10-Q

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 September 30, 2017

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ________ to _________

Commission File Number 0-11730

NABUFIT GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	84-1089377
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
626 East 1820 North
Orem, Utah	84097
(Address of principal executive offices)	(Zip Code)

801-592-3000
(Registrant’s telephone number, including area code)

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 þ  Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 þ  No o

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

Large accelerated filer o Accelerated filer o    

Non-accelerated filer o (Do not check if a smaller reporting company)Smaller reporting company þ 

Emerging growth company o                                                                           

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 o   Noþ

As of November 14, 2017, the registrant had 3,359,200 shares of common stock, par value $0.0001, issued and outstanding.

NABUFIT GLOBAL, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

Item 1. Financial Statements		Page
	Condensed Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2017 and 2016 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and             Results of   Operations		14
Item 3. Qualitative and Quantitative Disclosures About Market Risk		17
Item 4. Controls and Procedures		17
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		18
Item 2. Unregistered Sales of Equity Securities		18
Item 3. Defaults upon Senior Securities		19
Item 4. Mine Safety Disclosures		19
Item 5. Other Information		19
Item 6. Exhibits		19
Signatures		20

2

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

NABUFIT GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
	September 30,	December 31,
	2017	2016
	(Unaudited)
ASSETS
Current Assets
Cash	$31,594	$9,707
Prepaid expenses and other current assets	315,331	72,250
Current assets of discontinued operations	-	4,127,562
Total current assets	346,925	4,209,519
Total Assets	$346,925	$4,209,519
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$75,174	$36,998
Accrued liabilities	27,752	63,519
Related party payables	5,450	4,733
Convertible notes payable net of debt discount	32,320	-
Derivative liabilities	39,519	-
Current liabilities of discontinued operations	-	2,493,960
Total current liabilities	180,215	2,599,210
Total Liabilities	$180,215	$2,599,210
Commitments and Contingencies	-	-
STOCKHOLDERS'  EQUITY
Preferred stock, $.0001 par value, 400,000 shares authorized; no shares issued and outstanding	-	-
Common stock $.0001 par value, 100,000,000 shares authorized; 3,359,200 and 854,338 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively.	336	85
Additional paid-in capital	7,945,990	6,055,755
Accumulated deficit	(7,779,616)	(4,411,001)
Accumulated other comprehensive loss	-	(34,530)
Total stockholders' equity	166,710	1,610,309
Total Liabilities and Stockholders' Equity	$346,925	$4,209,519
See accompanying notes to the condensed consolidated financial statements

3

NABUFIT GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(Unaudited)
	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2017	2016	2017	2016
Revenue	$ -	$ -	$ -	$ -
Operating Expenses:
Selling, general and administrative	254,960	404,954	864,547	747,035
Total Operating Expenses	254,960	404,954	864,547	747,035
Loss from Operations	(254,960)	(404,954)	(864,547)	(747,035)
Other Income (Expense):
Interest expense	(89,190)	-	(199,962)	-
Loss on debt settlement	(416,809)	-	(416,809)	-
Gain on derivative	21,907	-	40,972	-
Total Other Income (Expense)	(484,092)	-	(575,799)	-
Net loss from continuing operations	(739,052)	(404,954)	(1,440,346)	(747,035)
Discontinued operations
Gain on sale of subsidiary	9,866	-	9,866	-
Discontinued operations year-to-date	(375,309)	(598,429)	(1,938,134)	(1,594,978)
Net loss from discontinued operations	(365,443)	(598,429)	(1,928,268)	(1,594,978)
Net Loss	$ (1,104,495)	$ (1,003,383)	$ (3,368,614)	$ (2,342,013)
Net loss per common share - basic and diluted:
Continuing operations	(0.70)	(0.57)	(1.50)	(1.12)
Discontinued operations	(0.35)	(0.85)	(2.01)	(2.40)
Total	$ (1.05)	$ (1.42)	$ (3.51)	$ (3.52)
Weighted average common shares outstanding - basic and diluted	1,051,253	706,955	959,244	665,208
Comprehensive Loss:
Net Loss	$ (1,104,495)	$ (1,003,383)	$ (3,368,614)	$ (2,342,013)
Other Comprehensive Income
Translation adjustments	(25,577)	12,144	34,530	39,650
Total Comprehensive Loss	$ (1,130,072)	$ (991,239)	$ (3,334,084)	$ (2,302,363)
See accompanying notes to the condensed consolidated financial statements

4

NABUFIT GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the Nine Months Ended
	September 30,
	2017	2016
Net Loss	$(3,368,614)	$(2,342,013)
Net loss from discontinued operations	(1,928,268)	(1,594,978)
Net loss from continuing operations	(1,440,346)	(747,035)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	81,339	-
Shares issued for services	158,721	613,675
Amorization of debt discount	167,281	-
Gain on derivative	(40,972)	-
Loss on debt settlement	416,809	-
Foreign currency transaction loss	24,353	-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(243,081)	120,000
Accounts payable	38,893	30,060
Accrued liabilities	(35,767)	3,000
Net Cash Used in Operating Activities - Continuing Operations	(872,770)	19,700
Net Cash Used in Operating Activities - Discontinued Operations	(1,659,022)	(2,210,690)
Net Cash Used in Operating Activities	(2,531,792)	(2,190,990)
Cash Flows From Financing Activities
Proceeds from issuance of common stock for cash	559,752	1,433,726
Proceeds from issuance of convertible notes payable	595,040	-
Net Cash Provided by Financing Activities - Continuing Operations	1,154,792	1,433,726
Net Cash Provided by Financing Activities - Discontinued Operations	-	-
Net Cash Provided by Financing Activities	1,154,792	1,433,726
Effect of exchange rate changes on cash	5,968	37,089
Net Decrease in Cash	(1,371,032)	(720,175)
Cash at Beginning of Period	1,402,626	1,133,247
Cash at End of Period	$31,594	$413,072
Noncash Investing and Financing Information:
Beneficial conversion features on convertible debt	$87,686	$-
Derivative liabilities on convertible debt	107,334	-
Conversion of notes payable to common stock	559,334	-
Settlement of derivative liability	26,843	-
Shares of common stock issued for subscriptions	-	514,571
Stock issued for prepaid expenses	-	73,600
Supplemental Disclosures of Cash Flow Information:
Cash Paid for Interest	$-	$-
Cash Paid for Taxes	-	-
See accompanying notes to the condensed consolidated financial statements

5

NABUFIT GLOBAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — THE COMPANY AND BASIS OF PRESENTATION

Financial Statement Presentation — The accompanying condensed consolidated financial statements for NABUFIT Global, Inc. (“NABUFIT Global”) and its wholly-owned subsidiaries NABUFIT Global ApS (“NABUFIT Denmark”), NABUFIT China Limited (“NABUFIT China”) and NABUFIT IP ApS (“NABUFIT IP”) (collectively “NABUFIT,” “we”, or “the Company”) are presented in conformity with accounting principles generally accepted in the United States of America.

Nature of Operations — Effective August 30, 2017, the Company entered into an Agreement on Transfer of Shares (“Transfer Agreement”) whereby it sold all of the interest held in its operating subsidiaries NABUFIT Denmark, NABUFIT China, and NABUFIT IP (“Operating Subsidiaries”) and consequently ceased its prior operations (“Operations Sale”).  See Note 4 – discontinued operations.  Prior to the Operations Sale, the Company, through its Operating Subsidiaries designed, manufactured and marketed the NABUFIT virtual training and fitness products and services (“NABUFIT Products”).  After completion of the Operations Sale, all of the Company’s equity in the Operating Subsidiaries were transferred and all of its interests in the NABUFIT Product and the associated technology and intellectual property ceased.

Following the Operations Sale, the Company commenced providing business consulting services to several companies in the medical marijuana and cannabis related industries.  These companies include an online company which provides education to healthcare professionals regarding medical cannabis and the endocannabinoid system, a distribution company focused on delivering best in class hemp oil and medical marijuana products and a wellness center delivering medical recommendations to patient and sales of CBD and hemp oil products.

In connection with such consulting agreements, the Company will provide the following services:

·Strategic advisory and services; 

·Business services; 

·Marketing services; 

·Acquisition and development services; and 

·Strategic partnership and consolidation services. 

