remaining term of 1.00 year. Upon initial valuation, the derivative liability of $156,000 was recorded as a debt discount which is being amortized over the life of the note payable. On July 27, 2018, the Company issued 700,000 shares of common stock for debt owing of $5,180.   During the period ended July 31, 2018, $89,375 of the debt discount was amortized   On January 22, 2018, the Company issued a convertible note payable the principal amount of $165,0000. principal of the Note bears interest at the rate of 12% per annum and is due October 22, 2018..   The “Conversion Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.037, our stock price on the date of grant $.079, expected dividend yield of 0%, expected volatility of 113.400, risk free interest rate of 1.79 for notes payable , and remaining term of .75 year. . Upon initial valuation, the derivative liability of $165,000 was recorded as a debt discount which is being amortized over the life of the note payable.    NOTE 7 – CONVERTIBLE NOTES PAYABLE (CONTINUED) During the period ended July 31, 2018, $107,250 of the debt discount was amortized.   On May 8, 2018, the Company issued a convertible note payable the principal amount of $125,0000. principal of the Note bears interest at the rate of 8% per annum and is due January 8, 2019.   The “Conversion Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.024, our stock price on the date of grant $.05, expected dividend yield of 0%, expected volatility of 137.100, risk free interest rate of 2.44 for notes payable , and remaining term of .75 year. . Upon initial valuation, the derivative liability of $125,000 was recorded as a debt discount which is being amortized over the life of the note payable.   During the period ended July 31, 2018, $34,722 of the debt discount was amortized.   On May 10, 2018, the Company issued a convertible note payable the principal amount of $125,0000. principal of the Note bears interest at the rate of 12% per annum and is due January 9, 2019.   The “Conversion Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.024, our stock price on the date of grant $.05, expected dividend yield of 0%, expected volatility of 137.100, risk free interest rate of 2.44 for notes payable , and remaining term of .75 year. . Upon initial valuation, the derivative liability of $125,000 was recorded as a debt discount which is being amortized over the life of the note payable.   During the period ended July 31, 2018, $34,722 of the debt discount was amortized.   On issuance of the notes payable, financing fees of $ 84,600 were deducted from loan proceeds. These have been deferred and are being amortized over the terms of the loans. During the period ended July 31, 2018, $40,268 of the deferred financing costs was amortized.

NOTE 8 – COMMON STOCK   The Company has 250,000,000, $0.001 par value shares of common stock authorized.   Effective September 9, 2014 the Company’s board of directors and majority of its shareholders approved a 20 for 1 forward split of the Company’s common stock.   On October 2, 2017, the Company agreed to issue 500,000 shares of common stock valued at $57,500 for consulting services, which has been capitalized as part of investment in intellectual property.   On July 16, 2018, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 1,000,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 1,000 votes for each share held. Holders of Series A Preferred Stock are entitled to convert each share held for 10 shares of common stock.   On July 16, 2018, we issued to an officer 1,000,000 shares of our newly created Series A Preferred Stock in lieu of the 10,000,000 shares of common stock owed to him under his employment agreement.   On July 27, 2018, the Company issued 700,000 shares of common stock for debt in the amount of $5,180   There were 134,100,000 shares of common stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding as of July 31, 2018.

NOTE 9 – COMMITMENTS AND CONTINGENCIES   Effective May 3, 2017, the Company entered into an employment agreement with its new chief executive officer. Under the agreement, the Company agreed to compensate the officer $36,000 annually and to provide him with 10 million shares of common stock, if the agreement is renewed after the first year. During the year ended January 31, 2018, a pro-rated accrual of $ 333,333 of management compensation was recorded in the financial statements based on the share value of $ 0.052 per share and recorded as accrued expenses-related party. . For the period ended July 31, 2018 an additional accrual of of $ 187,000 of management compensation has been recorded in the financial statements based on the share value of $ 0.052 per share value when the shares were issued. On May 25, 2018, the Company renewed the employment agreement of the officer and the shares were issued.

