UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the fiscal year ended
For the transition period from ________ to _________
Commission File Number:
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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 ☐
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $
As of March 28, 2023, there were
TABLE OF CONTENTS
| 2 |
| Table of Contents |
FORWARD-LOOKING STATEMENTS
Except for historical information, this Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements include, among others, those statements including the words "believes", "anticipates", "expects", "intends", "estimates", "plans" and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include our ability to raise capital when needed and on acceptable terms; our ability to make acquisitions and integrate acquired businesses into our company; our ability to attract and retain management; the intensity of competition; changes in the political and regulatory environment and in business and economic conditions in the United States and globally; and the continuing effect of the Covid-19 pandemic. These risks and others described under the section "Risk Factors" below are not exhaustive.
Given these uncertainties, readers of this Annual Report are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
All references in this Annual Report to the "Company", "we", "us", or "our", are to Glacier Worldwide, Inc., a Nevada corporation.
| 3 |
| Table of Contents |
PART I
ITEM 1. BUSINESS
Overview
The Company was formed on August 17, 2015 in the State of Nevada under the name PostAds, Inc. to provide an online market place. On January 6, 2021, the Company changed its name from PostAds, Inc. to Glacier Worldwide, Inc.
Currently the Company has not commenced operations and currently has no planned principal operations. Its activities since inception include devoting substantially all of its efforts to business planning and development. The Company has generated no revenue from operations.
In July 2020 the Company consummated an agreement (the “Exchange Agreement’) with Breyon Prescott, pursuant to which Mr. Prescott contributed his wholly-owned subsidiary (“Drnq Budz” or the “Subsidiary”) to the Company in consideration for 78,000,000 shares of our common stock. Mr. Prescott owns approximately 78% of the Company’s outstanding shares.
In August 2019, Mr. Prescott and his colleague Jason Martin formed Glacier Sports Agency, Inc. (“Glacier Sports”). Glacier Sports represents athletes in their contract negotiations for professional sports clubs and teams. Glacier Sports also assists their clients with sponsorships, public relations and endorsement deals.
The Company is currently in negotiations to acquire up to six (6) sports injury recovery and prevention centers (“Recovery Centers”) in the Los Angeles, California area. The Recovery Centers provide physical therapy and frontline injury treatment to patients that have suffered a sports related injury. The Recovery Centers also engage in sports injury management, which is the management of a specific injury such that it allows an individual to return to their chosen sport without damaging or compromising their body.
| 4 |
| Table of Contents |
Given Mr. Prescott’s engagement with Glacier Sports, the Company feels acquiring the Recovery Centers would be a good cultural fit, create dynamic synergies, and would be an important step in growing the Company.
The Company is further exploring options to engage in apparel production and manufacturing. The Company aims to sell private label clothing, such that a manufacturer will develop styles of blank products and let customers purchase units and customize with their own branding.
We believe Mr. Prescott’s history and experience in the entertainment, media and music industries allows our Company the unique opportunity to leverage his relationships and networks to continue to create business opportunities and growth within our Company.
The Company intends to pursue these opportunities within the next twelve (12) months.
Our principal executive office is located at 10390 Santa Monica Boulevard, Los Angeles, California 90025 and our telephone number is (310) 359-6791.
Shell Company Status
We are currently a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”). Going forward, our main business operations consist of seeking a business combination with a private entity whose business would present an opportunity for its shareholders.
Our objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for and enter into potential business opportunities or to reject any such opportunities.
Given Mr. Prescott’s experience and network, we hope to leverage his experience and contacts in the music, entertainment, sports and media industries. However, we will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation, or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.
We believe that there are numerous companies seeking the perceived benefits of a publicly registered corporation. These benefits are commonly thought to include the following:
| • | the ability to use registered securities to acquire assets or businesses; |
| • | increased visibility in the marketplace; |
| • | greater ease of borrowing from financial institutions; |
• | improved stock trading efficiency; | |
| • | greater shareholder liquidity; |
| • | greater ease in subsequently raising capital; |
| • | ability to compensate key employees through stock options and other equity awards; |
| • | enhanced corporate image; and |
| • | a presence in the United States capital markets. |
It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on that market.
| 5 |
| Table of Contents |
With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of our company that the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, our existing shareholders will in all likelihood hold a substantially lesser percentage ownership interest in our company following any merger or acquisition. The percentage ownership of our existing shareholders may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our shareholders at such time.