Reverse Stock Split

Effective June 27, 2017, the Company filed an Amended and Restated Certificate of Incorporation (“Restated Certificate”) with the Delaware Secretary of State whereby the Company effected a reverse stock split to reduce the number of shares of outstanding common stock at a rate of 1 share for every 30 shares of common stock then outstanding (“Reverse Split”).  The approval of the Restated Certificate was approved by written consent of holders of a majority of the Company’s common stock.  Each stockholder owning fewer than 30 shares of common stock immediately before the effective time of the Reverse Stock Split received from the Company $0.10 in cash, without interest, for each of such shares of common stock; and (b) each stockholder owning of record 30 or more shares of common stock immediately before the effective time of the Reverse Split held, after the Reverse Split, the number of shares of common stock equal to 1/30th of the number held prior to the Reverse Split.  On June 28, 2017 the Company filed with the Securities and Exchange Commission (“SEC”), and the Company’s stockholders were furnished with a Definitive Information Statement filed on Schedule 14(c) to advise the stockholders of the corporate actions.  All share and per-share amounts included in this report have been restated to reflect the 1 for 30 reverse stock split.

6

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared with the recognition that there is considerable doubt about whether the Company can continue as a going concern.  As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $3,368,614 for the nine months ended September 30, 2017 and has an accumulated deficit of $7,779,616 at September 30, 2017.  The Company also used cash in operating activities of $2,531,792 during the nine months ended September 30, 2017.   After the discontinued operations, the financial situation is somewhat improved but the Company still has a net loss from continuing operations of $1,440,346 and net cash used in operating activities – continuing operations of $872,770 for the nine months ended September 30, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In order for us to continue as a going concern, we will need to obtain additional debt or equity financing. We are regularly and continually seeking additional funding from investors and from time to time we are in various stages of negotiations.  Nonetheless, to date we have not accomplished a financing of the size needed to put the Company on a stable operating basis. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to attain positive cash flow operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet our future obligations. All of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to cease operations.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information – The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Accordingly, they are condensed and do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature.  The results of operations for the nine months ended September 30, 2017, may not be indicative of the results that may be expected for the year ending December 31, 2017.

These financial statements should be read in conjunction with the financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation.

Principles of Consolidation – The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America and include operations and balances of NABUFIT Global, Inc. and its wholly-owned subsidiaries NABUFIT Denmark, NABUFIT China and NABUFIT IP.  Intercompany balances and transactions have been eliminated in consolidation.  NABUFIT China and NABUFIT IP have been formed but have no activity to date.  All three subsidiaries were sold to an employee of NABUFIT Denmark effective August 30, 2017.  As a result of this action, the current year and prior year disclosures reflect these operations as discontinued operations and prior year financial information has been restated to reflect this accounting treatment.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period.  Actual results could differ from those estimates.  

7

Fair Value – The fair values of the Company’s financial assets and liabilities approximate their carrying amounts at the reporting date.

Foreign Currency Transactions and Translations – For the purposes of this report, the functional currency of NABUFIT Denmark is the Danish Krone (DKK), the functional currency of NABUFIT China is the China Yuan Renminbi (CNY), and the functional currency of NABUFIT Global and the reporting currency is U.S. dollars (USD).  The Company translates the assets and liabilities of NABUFIT Denmark and NABUFIT China from the functional currency to U.S. dollars at the appropriate spot rates as of the balance sheet date. Equity balances are translated using historical exchange rates. Changes in the carrying value of these assets and liabilities attributable to fluctuations in spot rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income. Income statement accounts are translated using the average exchange rate during the period.

Monetary assets and liabilities denominated in a currency that is different from the functional currency must first be remeasured from the applicable currency to the functional currency. The effect of this remeasurement process is recognized translation adjustments in our statement of comprehensive loss.

The Company incurred foreign currency transaction losses of $24,353 and $0 during the nine months ended September 30, 2017 and 2016, respectively.  The foreign currency transaction loss was on a convertible note payable denominated in DKK that was settled during September 2017.

Cash and Cash Equivalents – The balance in cash and cash equivalents consists of cash reserves held in bank accounts. The Company maintains cash balances in bank accounts that, at times, exceed federally insured limits.  The Company has not experienced any losses in these accounts and believes it is not exposed to any significant risk with respect to cash.

Revenue Recognition – The Company recognizes revenue when persuasive evidence of an arrangement exists, performance of the service has occurred, the sales price charged is fixed or determinable, and collectability is reasonably assured.  Revenue is net of taxes and discounts and is recorded on an accrual basis.  

Software Development Costs – The Company expenses software development costs until the Company has a working business model for the software.

Income Taxes – The Company accounts for income taxes pursuant to Accounting Standards Codification (ASC) 740, Income Taxes, which requires the use of the asset and liability method of accounting for deferred income taxes.  We recognize deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years.

All allowances against deferred income tax assets are recorded in whole or in part, when it is more likely than not those deferred income tax assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates 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 that includes the enactment date.

A valuation allowance is required to the extent it is more-likely-than-not that a deferred tax asset will not be realized. ASC 740 also requires reporting of taxes based on tax positions that meet a more-likely-than-not standard and are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits.

8

Derivatives – The Company has entered into convertible debt agreements whereby the related conversion features are derivatives. Therefore, the Company has calculated the fair value of these derivatives on the execution dates and has also recorded a gain on derivative for the change in fair value from the execution date to the reporting date.

The Company estimates fair values of derivative financial instruments using the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock.

Basic and Diluted Loss Per Share – Basic loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period giving effect to potentially dilutive common stock equivalents.  As of September 30, 2017, the Company had common stock equivalents of 150,148 shares outstanding related to the convertible notes payable.  

New Accounting Pronouncements – The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

NOTE 4 – DISCONTINUED OPERATIONS

Effective August 31, 2017, the Company entered into an Agreement on Transfer of Shares (“Transfer Agreement”) with NABUfit Finance ApS, a Danish company (“Buyer”) wherein the Company agreed to sell to Buyer and Buyer agreed to purchase from the Company all of the issued and outstanding shares owned by the Company in its three wholly owned subsidiaries, NABUFIT Denmark, NABUFIT IP and NABUFIT China (the “Subsidiaries”). The purchase price paid by Buyer for the Subsidiaries was DKK 250,000 (USD $40,000), plus possible additional consideration of up to DKK 350,000 ($56,000) in payments related to tax refunds due to the Subsidiaries in the fourth quarter of 2017.

The operating results of NABUFIT Denmark have been classified as discontinued operations for all periods presented.  NABUFIT China and NABUFIT IP were newly formed entities with no operations to report.  

The following are the key components of the sale and discontinued operations:

Sales price	$40,000
Expected tax refund	56,000
Carrying value of disposed business, net write off of intercompany receivable	(44,629)
Expenses related to the sale	(1,135)
Loss on sale before write-off of foreign currency translation adjustments	50,236
Write-off of foreign currency translation adjustments recorded in other comprehensive income	(40,370)
Gain on sale of subsidiary	9,866
Discontinued operations year-to-date	(1,938,134)
Loss on sale of discontinued operations	$(1,928,268)

9

The account classifications that make up the discontinued operations as of December 31, 2016, on the balance sheet, are shown below:

	Balance Sheet
	12/31/2016
Assets
Cash	1,392,919
Prepaids	2,684,832
VAT receivable	35,283
Deposits	14,528
Current asset of discontinued operations	4,127,562
Liabilities
Accounts payable	(227,091)
Accrued liabilities	(2,241,419)
Related party payables	(25,450)
Current liabilities of discontinued operations	(2,493,960)

NOTE 5 – ACCRUED LIABILITIES

As of September 30, 2017 and December 31, 2016, the Company had accrued liabilities of $27,752 and $2,304,938, respectively. The accrued liabilities as of September 30, 2017 and December 31, 2016 consist mainly of $0 and $2,115,890 due over the next 18 months on an ambassador contract with Neymar that was entered into during the prior year.  This contract was sold as part of the Transfer of shares. See Note 4.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