NOTE 10 – GOING CONCERN   The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of July 31, 2018. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.   Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 11 – SUBSEQUENT EVENTS   In accordance with ASC 855-10, the Company has analyzed its operations subsequent to July 31, 2018 through the date these financial statements were issued and has determined that, aside from that set forth below, it does not have any material subsequent events to disclose in these financial statements.   On August 1, 2018, Drone Guarder, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Power Up SPA”) with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up purchased a convertible promissory note evidencing a loan of $153,000. On August 1, 2018, the Company issued Power Up a $153,000 convertible promissory note (the “Power Up Note”). The Power Up Note entitles the holder to 12% interest per annum and matures on May 15, 2019.   Power Up may convert the Power Up Note into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of the Power Up Note, at a price equal to 65% of the lowest two (2) trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note to the extent that such conversion would result in Power Up’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by Power Up and its affiliates. The beneficial ownership limitation may not be waived by Power Up.   Subsequent to July 31, 2018, the company issued 2,450,000 shares of common stock in the company for $ 16,320 of debt.

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Basis of Presentation The accompanying financial statements of Drone Guarder, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), . In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the financial statements to be not misleading have been reflected herein.

Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a January 31 fiscal year end.

Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $112,044 and $19,525 of cash as of July 31, 2018 and January 31, 2018, 2017, respectively.

Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2018.

Comprehensive Income The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements Drone Guarder, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

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A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 1,000 votes for each share held. Holders of Series A Preferred Stock are entitled to convert each share held for 10 shares of common stock. 700000 5180 1000000 10000000 136550000

Prepaid Expenses Prepaid expenses of $ 188,754 consists of cash advanced to officers to pay future expenses on behalf of the company, which will occur within a year.

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jul. 31, 2018	Sep. 18, 2018
Document And Entity Information
Entity Registrant Name	Drone Guarder, Inc.
Entity Central Index Key	0001574863
Document Type	10-Q
Document Period End Date	Jul. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		136,550,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

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Balance Sheets - USD ($)	Jul. 31, 2018	Jan. 31, 2018
Current Assets
Cash and cash equivalents	$ 112,044	$ 19,525
Prepaid expenses	188,754
Total Current Assets	300,798	19,525
Fixed Assets
Furniture and Equipment	1,050	1,050
Accumulated Depreciation	(1,050)	(1,040)
Total Fixed Assets		10
Investment in intellectual property	90,222	78,123
Total Assets	391,020	97,658
Current Liabilities
Accrued expenses	27,921	33,016
Accrued expense-related party		333,333
Accrued interest	72,621	28,756
Convertible note payable, net of debt discount and deferred financing costs of $358,263 (January 31, 2018- $ 112,500)	441,557	112,500
Promissory notes payable	192,500	192,500
Advances from related party	(18,000)	(18,000)
Due to shareholder	2,308	2,308
Derivative Liability	694,997	85,560
Total Liabilities	1,449,904	805,973
Stockholders’ Equity (Deficiency)
Common stock, par value $0.001; 250,000,000 shares authorized, 134,100,000 (January 31, 2018 – 133,400,000) shares issued and outstanding	134,100	133,400
Series A Preferred Stock	1,000
Additional paid in capital	653,603	130,123
Deficit accumulated	(1,847,587)	(971,838)
Total Stockholders’ Equity (Deficiency)	(1,058,884)	(708,315)
Total Liabilities and Stockholders’ Equity	$ 391,020	$ 97,658

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Balance Sheets (Parenthetical) - USD ($)	Jul. 31, 2018	May 10, 2018	May 08, 2018	Jan. 31, 2018	Jan. 22, 2018	Jan. 17, 2018	Oct. 17, 2017
Statement of Financial Position [Abstract]
Common Stock, Par Value	$ 0.001			$ 0.001
Common Stock, Shares Authorized	250,000,000			250,000,000
Common Stock, Shares Issued and Outstanding	134,100,000			133,400,000
Convertible Note Payable	$ 297,328	$ 125,000	$ 125,000	$ 112,500	$ 165,000	$ 165,000	$ 445,000