We will participate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, and will include miscellaneous other terms.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.
Competition
We expect to encounter substantial competition in our efforts to identify and consummate a transaction with a business opportunity. The primary competition will be from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals, all of which may have substantially greater financial and other resources than we do. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared to our competitors.
Employees
We presently have no employees apart from Breyon Prescott, our sole officer and director. Mr. Prescott is engaged in outside business activities and anticipates that he will devote to our business limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
We intend to hire additional management and other support personnel when we have reached a point in our proposed growth that would allow for such employment. In the interim, we will rely upon consultants to assist us in identifying and investigating acquisition opportunities.
Reports to Security Holders
We file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports, statement or other information that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (202) 551-8090 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov.
| 6 |
| Table of Contents |
Item 1A Risk Factors
The Company believes there have been no material changes from the risk factors previously disclosed in the Company’s 2021 Annual Report on Form 10-K. The risks and uncertainties described in the 2021 Annual Report on Form 10-K should be carefully reviewed. These are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties that the Company does not currently know about or that we currently believe are immaterial, or that the Company has not predicted, may also harm our business operations or adversely affect the Company. If any of these risks or uncertainties actually occurs, the Company’s business, financial condition, operating results or liquidity could be adversely affected.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
None.
ITEM 3. LEGAL PROCEEDINGS
There is no pending litigation to which the Company is presently a party or to which the Company’s property is subject and management is not aware of any litigation which may arise in the future.
ITEM 4. MINE SAFETY DISCLOSURES
None
| 7 |
| Table of Contents |
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system.
Holders
Preferred Stock
The Company has authorized 10,000,000 shares of Preferred Stock with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.
As of December 31, 2021, and December 31, 2022, the Company had no shares of Preferred Stock issued and outstanding.
Common Stock
The Company has authorized 150,000,000 shares of Common Stock with a par value of $0.001 per share. Each share of Common Stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
As of December 31, 2022, the Company issued 541,500 shares of Common Stock in related to subscription of $270,750 cash during year ended December 31, 2021.
As of December 31, 2022 and December 31, 2021, the Company had 100,617,900 and 100,076,400 shares of Common Stock issued and outstanding, respectively.
| 8 |
| Table of Contents |
Dividends
The Company has never paid dividends on its common stock and does not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends will be made at the discretion of the board of directors and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant.one.
Recent Sales of Unregistered Securities
During the year ended December 31, 2022, we did not have any sales of equity securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been previously reported in a report filed pursuant to the Exchange Act.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements relating to our liquidity, and our plans for our business focusing on cloud-based analytics, storage, and services for drones. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report on Form 10-K. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of many factors.
All forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update such forward-looking statements to reflect events that occur or circumstances that exist after the date of this Annual Report on Form 10-K except as required by federal securities law.
Results of Operations
The following summary of our results of operations should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2022 and 2021, which are included herein.
Our operating results for the years ended December 31, 2022 and 2021, are summarized as follows:
|
| Year Ended |
|
|
|
| ||||||
|
| December 31, |
|
| December 31, |
|
|
|
| |||
|
| 2022 |
|
| 2021 |
|
| Change |
| |||
Revenues |
| $ | - |
|
| $ | - |
|
| $ | - |
|
Operating expenses |
|
| 118,781 |
|
|
| 78,910 |
|
|
| 39,871 |
|
Other (income) expenses |
|
| (11 | ) |
|
| 165 |
|
|
| (176 | ) |
Net loss |
| $ | (118,770 | ) |
| $ | (79,075 | ) |
| $ | (39,695 | ) |
| 9 |
| Table of Contents |
During the years ended December 31, 2022 and 2021, the Company generated no revenues.
We had a net loss of $118,770 and $79,075 for the years ended December 31, 2022 and 2021, respectively.
Operating expenses for the years ended December 31, 2022 and 2021were $118,781 and $78,910, respectively. During the year ended December 31, 2022, the operating expenses were primarily attributed to professional fees of $117,409 and general and administrative expenses of $1,372. During the year ended December 31, 2021, the operating expenses were primarily attributed to professional fees of $49,237, marketing expenses of $14,904 and general and administrative expenses of $14,769.