	September 30, 2017
March 23, 2017, the Company issued four convertible notes payable for total cash proceeds of 1,000,000 DKK ($145,034 as of March 23, 2017).  The notes bore no interest and matured on May 1, 2017 and automatically converted into shares of the Company’s common stock at $3.00 per share on the maturity date.  The fair value of the stock on March 23, 2017 was $4.80 so the Company recognized a beneficial conversion feature and debt discount of $87,020.  The discount was amortized over the term of the notes.  The balance of the debt discount was $0 as of September 30, 2017.	$-
May 9, 2017 convertible note payable of $58,000 to a third party at 9% interest and February 9, 2018 maturity date; principal and accrued interest is convertible at 65% of market value on the date of conversion; market value is calculated as the average of the 5 lowest close prices of the common stock during the previous 10 trading days; convertible into 22,222 shares at a conversion price of $2.61 as of the May 9, 2017 measurement date; convertible 180 days after the issue date until the maturity date. The Company recorded a derivative of $75,957 on May 9, 2017 due to the variable nature of the conversion price, as well as, a debt discount of $58,000 and a loss on derivative of $17,957.  The discount is amortized over the term of the note.  The derivative was remeasured on June 30, 2017 and September 30, 2017, which resulted in a gain on derivative of $25,287 and $11,151, respectively.  The balance of the debt discount was $27,739 as of September 30, 2017.	60,059
May 10, 2017 convertible note payable of $50,000 to a third party at 0% interest and November 9, 2017 maturity date; on September 29, 2017, the note was converted into 161,290 shares of common stock at $0.31 per share.  The Company recorded a derivative of $49,334 on May 10, 2017 due to the variable nature of the conversion price, as well as, a debt discount of $50,000.  The derivative was remeasured on June 30, 2017 and September 29, 2017, which resulted in a gain on derivative of $11,735 and $10,756, respectively.  Upon conversion to equity, the $26,843 derivative liability was settled with a charge to additional paid-in capital and the remaining debt discount was amortized to interest expense.	-
June 27, 2017 convertible note payable of 2,200,000 DKK ($331,325 at June 27, 2017) to a third party at 12% interest; cash proceeds were net of a loan origination fee of $33,133.  Effective September 18, 2017, the Company issued 1,214,333 shares of common stock valued at $0.30 per share, to settle the principal plus accrued interest ($354,839 principal and $9,461 accrued interest based on rates in the settlement agreement).  The Company recognized a foreign currency transaction loss of $24,353.	-
Total	60,059
Less debt discount	(27,739)
Balance of convertible notes payable, net	32,320
Less current portion	32,320
Long-term convertible notes payable, net	$-

10

NOTE 7 – DERIVATIVE LIABILITIES

The Company evaluated the terms of the convertible debt conversion features under the applicable accounting literature, including Derivatives and Hedging, ASC 815, and determined that certain features required separate accounting as derivatives. The derivatives were recorded as "derivative liabilities" on the condensed consolidated balance sheets and will be adjusted to reflect fair value at each reporting date. The total fair value of the derivative liabilities at issuance was $107,334. The fair value of the derivative liabilities at September 30, 2017 was $39,519. The Company recognized a gain of $40,972 for the nine months ended September 30, 2017, which is presented as "gain on derivative" on the condensed consolidated statements of operations, and recognized a $26,843 reduction in the derivative liability related to the settlement of a convertible note payable.  The $26,843 was recorded as a credit to additional paid-in capital.

On May 9, 2017, the Company recorded a derivative liability of $75,957 on convertible debt due to the variable nature of the conversion price.  The valuation was based on the Black-Scholes model.  The Company recorded a loss on derivative of $17,957 since the value of the derivative was greater than the proceeds from the convertible note.  As of September 30, 2017, the derivative liability was remeasured at $39,519.  

The details are as follows:

	May 9,	June 30,	September 30,
	2017	2017	2017
Stock price at valuation date	$5.10	$2.40	$0.61
Conversion price	$2.61	$1.56	$0.40
Risk free rate	1.07%	1.14%	1.11%
Volatility	160.28%	148.43%	112.12%
Number of shares if converted	22,222	37,656	150,148
Value of derivative	$75,957	$50,670	$39,519
Gain (loss) on derivative	$(17,957)	$25,287	$11,151

On May 10, 2017, the Company recorded a derivative liability of $49,334 on convertible debt due to a round- down provision of the conversion price.  The valuation was based on the Black-Scholes model.  As of September 29, 2017, the derivative liability was valued at $26,843.  The valuation was done as of September 29, 2017 since that is the date the note was converted to shares of common stock.  The details are as follows:

	May 9,	June 30,	September 29,
	2017	2017	2017
Stock price at valuation date	$5.10	$2.40	$0.61
Conversion price	$3.00	$1.56	$0.40
Risk free rate	1.02%	1.05%	0.99%
Volatility	160.26%	124.88%	85.30%
Number of shares if converted	16,667	32,051	125,000
Value of derivative	$49,334	$37,599	$26,843
Gain on derivative	$-	$11,735	$10,756

11

NOTE 8 – FAIR VALUE MEASUREMENTS

Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

·Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. 

·Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. 

·Level 3: Pricing inputs that are generally unobservable and are supported by little or no market data. 

Financial Assets Measured on a Recurring Basis

Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The following table summarizes the valuation of our financial assets measured at fair value on a recurring basis as of September 30, 2017:

	Level 1	Level 2	Level 3	Total
Liabilities:
Derivative Liabilities	$       -	$       -	$ 39,519	$ 39,519

In accordance with U.S. GAAP, we use market prices and pricing models for fair value measurements of our derivative financial instruments.

NOTE 9 – SHAREHOLDERS’ EQUITY

We have authorized capital stock consisting of 100,000,000 shares of $0.0001 par value common stock and 400,000 shares of $0.0001 par value preferred stock. As of September 30, 2017 and December 31, 2016, we had 3,359,200 (post-reverse stock split) and 854,338 (post-reverse stock split) shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding.

During March 2017, the Company recorded a credit to additional paid-in capital of $87,020 for the beneficial conversion feature described in Note 5.

On April 3, 2017, the Company entered into a Common Stock Subscription Agreement with LF Investments ApS for the purchase of 71,667 shares at the price of $3.00 per share for $215,000.

On May 1, 2017, the Company entered into a Common Stock Subscription Agreement with Hans Kjaer Holding A/S for the purchase of 47,824 shares at the price of $3.00 per share for $143,472.

On May 9, 2017, the Company issued 48,345 shares of common stock at $3.00 per share to settle the convertible notes payable of $145,034.

12

On September 29, 2017, the Company issued 666,632 shares of common stock for $201,280 of cash; 129,032 of these shares were to Brian Mertz, the CEO.  The Company also issued 1,666,678 shares of common stock for services and settlement of convertible notes payable and accounts payable for $0.61 per share, which was the quoted market price.  Shares issued for services totaled 220,228 and were valued at $134,339; $88,506 of this balance was for Brian Mertz’s salary from October through December 2017, which is classified as a prepaid expenses as of September 30, 2017.  Convertible notes payable of $414,300 were settled for 1,375,623 shares.  Accounts payable of $24,382 were settled for 70,827 shares, which included $5,532 of related party payables to Brian Mertz.  The Company recognized a loss on debt settlement of $416,809 on the settlement of the convertible notes payable and accounts payable.

Total share-based compensation of $81,339 was recognized during the nine months ended September 30, 2017.  As of September 30, 2017, the Company had no unrecognized share-based compensation.

NOTE 10 – RELATED PARTY TRANSACTIONS

As of September 30, 2017 and December 31, 2016, the Company had related party payables of $5,450 and $30,183 to its CEO and Board Chairman for expenses related to the operation of the business.  These payables were due on demand with no interest.  Additional related party transactions were disclosed in Note 9.

NOTE 11 – SUBSEQUENT EVENTS

On October 13, 2017, the Company paid $75,038 to the holder of the convertible promissory note dated May 9, 2017 to settle the outstanding principal and interest.  The payment included a prepayment penalty of $11,876.

On October 11, 2017, Brian Mertz resigned as the Company’s Chief Executive Officer. The resignation was not related to any disagreements with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.

On October 18, 2017, the Board appointed Mark Mersman as the Company’s Chief Executive Officer and Chief Information Officer and Scott Cox as the Company’s President and Chief Operating Officer.   Pursuant to that appointment, the Company agreed to issue each of Mr. Mersman and Mr. Cox 100,000 shares of the Company’s Common Stock as a signing bonus with the ability to earn additional shares upon meeting certain performance milestones pursuant to their Employment Agreements.