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Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
Statements of Operations - USD ($)	Jul. 31, 2018	Jul. 31, 2017	Jul. 31, 2018	Jul. 31, 2017
Income Statement [Abstract]
REVENUES
OPERATING EXPENSES
Depreciation Expense		52	10	104
General and administrative	24,830	3,219	51,330	10,489
Bank fees	540	530	1,380	720
Consulting fees	62,050	1,200	64,050	3,200
Management compensation	38,000	26,900	222,667	26,900
Website			164
Professional fees	20,463	11,007	35,009	42,862
TOTAL OPERATING EXPENSES	145,883	42,908	374,610	84,275
LOSS FROM OPERATIONS	(145,883)	(42,908)	(374,610)	(84,275)
OTHER INCOME (EXPENSE)
Interest Expense	24,386	3,953	43,865	6,826
Amortization of debt discount	(197,694)		(378,569)
Amortization of deferred financing	23,371		40,268
Change in derivative liability	(1,930)		(38,437)
TOTAL OTHER INCOME (EXPENSE)	247,381	3,953	501,139	6,826
PROVISION FOR INCOME TAXES
NET INCOME (LOSS)	$ (393,264)	$ (46,861)	$ (875,749)	$ (91,101)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (as adjusted for 20-1 forward stocks split)	133,633,333	132,900,000	133,516,666	132,900,000

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Statements of Operations (Parenthetical)	3 Months Ended		6 Months Ended
Statements of Operations (Parenthetical)	Jul. 31, 2018	Jul. 31, 2017	Jul. 31, 2018	Jul. 31, 2017
Income Statement [Abstract]
Forward stock split	20:1	20:1	20:1	20:1

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Statements of Cash Flows - USD ($)	6 Months Ended
Statements of Cash Flows - USD ($)	Jul. 31, 2018	Jul. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (875,749)	$ (91,101)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation Expense	10	104
Stock based compensation	166,667
Amortization of debt discount	378,569
Amortization of deferred financing costs	40,268
Change in derivative liability	(38,437)
Changes in assets and liabilities:
Increase (decrease) in accrued expenses	(5,095)	(10,554)
Increase in accrued interest	43,865	6,825
Increase in prepaid expenses	(188,754)
CASH FLOWS USED IN OPERATING ACTIVITIES	(361,782)	(94,726)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in intellectual property	(12,099)	(23,000)
CASH FLOWS USED BY INVESTING ACTIVITIES	(12,099)	(23,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Deferred financing costs	(75,600)
Proceeds from convertible note payable	580,000
Proceeds from promissory note payable		115,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	504,400	115,000
NET INCREASE (DECREASE) IN CASH	90,519	(2,726)
Cash, beginning of period	19,525	2,726
Cash, end of period	53,425
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
Income taxes paid
NON CASH TRANSACTIONS:
Shares issued for debt	5,180
Income taxes paid

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ORGANIZATION AND NATURE OF BUSINESS

6 Months Ended

Jul. 31, 2018

Accounting Policies [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jul. 31, 2018

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Accounting Basis

Cash and Cash Equivalents

Fair Value of Financial Instruments

Income Taxes

Use of Estimates

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share

Comprehensive Income

Recent Accounting Pronouncements

Drone Guarder, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

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INVESTMENT IN INTELLECTUAL PROPERTY

6 Months Ended

Jul. 31, 2018

Notes to Financial Statements

INVESTMENT IN INTELLECTUAL PROPERTY

NOTE 3 – INVESTMENT IN INTELLECTUAL PROPERTY

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LOANS FROM DIRECTOR AND SHAREHOLDER

6 Months Ended

Jul. 31, 2018

LOANS FROM DIRECTOR AND SHAREHOLDER

NOTE 4 – LOANS FROM DIRECTOR AND SHAREHOLDER

On December 6, 2016, a shareholder paid expenses of $1,963 on behalf of the Company.

During the year ended January 31, 2018 the shareholder paid net expenses of $ 100 that was not reimbursed as of July 31, 2018.

The balance due to the shareholder was $2,308 and $2,208 as of July 31, 2018 and January 31,2018, respectively.

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ADVANCES FROM RELATED PARTY

6 Months Ended

Jul. 31, 2018

Notes to Financial Statements

ADVANCES FROM RELATED PARTY

NOTE 5 – ADVANCES FROM RELATED PARTY

On May 14, 2014 the Company received advances from a related party in the amount of $18,000. The advances are unsecured, non-interest bearing, with no specified terms of repayment.

The balance as of July 31, 2018 and January 31, 2018 of advances from related party was $18,000 and $18,000, respectively.

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NOTES PAYABLE

6 Months Ended

Jul. 31, 2018

Equity [Abstract]

NOTES PAYABLE