Other (income) expenses for the years ended December 31, 2022 and 2021 were ($11) and $165, respectively. During the year ended December 31, 2022, other income consisted of $11interest earned and during the year ended December 31, 2021, other expenses consisted of finance fees charged by vendors and $165.
Liquidity and Capital Resources:
The following table provides selected financial data about our Company as of December 31, 2022 and 2021.
Working Capital
|
| December 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
Current Assets |
| $ | 53,699 |
|
| $ | 173,139 |
|
Current Liabilities |
| $ | 110,577 |
|
| $ | 111,247 |
|
Working Capital |
| $ | (56,878 | ) |
| $ | 61,892 |
|
As of December 31, 2022, and 2021, our total current assets were $53,699 and $173,139 which were comprised of $53,699 and $173,139 in cash, respectively.
As of December 31, 2022, our current liabilities were $110,577 which were comprised of $94,579 in accounts payable and accrued liabilities and $15,998 due to related party. As of December 31, 2021, our current liabilities were $111,247 which were comprised of $95,562 in accounts payable and accrued liabilities and $15,685 due to related party. The decrease in current liabilities is related to a decrease in accounts payable and accrued liabilities of $983 offset by an increase due to related party for paying operating and marketing expenses of $313 on behalf of the Company.
As of December 31, 2022, our working capital deficit was $56,878. We had a working capital of $61,892 for the year ended December 31, 2021.
Cash Flow Data:
|
| Year Ended |
| |||||
|
| December 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
Cash used in operating activities |
| $ | (119,440 | ) |
| $ | (98,787 | ) |
Net cash provided by investing activities |
|
| - |
|
|
| - |
|
Cash provided by financing activities |
|
| - |
|
|
| 271,926 |
|
Net Change in Cash for period |
| $ | (119,440 | ) |
| $ | 173,139 |
|
| 10 |
| Table of Contents |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the year ended December 31, 2022, net cash flows used in operating activities was $119,440, consisting of a net loss of $118,770, increased by a decrease in accounts payable and accrued liabilities of $983 and reduced by an increase in expenses paid by a related party of $313.For the year ended December 31, 2021, net cash flows used in operating activities was $98,787, consisting of a net loss of $79,075, increased by a decrease in accounts payable and accrued liabilities of $32,259 and reduced by an increase in expenses paid by a related party of $12,547.
Cash Flows from Investing Activities
The Company did not use any funds for investing activities during the years ended December 31, 2022 and 2021.
Cash Flows from Financing Activities
We have financed our operations from related party loans and stock subscriptions. For the year ended December 31, 2022, the Company did not receive any fund for financing activities. For the year ended December 31, 2021, we received $655 from advances from related party loans, $538 bank overdraft and $270,750 from stock subscriptions. During the year ended December 31, 2021, the Company repaid $17 of related party loans.
Going Concern
As of December 31, 2022, our company had a net loss of $118,770 and has earned no revenues. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2023. The ability of our Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide this information.
| 11 |
| Table of Contents |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
GLACIER WORLDWIDE, INC.
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
| F-1 |
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Glacier Worldwide, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Glacier Worldwide, Inc. the "Company") as of December 31, 2022 and 2021 and the related statement of operations, stockholders' equity (deficit), and cash flows for the year ended December 31, 2022 and December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and its cash flows for the year ended December 31, 2022 and December 31, 2021, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
BF Borgers CPA PC
Served as Auditor since 2020
March 29, 2023
| F-2 |
| Table of Contents |
Glacier Worldwide, Inc.
Consolidated Balance Sheets
|
| As of |
|
| As of |
| ||
|
| December 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
ASSETS |
|
|
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
|
|
|
| ||
Due to related party |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
Series A Preferred stock: |
|
|
|
|
|
| ||
Common stock: |
|
|
|
|
|
| ||
Additional paid in capital |
|
|
|
|
|
| ||
Subscription received - shares to be issued |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total Stockholders' Equity (Deficit) |
|
| ( | ) |
|
|
| |
Total Liabilities and Stockholders' Equity (Deficit) |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
Glacier Worldwide, Inc.