The Incentive Plan was approved by the Nabufit Board on October 18, 2017 and by a majority of the Nabufit stockholders on October 19, 2017. The Incentive Plan permits Nabufit to grant “Awards,” that may consist of stock options, the grant or sale of restricted stock (“Restricted Stock”), stock appreciation rights (“SARs”), or hypothetical units issued with reference to Nabufit common stock (“Restricted Stock Units”), for up to 4,000,000 shares of Nabufit common stock. Awards may be granted under the Incentive Plan to employees, directors, and consultants of Nabufit and its subsidiaries, including also subsidiaries that Nabufit may form or acquire in the future. The Incentive Plan will be administered by the Nabufit Board or by a committee authorized by the Nabufit Board (the “Committee”), which will make all determinations with regard to the grant and terms of Awards, subject to the terms of the Incentive Plan.

Effective October 18, 2017, Directors Mads H. Fredericksen, Jorgen Buhl Rasmussen, Kristoffer Ewald and Allan J. Vestergaard resigned from the Board of Directors.  The resignations were not related to any disagreements with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.

On October 18, 2017, the shareholders holding a majority of the issued and outstanding shares of the Company’s common stock elected Ole Sigetty, Brian Palm Svaneeng Mertz, Mark Mersman, Scott Cox and

13

Benjamin Esque as Directors of the Company, to serve until his respective successor is duly elected and qualified or his earlier resignation, death or removal by the stockholders of the Company.  Ole Sigetty and Brian Mertz have previously served as officers and directors of the Company.

On October 18, 2017, the shareholders holding a majority of the Company’s issued and outstanding shares of common stock approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the name of the Company to “NewBridge Global Ventures, Inc.” (“Amendment”).   The Amendment will be effective on the date which is 20 days after notice is provided to the shareholders of the Company, or about November 21, 2017.  

On November 10, 2017, the Company entered into an assignment agreement with Mustang Capital, LLC (“Mustang”) whereby Mustang has assigned all beneficial interest into an existing Management Consulting Agreement with Elevated Portfolio Holdings, LLC.  Mustang is controlled by Mark Mersman, CEO.

Item 2.  Management's Discussion and Analysis of Financial Condition and

Results of Operations

The following discussion is intended to assist you in understanding our results of operations and our present financial condition.  Our condensed financial statements and the accompanying notes included in this quarterly report on Form 10-Q contain additional information that should be referred to when reviewing this material.

Forward-Looking Information and Cautionary Statements

This quarterly report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.  Such statements are based on currently available financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations.  Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.  Such factors include, but are not limited to, market factors, market prices and marketing activity, future revenues and costs, unsettled political conditions, civil unrest and governmental actions, foreign currency fluctuations, and environmental and labor laws and other factors detailed herein and in our other filings with the U.S. Securities and Exchange Commission (the “Commission”) filings.    Additional factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

·our ability to raise capital when needed and on acceptable terms and conditions; 

·our ability to identify and acquire a viable operating business; 

·our ability to attract and retain management, and to integrate and maintain technical information and management information systems; 

·the intensity of competition; and 

·general economic conditions. 

14

Forward-looking statements are predictions and not guarantees of future performance or events.  Forward-looking statements are based on current industry, financial and economic information, which we have assessed but which by its nature, is dynamic and subject to rapid and possibly abrupt changes.  Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business.  We hereby qualify all our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of their dates and should not be unduly relied upon.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise (other than pursuant to reporting obligations imposed on registrants pursuant to the Securities Exchange Act of 1934)  to reflect subsequent events or circumstances. All written and oral forward-looking statements made in connection with this Quarterly Report on Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Executive Summary

Effective August 30, 2017, the Company sold its operating subsidiaries and its operating business.  The Company is currently engaged in providing business consulting services to several companies in the medical marijuana and cannabis related industries.  These companies include an online education company providing education to healthcare professionals on medical cannabis and the endocannabinoid system, a distribution company focused on delivering best in class hemp oil and medical marijuana products and a Wellness center delivering medical recommendations to patient and sales of CBD and hemp oil products.

In connection with such consulting agreements, the Company will provide the following services:

·Strategic advisory and services; 

·Business services; 

·Marketing services; 

·Acquisition and development services; and 

·Strategic partnership and consolidation services. 

Critical Accounting Policies and Estimates

Certain accounting policies are considered by management to be critical to an understanding of our condensed consolidated financial statements.  Their application requires significant management judgment, with financial reporting results relying on estimates about the effect of matters that are inherently uncertain.  A summary of critical accounting policies can be found in our Form 10-K for the year ended December 31, 2016.  For all of these policies, management cautions that future results rarely develop exactly as forecasted, and the best estimates routinely require modification.  

Results of Operations

During the three months ended September 30, 2017, the Company had a net loss of $1,104,495 compared to a net loss of $1,003,383 for the three months ended September 30, 2016.  For the three months ended September 30, 2016 and 2017, the net loss from discontinued operations decreased from $598,429 to $365,443, which led to the Company selling the subsidiaries.  For the same time period, the net loss from continuing operations decreased from $404,954 to $739,052.  The decrease was due to cost cutting measures implemented by management.  

15

During the nine months ended September 30, 2017, the Company had a net loss of $3,368,614 compared to a net loss of $2,342,013 for the nine months ended September 30, 2016.  For the nine months ended September 30, 2016 and 2017, the net loss from discontinued operations increased from $1,594,978 to $1,928,268.  For the same time period, the net loss from continuing operations increased from $747,035 to $1,440,346.  The increase was due to the growth of the Company over the past nine months as management tried to make it a viable business.   

Operating expenses from continuing operations consist mainly of employee salaries and benefits, investor relations, stock based compensation, professional fees, and interest expense.  We expect operating expenses to be at similar levels the rest of the year.

Liquidity and Capital Resources

Since NABUFIT’s inception in June 2015, it has incurred significant net losses and negative cash flows from operations, which led to the decision by management to sell the Subsidiaries during the third quarter. For the three and nine months ended September 30, 2017, we had a net loss of $1,104,495 and $3,368,614, respectively.  For the same time periods, we had a net loss from continuing operations of $739,052 and $1,440,346, respectively.  For the nine months ended September 30, 2017 we used net cash in operating activities – continuing operations of $872,770.  At September 30, 2017, we had working capital of $166,710 and an accumulated deficit of $7,779,616.

We could potentially use our available financial resources sooner than we currently expect, and we may incur additional indebtedness to meet future financing needs. Adequate additional funding may not be available to us on acceptable terms or at all. In addition, although we anticipate being able to obtain additional financing through non-dilutive means, we may be unable to do so. Our failure to raise capital as and when needed could have significant negative consequences for our business, financial condition and results of operations. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors” noted in the previously filed Form 10-K.

The following table summarizes our cash flows for the nine months ended September 30, 2017:

Cash used in operating actitivites	$(2,531,792)
Cash used in investing activities	-
Cash provided by financing activities	1,154,792
Effect of exchange rate changes on cash	5,968
Net increase in cash	$(1,371,032)

Number of Employees

As of September 30, 2017, the Company had no full-time employees.

Disclosure of Contractual Obligations

None

16

Off-Balance Sheet Financing Arrangements

The Company had no off-balance sheet financing arrangements at September 30, 2017 and December 31, 2016.

General

The Company’s Financial Statements are prepared in accordance with U.S. generally accepted accounting principles, which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue, if any, and expenses, and the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. Management believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of the Financial Statements.

New Accounting Pronouncements

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

Item 3. Qualitative and Quantitative Disclosures About Market Risk

As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our President, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act.”)) and based upon this evaluation concluded that as of September 30, 2017, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 

Changes in Internal Control over Financial Reporting

None.

17

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company had no legal proceedings as of September 30, 2017.

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

On May 18, 2017, the Company entered into an Equity Purchase Agreement dated May 9, 2017 (“Purchase Agreement”) with Kodiak Capital Group, LLC (“Kodiak”), whereby Kodiak agreed to purchase up to 10,000,000 shares of its common stock, par value $0.0001 per share at a price of $0.10 per shares (the resulting in an aggregate gross proceeds to the Company of up to $1,000,000.  In addition, the Company extended a convertible promissory note in the amount of $50,000.  On September 29, 2017, the Company issued Kodiak 161,290 shares of its common stock in full settlement of that agreement.

On or about September 26, 2017 NABUfit Global, Inc. (the “Company”) entered into Subscription Agreements (“Subscription Agreements”) with Zat Invest, Hans Kjaer Holding and Brian Mertz for the purchase of 666,632 shares of restricted common stock for a total consideration of $201,280.  

18

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6.  Exhibits

The following exhibits are included as part of this report:

EXHIBIT NODESCRIPTION AND METHOD OF FILING

3.1	Amendment to Amended and Restated Certificate of Incorporation.
10.5	Convertible Promissory Note dated June 27, 2017 with MEMP Aps (previously filed as Exhibit 10.5 to quarterly report on form10Q filed August 21, 2017)
10.6	Amendment to Convertible Note dated August 14 ,2017 (previously filed as Exhibit 10.6 to quarterly report on form10Q filed August 21, 2017)
31.1	Certification of Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))
31.2	Certification of Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))
32.1	Certification of Principal Executive Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer  pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.l	Form Employment Agreement (Previously filed as Exhibit 99.1 to Form 8k filed on October 20, 2017)
99.2	2017 Equity Plan (Previously filed as Exhibit 99.2 to Form 8k filed on October 20, 2017)

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NABUFIT GLOBAL, INC.

Date:	November 14, 2017	By:	/s/ Mark Mersman
			Mark Mersman, Chief Executive Officer

Date:	November 14, 2017	By:	/s/ Robert K Bench
			Robert K Bench, Principal Financial Officer

20

EX-3.1

EXHIBIT 3.1

 

 

EX-31.1

EXHIBIT 31.1

CERTIFICATION

      I, Mark Mersman certify that:

      1.   I have reviewed this quarterly report on Form 10-Q of NABUfit Global, Inc.;

      2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

      3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

      4.   The small business issuer’s other certifying officers 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 small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or 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;

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

      5.   The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

E-1

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.      

Date: November 14, 2017	/s/ MARK MERSMAN
	Mark Mersman, Chief Executive Officer NABUfit Global, Inc.

E-2

EX-31.2

EXHIBIT 31.2

CERTIFICATION

      I, Robert K. Bench, certify that:

      1.   I have reviewed this quarterly report on Form 10-Q of NABUfit Global, Inc.;

      2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

      3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

      4.   The small business issuer’s other certifying officers 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 small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or 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;

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

      5.   The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

E-1

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.      

Date: November 14, 2017	/s/ ROBERT K. BENCH
	Robert K. Bench, Principal Financial Officer NABUfit Global, Inc.

E-2

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NABUfit Global, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Mersman, Principal Executive Officer and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

November 14, 2017	/s/ MARK MERSMAN
	Mark Mersman, Principal Executive Officer, Chief Executive Officer NABUfit Global, Inc.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NABUfit Global, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert K. Bench, Principal Financial Officer and President of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

November 14, 2017	/s/ ROBERT K. BENCH
	Robert K. Bench, Principal Financial Officer & President NABUfit Global, Inc.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 14, 2017
Details
Registrant Name	NABUFIT GLOBAL, INC.
Registrant CIK	0000726293
SEC Form	10-Q
Period End date	Sep. 30, 2017
Fiscal Year End	--12-31
Trading Symbol	nbft
Tax Identification Number (TIN)	841089377
Number of common stock shares outstanding		3,359,200
Filer Category	Smaller Reporting Company
Current with reporting	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Contained File Information, File Number	0-11730
Entity Incorporation, State Country Name	Delaware
Entity Address, Address Line One	626 East 1820 North
Entity Address, City or Town	Orem
Entity Address, State or Province	Utah
Entity Address, Postal Zip Code	84097
City Area Code	801
Local Phone Number	592-3000

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets
Cash	$ 31,594	$ 9,707
Prepaid expenses and other current assets	315,331	72,250
Current assets of discontinued operations	0	4,127,562
Total current assets	346,925	4,209,519
Total Assets	346,925	4,209,519
Current Liabilities
Accounts payable	75,174	36,998
Accrued liabilities	27,752	63,519
Related party payables	5,450	4,733
Convertible notes payable net of debt discount	32,320	0
Derivative liabilities	39,519	0
Current liabilities of discontinued operations	0	2,493,960
Total current liabilities	180,215	2,599,210
Total Liabilities	180,215	2,599,210
Commitments and Contingencies	0	0
STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value, 400,000 shares authorized; no shares issued and outstanding	0	0
Common stock $.0001 par value, 100,000,000 shares authorized; 3,359,200 and 854,338 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively.	336	85
Additional paid-in capital	7,945,990	6,055,755
Accumulated deficit	(7,779,616)	(4,411,001)
Accumulated other comprehensive loss	0	(34,530)
Total stockholders' equity	166,710	1,610,309
Total Liabilities and Stockholders' Equity	$ 346,925	$ 4,209,519

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Details
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	400,000	400,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	3,359,200	854,338
Common Stock, Shares, Outstanding	3,359,200	854,338

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Details
Revenue	$ 0	$ 0	$ 0	$ 0
Operating Expenses:
Selling, general and administrative	254,960	404,954	864,547	747,035
Total Operating Expenses	254,960	404,954	864,547	747,035
Loss from Operations	(254,960)	(404,954)	(864,547)	(747,035)
Other Income (Expense):
Interest expense	(89,190)	0	(199,962)	0
Loss on debt settlement	(416,809)	0	(416,809)	0
Gain on derivative	21,907	0	40,972	0
Total Other Income (Expense)	(484,092)	0	(575,799)	0
Net loss from continuing operations	(739,052)	(404,954)	(1,440,346)	(747,035)
Discontinued operations
Gain on sale of subsidiary	9,866	0	9,866	0
Discontinued operations year-to-date	(375,309)	(598,429)	(1,938,134)	(1,594,978)
Net loss from discontinued operations	(365,443)	(598,429)	(1,928,268)	(1,594,978)
Net Loss	$ (1,104,495)	$ (1,003,383)	$ (3,368,614)	$ (2,342,013)
Net loss per common share - basic and diluted:
Earnings Per Share Basic And Diluted Continuing operations	$ (0.70)	$ (0.57)	$ (1.50)	$ (1.12)
Earnings Per Share Basic And Diluted Discontinued operations	(0.35)	(0.85)	(2.01)	(2.40)
Total	$ (1.05)	$ (1.42)	$ (3.51)	$ (3.52)
Weighted average common shares outstanding - basic and diluted	1,051,253	706,955	959,244	665,208
Comprehensive Loss:
Net Loss	$ (1,104,495)	$ (1,003,383)	$ (3,368,614)	$ (2,342,013)
Other Comprehensive Income
Translation adjustments	(25,577)	12,144	34,530	39,650
Total Comprehensive Loss	$ (1,130,072)	$ (991,239)	$ (3,334,084)	$ (2,302,363)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Details
Net Loss	$ (3,368,614)	$ (2,342,013)
Net loss from discontinued operations	(1,928,268)	(1,594,978)
Net loss from continuing operations	(1,440,346)	(747,035)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	81,339	0
Shares issued for services	158,721	613,675
Amorization of debt discount	167,281	0
Gain on derivative	(40,972)	0
Loss on debt settlement	416,809	0
Foreign currency transaction loss	24,353	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(243,081)	120,000
Accounts payable	38,893	30,060
Accrued liabilities	(35,767)	3,000
Net Cash Used in Operating Activities - Continuing Operations	(872,770)	19,700
Net Cash Used in Operating Activities - Discontinued Operations	(1,659,022)	(2,210,690)
Net Cash Used in Operating Activities	(2,531,792)	(2,190,990)
Cash Flows From Financing Activities
Proceeds from issuance of common stock for cash	559,752	1,433,726
Proceeds from issuance of convertible notes payable	595,040	0
Net Cash Provided by Financing Activities	1,154,792	1,433,726
Net Cash Provided by Financing Activities - Continuing Operations	1,154,792	1,433,726
Net Cash Provided by Financing Activities - Discontinued Operations	0	0
Effect of exchange rate changes on cash	5,968	37,089
Net Decrease in Cash	(1,371,032)	(720,175)
Cash at Beginning of Period	1,402,626	1,133,247
Cash at End of Period	31,594	413,072
Noncash Investing and Financing Information:
Beneficial conversion features on convertible debt	87,686	0
Derivative liabilities on convertible debt	107,334	0
Conversion of notes payable to common stock	559,334	0
Settlement of derivative liability	26,843	0
Shares of common stock issued for subscriptions	0	514,571
Stock issued for prepaid expenses	0	73,600
Supplemental Disclosures of Cash Flow Information:
Cash Paid for Interest	0	0
Cash Paid for Taxes	$ 0	$ 0

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NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2017

Notes

NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION

NOTE 1 — THE COMPANY AND BASIS OF PRESENTATION

Financial Statement Presentation — The accompanying condensed consolidated financial statements for NABUFIT Global, Inc. (“NABUFIT Global”) and its wholly-owned subsidiaries NABUFIT Global ApS (“NABUFIT Denmark”), NABUFIT China Limited (“NABUFIT China”) and NABUFIT IP ApS (“NABUFIT IP”) (collectively “NABUFIT,” “we”, or “the Company”) are presented in conformity with accounting principles generally accepted in the United States of America.