Consolidated Statements of Operations
|
| Year Ended |
| |||||
|
| December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
| ||
Revenues |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
| ||
Marketing |
|
|
|
|
|
| ||
Professional fees |
|
|
|
|
|
| ||
Total Operating Expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other Income (Expense) |
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
| ( | ) | |
Interest income |
|
|
|
|
|
| ||
Net Other Income (Expense) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Loss Before Provision for Income Taxes |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Provision for Income Taxes |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net Loss |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Net loss per common share: Basic and Diluted |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding: Basic and Diluted |
|
|
|
|
|
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
Glacier Worldwide, Inc.
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| Common Stock |
|
| Additional |
|
| Common stock |
|
|
|
|
|
|
| |||||||||
|
| Number of Shares |
|
| Amount |
|
| Paid in Capital |
|
| to be issued |
|
| Accumulated Deficit |
|
| Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance - December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription received - shares to be issued |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance - December 31, 2021 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ | ( | ) |
| $ |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance common stock related to subscription |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||||
Net loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance - December 31, 2022 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ | ( | ) |
| $ | ( | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
Glacier Worldwide, Inc.
Consolidated Statement of Cash Flows
|
| Year Ended |
| |||||
|
| December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net Loss |
| $ | ( | ) |
| $ | ( | ) |
Changes in current assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
| ( | ) |
|
| ( | ) |
Due to related party |
|
|
|
|
|
| ||
Net cash used in operating activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Bank overdraft |
|
|
|
|
|
| ||
Proceed from advances payable -related party |
|
|
|
|
|
| ||
Repayment of advances payable - related party |
|
|
|
|
| ( | ) | |
Proceed from stock subscription |
|
|
|
|
|
| ||
Net cash provided by Financing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net cash increase for the period |
|
| ( | ) |
|
|
| |
Cash at beginning of period |
|
|
|
|
|
| ||
Cash at end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
| $ |
|
| $ |
| ||
Cash paid for interest |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Issuance of common stock for subscription |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
| Table of Contents |
Glacier Worldwide, Inc.
Notes to Consolidated Financial Statements
December 31, 2022 and 2021
NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY
Organization and Operations
Glacier Worldwide, Inc. (the “Company”) was formed on August 17, 2015, originally as PostAds, Inc., in the State of Nevada as a reorganization of a sole proprietor business with an inception date of August 26, 2013. On January 6, 2021, the Company changed its name to Glacier Worldwide, Inc. (the “Company”).
The Company has not commenced operations and currently has no planned principal operations. Its activities since inception include devoting substantially all of its efforts to business planning and development. The Company has generated no revenue from operations. The Company’s activities during this development stage are subject to significant risks and uncertainties.
Going Concern Matters
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company has incurred operating losses of $
Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavours.
There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, shareholder loans, and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.
Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiary, Drnq Budz Inc (“DB”). All significant inter-company balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.
| F-7 |
| Table of Contents |
Cash
Cash consists of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. We maintain cash balances with financial institutions that exceed federally-insured limits. We have not experienced any losses related to these balances, and we believe credit risk to be minimal. The Company does not have any cash equivalents.
Basic and Diluted Net Loss per Common Share
The Company computes loss per share in accordance with ASC 260, “Earnings per Share,” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. During the year ended December 31, 2022, and 2021, the Company had no potential dilutive instruments and accordingly basic loss and diluted loss per share are the same.
Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date.
ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
| · | Level 1-Quoted market prices for identical assets or liabilities in active markets or observable inputs; |
| · | Level 2-Significant other observable inputs that can be corroborated by observable market data; and |
| · | Level 3-Significant unobservable inputs that cannot be corroborated by observable market data. |
The carrying amounts of cash, accounts payable and accrued liabilities, loans payable and due to related parties approximate fair value because of the short-term nature of these items.
Share-Based Compensation
ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company has adopted the guidance included under ASU 2018-07, stock-based compensation issued to non-employees and consultants. Equity-based payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share based payment awards are measured at the grant date.
| F-8 |
| Table of Contents |
Deferred Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.
Reclassification
Certain accounts from prior periods have been reclassified to conform to the current period presentation.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the year ended December 31, 2021, a former related party advanced $
During the year ended December 31, 2021, the Company’s Principal Executive Officer advanced $
During the years ended December 31, 2022 and 2021, the Company’s Principal Executive Officer advanced $
During the years ended December 31, 2022 and 2021, the Company’s Principal Executive Officer paid $
As of December 31, 2022, and 2021, the Company was obliged to the Company’s Principal Executive Officer, for an unsecured, non-interest-bearing demand loan with a balance of $
NOTE 4 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized
As of December 31, 2022, and 2021, the Company had no shares of preferred stock issued and outstanding.