Nature of Operations — Effective August 30, 2017, the Company entered into an Agreement on Transfer of Shares (“Transfer Agreement”) whereby it sold all of the interest held in its operating subsidiaries NABUFIT Denmark, NABUFIT China, and NABUFIT IP (“Operating Subsidiaries”) and consequently ceased its prior operations (“Operations Sale”).  See Note 4 – discontinued operations.  Prior to the Operations Sale, the Company, through its Operating Subsidiaries designed, manufactured and marketed the NABUFIT virtual training and fitness products and services (“NABUFIT Products”).  After completion of the Operations Sale, all of the Company’s equity in the Operating Subsidiaries were transferred and all of its interests in the NABUFIT Product and the associated technology and intellectual property ceased.

Following the Operations Sale, the Company commenced providing business consulting services to several companies in the medical marijuana and cannabis related industries.  These companies include an online company which provides education to healthcare professionals regarding medical cannabis and the endocannabinoid system, a distribution company focused on delivering best in class hemp oil and medical marijuana products and a wellness center delivering medical recommendations to patient and sales of CBD and hemp oil products.

In connection with such consulting agreements, the Company will provide the following services:

·              Strategic advisory and services;

·              Business services;

·              Marketing services;

·              Acquisition and development services; and

·              Strategic partnership and consolidation services.

Reverse Stock Split

Effective June 27, 2017, the Company filed an Amended and Restated Certificate of Incorporation (“Restated Certificate”) with the Delaware Secretary of State whereby the Company effected a reverse stock split to reduce the number of shares of outstanding common stock at a rate of 1 share for every 30 shares of common stock then outstanding (“Reverse Split”).  The approval of the Restated Certificate was approved by written consent of holders of a majority of the Company’s common stock.  Each stockholder owning fewer than 30 shares of common stock immediately before the effective time of the Reverse Stock Split received from the Company $0.10 in cash, without interest, for each of such shares of common stock; and (b) each stockholder owning of record 30 or more shares of common stock immediately before the effective time of the Reverse Split held, after the Reverse Split, the number of shares of common stock equal to 1/30th of the number held prior to the Reverse Split.  On June 28, 2017 the Company filed with the Securities and Exchange Commission (“SEC”), and the Company’s stockholders were furnished with a Definitive Information Statement filed on Schedule 14(c) to advise the stockholders of the corporate actions.  All share and per-share amounts included in this report have been restated to reflect the 1 for 30 reverse stock split.

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NOTE 2 - GOING CONCERN

9 Months Ended

Sep. 30, 2017

Notes

NOTE 2 - GOING CONCERN

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared with the recognition that there is considerable doubt about whether the Company can continue as a going concern.  As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $3,368,614 for the nine months ended September 30, 2017 and has an accumulated deficit of $7,779,616 at September 30, 2017.  The Company also used cash in operating activities of $2,531,792 during the nine months ended September 30, 2017.   After the discontinued operations, the financial situation is somewhat improved but the Company still has a net loss from continuing operations of $1,440,346 and net cash used in operating activities – continuing operations of $872,770 for the nine months ended September 30, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In order for us to continue as a going concern, we will need to obtain additional debt or equity financing. We are regularly and continually seeking additional funding from investors and from time to time we are in various stages of negotiations.  Nonetheless, to date we have not accomplished a financing of the size needed to put the Company on a stable operating basis. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to attain positive cash flow operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet our future obligations. All of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to cease operations.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2017

Notes

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information – The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Accordingly, they are condensed and do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature.  The results of operations for the nine months ended September 30, 2017, may not be indicative of the results that may be expected for the year ending December 31, 2017.

These financial statements should be read in conjunction with the financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation.

Principles of Consolidation – The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America and include operations and balances of NABUFIT Global, Inc. and its wholly-owned subsidiaries NABUFIT Denmark, NABUFIT China and NABUFIT IP.  Intercompany balances and transactions have been eliminated in consolidation.  NABUFIT China and NABUFIT IP have been formed but have no activity to date.  All three subsidiaries were sold to an employee of NABUFIT Denmark effective August 30, 2017.  As a result of this action, the current year and prior year disclosures reflect these operations as discontinued operations and prior year financial information has been restated to reflect this accounting treatment.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period.  Actual results could differ from those estimates. 

Fair Value – The fair values of the Company’s financial assets and liabilities approximate their carrying amounts at the reporting date.

Foreign Currency Transactions and Translations – For the purposes of this report, the functional currency of NABUFIT Denmark is the Danish Krone (DKK), the functional currency of NABUFIT China is the China Yuan Renminbi (CNY), and the functional currency of NABUFIT Global and the reporting currency is U.S. dollars (USD).  The Company translates the assets and liabilities of NABUFIT Denmark and NABUFIT China from the functional currency to U.S. dollars at the appropriate spot rates as of the balance sheet date. Equity balances are translated using historical exchange rates. Changes in the carrying value of these assets and liabilities attributable to fluctuations in spot rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income. Income statement accounts are translated using the average exchange rate during the period.

Monetary assets and liabilities denominated in a currency that is different from the functional currency must first be remeasured from the applicable currency to the functional currency. The effect of this remeasurement process is recognized translation adjustments in our statement of comprehensive loss.

The Company incurred foreign currency transaction losses of $24,353 and $0 during the nine months ended September 30, 2017 and 2016, respectively.  The foreign currency transaction loss was on a convertible note payable denominated in DKK that was settled during September 2017.

Cash and Cash Equivalents – The balance in cash and cash equivalents consists of cash reserves held in bank accounts. The Company maintains cash balances in bank accounts that, at times, exceed federally insured limits.  The Company has not experienced any losses in these accounts and believes it is not exposed to any significant risk with respect to cash.

Revenue Recognition – The Company recognizes revenue when persuasive evidence of an arrangement exists, performance of the service has occurred, the sales price charged is fixed or determinable, and collectability is reasonably assured.  Revenue is net of taxes and discounts and is recorded on an accrual basis. 

Software Development Costs – The Company expenses software development costs until the Company has a working business model for the software.

Income Taxes – The Company accounts for income taxes pursuant to Accounting Standards Codification (ASC) 740, Income Taxes, which requires the use of the asset and liability method of accounting for deferred income taxes.  We recognize deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years.

All allowances against deferred income tax assets are recorded in whole or in part, when it is more likely than not those deferred income tax assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates 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 that includes the enactment date.

A valuation allowance is required to the extent it is more-likely-than-not that a deferred tax asset will not be realized. ASC 740 also requires reporting of taxes based on tax positions that meet a more-likely-than-not standard and are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits.

Derivatives – The Company has entered into convertible debt agreements whereby the related conversion features are derivatives. Therefore, the Company has calculated the fair value of these derivatives on the execution dates and has also recorded a gain on derivative for the change in fair value from the execution date to the reporting date.

The Company estimates fair values of derivative financial instruments using the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock.

Basic and Diluted Loss Per Share – Basic loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period giving effect to potentially dilutive common stock equivalents.  As of September 30, 2017, the Company had common stock equivalents of 150,148 shares outstanding related to the convertible notes payable. 

New Accounting Pronouncements – The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

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NOTE 4 - DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2017

Notes

NOTE 4 - DISCONTINUED OPERATIONS

NOTE 4 – DISCONTINUED OPERATIONS

Effective August 31, 2017, the Company entered into an Agreement on Transfer of Shares (“Transfer Agreement”) with NABUfit Finance ApS, a Danish company (“Buyer”) wherein the Company agreed to sell to Buyer and Buyer agreed to purchase from the Company all of the issued and outstanding shares owned by the Company in its three wholly owned subsidiaries, NABUFIT Denmark, NABUFIT IP and NABUFIT China (the “Subsidiaries”).  The purchase price paid by Buyer for the Subsidiaries was DKK 250,000 (USD $40,000), plus possible additional consideration of up to DKK 350,000 ($56,000) in payments related to tax refunds due to the Subsidiaries in the fourth quarter of 2017.

The operating results of NABUFIT Denmark have been classified as discontinued operations for all periods presented.  NABUFIT China and NABUFIT IP were newly formed entities with no operations to report. 

The following are the key components of the sale and discontinued operations:

Sales price	$             40,000
Expected tax refund	56,000
Carrying value of disposed business, net write off of intercompany receivable	(44,629)
Expenses related to the sale	(1,135)
Loss on sale before write-off of foreign currency translation adjustments	50,236
Write-off of foreign currency translation adjustments recorded in other comprehensive income	(40,370)
Gain on sale of subsidiary	9,866
Discontinued operations year-to-date	(1,938,134)
Loss on sale of discontinued operations	$       (1,928,268)

The account classifications that make up the discontinued operations as of December 31, 2016, on the balance sheet, are shown below:

	Balance Sheet
	12/31/2016
Assets
Cash	1,392,919
Prepaids	2,684,832
VAT receivable	35,283
Deposits	14,528
Current asset of discontinued operations	4,127,562
Liabilities
Accounts payable	(227,091)
Accrued liabilities	(2,241,419)
Related party payables	(25,450)
Current liabilities of discontinued operations	(2,493,960)

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NOTE 5 - ACCRUED LIABILITIES

9 Months Ended

Sep. 30, 2017

Notes

NOTE 5 - ACCRUED LIABILITIES

NOTE 5 – ACCRUED LIABILITIES

As of September 30, 2017 and December 31, 2016, the Company had accrued liabilities of $27,752 and $2,304,938, respectively. The accrued liabilities as of September 30, 2017 and December 31, 2016 consist mainly of $0 and $2,115,890 due over the next 18 months on an ambassador contract with Neymar that was entered into during the prior year.  This contract was sold as part of the Transfer of shares. See Note 4.

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NOTE 6 - CONVERTIBLE NOTES PAYABLE

9 Months Ended

Sep. 30, 2017

Notes

NOTE 6 - CONVERTIBLE NOTES PAYABLE

NOTE 6 – CONVERTIBLE NOTES PAYABLE

	September 30, 2017
March 23, 2017, the Company issued four convertible notes payable for total cash proceeds of 1,000,000 DKK ($145,034 as of March 23, 2017).  The notes bore no interest and matured on May 1, 2017 and automatically converted into shares of the Company’s common stock at $3.00 per share on the maturity date.  The fair value of the stock on March 23, 2017 was $4.80 so the Company recognized a beneficial conversion feature and debt discount of $87,020.  The discount was amortized over the term of the notes.  The balance of the debt discount was $0 as of September 30, 2017.	$                               -
May 9, 2017 convertible note payable of $58,000 to a third party at 9% interest and February 9, 2018 maturity date; principal and accrued interest is convertible at 65% of market value on the date of conversion; market value is calculated as the average of the 5 lowest close prices of the common stock during the previous 10 trading days; convertible into 22,222 shares at a conversion price of $2.61 as of the May 9, 2017 measurement date; convertible 180 days after the issue date until the maturity date. The Company recorded a derivative of $75,957 on May 9, 2017 due to the variable nature of the conversion price, as well as, a debt discount of $58,000 and a loss on derivative of $17,957.  The discount is amortized over the term of the note.  The derivative was remeasured on June 30, 2017 and September 30, 2017, which resulted in a gain on derivative of $25,287 and $11,151, respectively.  The balance of the debt discount was $27,739 as of September 30, 2017.	60,059
May 10, 2017 convertible note payable of $50,000 to a third party at 0% interest and November 9, 2017 maturity date; on September 29, 2017, the note was converted into 161,290 shares of common stock at $0.31 per share.  The Company recorded a derivative of $49,334 on May 10, 2017 due to the variable nature of the conversion price, as well as, a debt discount of $50,000.  The derivative was remeasured on June 30, 2017 and September 29, 2017, which resulted in a gain on derivative of $11,735 and $10,756, respectively.  Upon conversion to equity, the $26,843 derivative liability was settled with a charge to additional paid-in capital and the remaining debt discount was amortized to interest expense.	-
June 27, 2017 convertible note payable of 2,200,000 DKK ($331,325 at June 27, 2017) to a third party at 12% interest; cash proceeds were net of a loan origination fee of $33,133.  Effective September 18, 2017, the Company issued 1,214,333 shares of common stock valued at $0.30 per share, to settle the principal plus accrued interest ($354,839 principal and $9,461 accrued interest based on rates in the settlement agreement).  The Company recognized a foreign currency transaction loss of $24,353.	-
Total	60,059
Less debt discount	(27,739)
Balance of convertible notes payable, net	32,320
Less current portion	32,320
Long-term convertible notes payable, net	$                               -

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NOTE 7 - DERIVATIVE LIABILITIES

9 Months Ended

Sep. 30, 2017

Notes

NOTE 7 - DERIVATIVE LIABILITIES

NOTE 7 – DERIVATIVE LIABILITIES

The Company evaluated the terms of the convertible debt conversion features under the applicable accounting literature, including Derivatives and Hedging, ASC 815, and determined that certain features required separate accounting as derivatives. The derivatives were recorded as "derivative liabilities" on the condensed consolidated balance sheets and will be adjusted to reflect fair value at each reporting date. The total fair value of the derivative liabilities at issuance was $107,334. The fair value of the derivative liabilities at September 30, 2017 was $39,519. The Company recognized a gain of $40,972 for the nine months ended September 30, 2017, which is presented as "gain on derivative" on the condensed consolidated statements of operations, and recognized a $26,843 reduction in the derivative liability related to the settlement of a convertible note payable.  The $26,843 was recorded as a credit to additional paid-in capital.

On May 9, 2017, the Company recorded a derivative liability of $75,957 on convertible debt due to the variable nature of the conversion price.  The valuation was based on the Black-Scholes model.  The Company recorded a loss on derivative of $17,957 since the value of the derivative was greater than the proceeds from the convertible note.  As of September 30, 2017, the derivative liability was remeasured at $39,519. 

The details are as follows:

	May 9,	June 30,	September 30,
	2017	2017	2017
Stock price at valuation date	$            5.10	$            2.40	$            0.61
Conversion price	$            2.61	$            1.56	$            0.40
Risk free rate	1.07%	1.14%	1.11%
Volatility	160.28%	148.43%	112.12%
Number of shares if converted	22,222	37,656	150,148
Value of derivative	$        75,957	$        50,670	$        39,519
Gain (loss) on derivative	$      (17,957)	$        25,287	$        11,151

On May 10, 2017, the Company recorded a derivative liability of $49,334 on convertible debt due to a round- down provision of the conversion price.  The valuation was based on the Black-Scholes model.  As of September 29, 2017, the derivative liability was valued at $26,843.  The valuation was done as of September 29, 2017 since that is the date the note was converted to shares of common stock.  The details are as follows:

	May 9,	June 30,	September 29,
	2017	2017	2017
Stock price at valuation date	$            5.10	$            2.40	$            0.61
Conversion price	$            3.00	$            1.56	$            0.40
Risk free rate	1.02%	1.05%	0.99%
Volatility	160.26%	124.88%	85.30%
Number of shares if converted	16,667	32,051	125,000
Value of derivative	$        49,334	$        37,599	$        26,843
Gain on derivative	$                  -	$        11,735	$        10,756

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NOTE 8 - FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2017

Notes

NOTE 8 - FAIR VALUE MEASUREMENTS

NOTE 8 – FAIR VALUE MEASUREMENTS

Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

·Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

·Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

·Level 3: Pricing inputs that are generally unobservable and are supported by little or no market data.

Financial Assets Measured on a Recurring Basis

Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The following table summarizes the valuation of our financial assets measured at fair value on a recurring basis as of September 30, 2017:

	Level 1	Level 2	Level 3	Total
Liabilities:
Derivative Liabilities	$       -	$       -	$ 39,519	$ 39,519

In accordance with U.S. GAAP, we use market prices and pricing models for fair value measurements of our derivative financial instruments.

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NOTE 9 - SHAREHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2017

Notes

NOTE 9 - SHAREHOLDERS' EQUITY

NOTE 9 – SHAREHOLDERS’ EQUITY

We have authorized capital stock consisting of 100,000,000 shares of $0.0001 par value common stock and 400,000 shares of $0.0001 par value preferred stock. As of September 30, 2017 and December 31, 2016, we had 3,359,200 (post-reverse stock split) and 854,338 (post-reverse stock split) shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding.

During March 2017, the Company recorded a credit to additional paid-in capital of $87,020 for the beneficial conversion feature described in Note 5.