Common Stock
The Company has authorized
During the year ended December 31, 2021, the Company had subscriptions received of $
During the year ended December 31, 2022, the Company issued
As at December 31, 2022 and 2021, the Company had
| F-9 |
| Table of Contents |
NOTE 5 - INCOME TAXES
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2022, and 2021 are as follows:
|
| December 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
Net loss for the year |
| $ | ( | ) |
| $ | ( | ) |
Effective Tax rate |
|
| % |
|
| % | ||
Tax Recovery |
|
| ( | ) |
|
| ( | ) |
Less: Valuation Allowance |
|
|
|
|
|
| ||
Net deferred asset |
| $ |
|
| $ |
| ||
Net deferred tax assets consist of the following components as of December 31, 2022 and 2021:
|
| As of |
| |||||
|
| December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Net operating loss carryforward |
| $ |
|
| $ |
| ||
Less: Valuation Allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred asset |
| $ |
|
| $ |
| ||
As of December 31, 2022, the Company had approximately $
A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of December 31, 2022, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. No interest and penalties have been recognized by us to date. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in
NOTE 6 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
| F-10 |
| Table of Contents |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Management, our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022. “Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of December 31, 2022 at the reasonable assurance level.
We did not have sufficient skilled accounting personnel that are qualified as certified public accountants. The Company’s sole officer has little or limited experience with U.S. GAAP and he is not a certified public accountant.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management’s Report on Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, our management has concluded that its internal control over financial reporting was ineffective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.
Item 9B. Other Information.
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
| 12 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth information regarding our current directors and executive officers:
Name |
| Age |
| Position |
|
|
|
|
|
Breyon Prescot |
| 50 |
| President, Chief Executive Officer and Director |
Our directors hold office until the next annual meeting of shareholders of the Company and until their successors have been elected and qualified. Our officers are elected by and serve at the discretion of the board of directors.
Biographies
Mr. Prescott, age 50, a Grammy Award Winner, has had an extensive and prolific career in the music and entertainment industries. Mr. Prescott has worked with Dr. Dre, Drake, Lil Wayne and Alicia Keys. He partnered with Clive Davis, former Chairman of Arista and J records. Mr. Prescott signed Jamie Foxx and managed his music career, leading Foxx to an Oscar, Golden Globe and Grammy. Since 2015 Mr. Prescott has served as President of A/R Urban Music of Epic Records where he houses his Chameleon Entertainment imprint. In 2015, L. A. Reid appointed Mr. Prescott President of Urban Music at Epic Records, where he signed Rick Ross, French Montana and helped DJ Khalid along with other top hip hop influencers. His contributions have led to more than $100 million in revenues for major record companies. In addition to holding top positions in entertainment, Mr. Prescott has produced award winning content for film and television, and has managed marketing and branding campaigns for athletes, among these a multi-million dollar signature shoe deal with Reebok for NBA All-Star, Baron Davis. Mr. Prescott graduated from Clark Atlanta University with a degree in Political Science in 1996.
We believe that Mr. Prescott’s extensive background in music and entertainment qualifies him to be on our board of directors.
Composition of our Board of Directors
Our board of directors currently consists of one member. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation or removal.
Committees of the Board of Directors
We do not currently have any committees.
Involvement in Legal Proceedings
There is no pending litigation to which the Company is presently a party or to which the Company’s property is subject and management is not aware of any litigation which may arise in the future.
Delinquent Section 16(a) Reports
Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.
ITEM 11. EXECUTIVE COMPENSATION
Our board of directors determines the compensation paid to our executive officers based upon the years of service to us, whether services are provided on a full time basis and the experience and level of skill required. In addition, we may award our officers and directors shares of common stock as non-cash compensation as determined by the board of directors from time to time. The Board of Directors will base its decision to grant common stock as compensation on the level of skill required to perform the services rendered and time committed to providing services to us.
The following table shows for the fiscal years ended December 31, 2022 and 2021 compensation awarded to be paid to or earned by the Company to our named executive officers:
| 13 |
| Table of Contents |
SUMMARY COMPENSATION TABLE
The following table shows the compensation awarded to, earned by or paid to our Chief Executive Officer (the “Named Executive Officer”). No other executive officer received compensation in excess of $100,000 during the year ended December 31, 2022 and December 31, 2021.
Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Non-Equity Incentive Plan Compensa- tion ($) |
|
| Non-qualified Deferred Compensation Earnings ($) |
|
| All Other Compensa- tion ($) |
|
| Total ($) |
| ||||||||
Breyon Prescott, |
| 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
(Chief Executive Officer, President and Director) |
| 2021 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Employment Agreements
The Company does not have any employment agreements with its executive officers.
Change-in-Control Agreements
The Company does not have any change-in-control agreements with its executive officers.
Outstanding Equity Awards
There were no outstanding equity awards made to our Named Executive Officer as of December 31, 2022.
Compensation of Directors
During the year ended December 31, 2022, no compensation has been paid to our directors in consideration for their services rendered in their capacities as directors.
Employee Benefit Plans
The Company currently has no employee benefit plans.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of March__, 2023, the number shares of common stock beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock; (ii) the Named Executive Officer; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned. Unless otherwise indicated, the business address of each such person is c/o Glacier Worldwide, Inc., 10390 Santa Monica Blvd., Los Angeles, CA 90025.
| 14 |
| Table of Contents |
Name and Address of Beneficial Owner |
| Number of Shares Beneficially Owned |
|
| Percentage of Beneficial Ownership |
| ||
Breyon Prescott |
|
| 78,000,000 |
|
|
| 78 | % |
|
|
|
|
|
|
|
|
|
All executive officers and directors as a group (1 person) |
|
| 78,000,000 |
|
|
| 78 | % |
Other 5% Holders |
|
|
|
|
|
|
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
During the year ended December 31, 2021, a former related party advanced $155, and the Company repaid $17 of the advance.
During the year ended December 31, 2021, the Company’s Principal Executive Officer advanced $500 to the Company.
During the years ended December 31, 2022 and 2021, the Company’s Principal Executive Officer advanced $0 and $500 to the Company, respectively.
During the years ended December 31, 2022 and 2021, the Company’s Principal Executive Officer paid $313 and $12,547 of operating expenses on behalf of the Company, respectively.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth fees billed, or expected to be billed, to us by our independent registered public accounting firm for the years ended December 31, 2022 and 2021, for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements; (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as “audit fees;” (iii) services rendered in connection with tax preparation, compliance, advice and assistance; and (iv) all other services:
|
| December 31, 2022 |
|
| December 31, 2021 |
| ||
Audit Fees |
| $ | 14,500 |
|
| $ | 14,000 |
|
Audit-Related Fees |
| - |
|
| - |
| ||
Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
Total Fees |
| $ | 14,500 |
|
| $ | 14,000 |
|
Audit Fees. Consists of fees for professional services rendered for the audit of our annual financial statements included in our Annual Report on Forms 10-K for our fiscal years ended December 31, 2022 and 2021 and reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q.
Audit-Related Fees. Consists of fees for assurance and related services that are reasonably related to the audit. This category includes fees related to assistance consulting on financial accounting/reporting standards.
Tax Fees. Consists of amounts billed for professional services rendered for tax return preparation, tax planning, and tax advice.
All Other Fees. Consists of amounts billed for services other than those noted above.
Administration of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services
We have not yet established an audit committee. Until then, there are no formal pre-approval policies and procedures. Nonetheless, the auditors engaged for these services are required to provide and uphold estimates for the cost of services to be rendered. The percentage of hours expended on BFB's respective engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.
| 15 |
| Table of Contents |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.
Exhibit No. |
| Description |
| ||
| ||
| ||
101* |
| Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. |
104* |
| Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. |
|
|
|
|
| *Furnished herewith. |
ITEM 16. FORM 10-K SUMMARY
Not applicable.
| 16 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.
| Glacier Worldwide, Inc. |
| |
|
|
|
|
Dated: March 29, 2023 | By: | /s/ Breyon Prescott |
|
|
| Breyon Prescott Chief Executive Officer and President (Principal Executive Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name |
| Title |
| Date |
|
|
|
|
|
/s/ Breyon Prescott |
| Chief Executive Officer, President and Director |
| March 29, 2023 |
Breyon Prescott |
| (Principal Executive Officer) |
|
|
| 17 |