On April 3, 2017, the Company entered into a Common Stock Subscription Agreement with LF Investments ApS for the purchase of 71,667 shares at the price of $3.00 per share for $215,000.

On May 1, 2017, the Company entered into a Common Stock Subscription Agreement with Hans Kjaer Holding A/S for the purchase of 47,824 shares at the price of $3.00 per share for $143,472. 

On May 9, 2017, the Company issued 48,345 shares of common stock at $3.00 per share to settle the convertible notes payable of $145,034.

On September 29, 2017, the Company issued 666,632 shares of common stock for $201,280 of cash; 129,032 of these shares were to Brian Mertz, the CEO.  The Company also issued 1,666,678 shares of common stock for services and settlement of convertible notes payable and accounts payable for $0.61 per share, which was the quoted market price.  Shares issued for services totaled 220,228 and were valued at $134,339; $88,506 of this balance was for Brian Mertz’s salary from October through December 2017, which is classified as a prepaid expenses as of September 30, 2017.  Convertible notes payable of $414,300 were settled for 1,375,623 shares.  Accounts payable of $24,382 were settled for 70,827 shares, which included $5,532 of related party payables to Brian Mertz.  The Company recognized a loss on debt settlement of $416,809 on the settlement of the convertible notes payable and accounts payable.

Total share-based compensation of $81,339 was recognized during the nine months ended September 30, 2017.  As of September 30, 2017, the Company had no unrecognized share-based compensation.

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NOTE 10 - RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2017

Notes

NOTE 10 - RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

As of September 30, 2017 and December 31, 2016, the Company had related party payables of $5,450 and $30,183 to its CEO and Board Chairman for expenses related to the operation of the business.  These payables were due on demand with no interest.  Additional related party transactions were disclosed in Note 9.

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NOTE 11 - SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2017

Notes

NOTE 11 - SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

On October 13, 2017, the Company paid $75,038 to the holder of the convertible promissory note dated May 9, 2017 to settle the outstanding principal and interest.  The payment included a prepayment penalty of $11,876.

On October 11, 2017, Brian Mertz resigned as the Company’s Chief Executive Officer. The resignation was not related to any disagreements with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.

On October 18, 2017, the Board appointed Mark Mersman as the Company’s Chief Executive Officer and Chief Information Officer and Scott Cox as the Company’s President and Chief Operating Officer.   Pursuant to that appointment, the Company agreed to issue each of Mr. Mersman and Mr. Cox 100,000 shares of the Company’s Common Stock as a signing bonus with the ability to earn additional shares upon meeting certain performance milestones pursuant to their Employment Agreements.

The Incentive Plan was approved by the Nabufit Board on October 18, 2017 and by a majority of the Nabufit stockholders on October 19, 2017. The Incentive Plan permits Nabufit to grant “Awards,” that may consist of stock options, the grant or sale of restricted stock (“Restricted Stock”), stock appreciation rights (“SARs”), or hypothetical units issued with reference to Nabufit common stock (“Restricted Stock Units”), for up to 4,000,000 shares of Nabufit common stock. Awards may be granted under the Incentive Plan to employees, directors, and consultants of Nabufit and its subsidiaries, including also subsidiaries that Nabufit may form or acquire in the future. The Incentive Plan will be administered by the Nabufit Board or by a committee authorized by the Nabufit Board (the “Committee”), which will make all determinations with regard to the grant and terms of Awards, subject to the terms of the Incentive Plan.

Effective October 18, 2017, Directors Mads H. Fredericksen, Jorgen Buhl Rasmussen, Kristoffer Ewald and Allan J. Vestergaard resigned from the Board of Directors.  The resignations were not related to any disagreements with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.

On October 18, 2017, the shareholders holding a majority of the issued and outstanding shares of the Company’s common stock elected Ole Sigetty, Brian Palm Svaneeng Mertz, Mark Mersman, Scott Cox and Benjamin Esque as Directors of the Company, to serve until his respective successor is duly elected and qualified or his earlier resignation, death or removal by the stockholders of the Company.  Ole Sigetty and Brian Mertz have previously served as officers and directors of the Company.

On October 18, 2017, the shareholders holding a majority of the Company’s issued and outstanding shares of common stock approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the name of the Company to “NewBridge Global Ventures, Inc.” (“Amendment”).   The Amendment will be effective on the date which is 20 days after notice is provided to the shareholders of the Company, or about November 21, 2017.  

On November 10, 2017, the Company entered into an assignment agreement with Mustang Capital, LLC (“Mustang”) whereby Mustang has assigned all beneficial interest into an existing Management Consulting Agreement with Elevated Portfolio Holdings, LLC.  Mustang is controlled by Mark Mersman, CEO.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2017

Policies

Principles of Consolidation

Principles of Consolidation – The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America and include operations and balances of NABUFIT Global, Inc. and its wholly-owned subsidiaries NABUFIT Denmark, NABUFIT China and NABUFIT IP.  Intercompany balances and transactions have been eliminated in consolidation.  NABUFIT China and NABUFIT IP have been formed but have no activity to date.  All three subsidiaries were sold to an employee of NABUFIT Denmark effective August 30, 2017.  As a result of this action, the current year and prior year disclosures reflect these operations as discontinued operations and prior year financial information has been restated to reflect this accounting treatment.

Use of Estimates

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period.  Actual results could differ from those estimates. 

Fair Value

Fair Value – The fair values of the Company’s financial assets and liabilities approximate their carrying amounts at the reporting date.

Foreign Currency Transactions and Translations

Foreign Currency Transactions and Translations – For the purposes of this report, the functional currency of NABUFIT Denmark is the Danish Krone (DKK), the functional currency of NABUFIT China is the China Yuan Renminbi (CNY), and the functional currency of NABUFIT Global and the reporting currency is U.S. dollars (USD).  The Company translates the assets and liabilities of NABUFIT Denmark and NABUFIT China from the functional currency to U.S. dollars at the appropriate spot rates as of the balance sheet date. Equity balances are translated using historical exchange rates. Changes in the carrying value of these assets and liabilities attributable to fluctuations in spot rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income. Income statement accounts are translated using the average exchange rate during the period.

Monetary assets and liabilities denominated in a currency that is different from the functional currency must first be remeasured from the applicable currency to the functional currency. The effect of this remeasurement process is recognized translation adjustments in our statement of comprehensive loss.

The Company incurred foreign currency transaction losses of $24,353 and $0 during the nine months ended September 30, 2017 and 2016, respectively.  The foreign currency transaction loss was on a convertible note payable denominated in DKK that was settled during September 2017.

Cash and Cash Equivalents

Cash and Cash Equivalents – The balance in cash and cash equivalents consists of cash reserves held in bank accounts. The Company maintains cash balances in bank accounts that, at times, exceed federally insured limits.  The Company has not experienced any losses in these accounts and believes it is not exposed to any significant risk with respect to cash.

Revenue Recognition

Revenue Recognition – The Company recognizes revenue when persuasive evidence of an arrangement exists, performance of the service has occurred, the sales price charged is fixed or determinable, and collectability is reasonably assured.  Revenue is net of taxes and discounts and is recorded on an accrual basis. 

Software Development Costs

Software Development Costs – The Company expenses software development costs until the Company has a working business model for the software.

Income Taxes

Income Taxes – The Company accounts for income taxes pursuant to Accounting Standards Codification (ASC) 740, Income Taxes, which requires the use of the asset and liability method of accounting for deferred income taxes.  We recognize deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years.

All allowances against deferred income tax assets are recorded in whole or in part, when it is more likely than not those deferred income tax assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates 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 that includes the enactment date.

A valuation allowance is required to the extent it is more-likely-than-not that a deferred tax asset will not be realized. ASC 740 also requires reporting of taxes based on tax positions that meet a more-likely-than-not standard and are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits.

Derivatives

Derivatives – The Company has entered into convertible debt agreements whereby the related conversion features are derivatives. Therefore, the Company has calculated the fair value of these derivatives on the execution dates and has also recorded a gain on derivative for the change in fair value from the execution date to the reporting date.

The Company estimates fair values of derivative financial instruments using the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock.

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share – Basic loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period giving effect to potentially dilutive common stock equivalents.  As of September 30, 2017, the Company had common stock equivalents of 150,148 shares outstanding related to the convertible notes payable. 

New Accounting Pronouncements

New Accounting Pronouncements – The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

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NOTE 4 - DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2017

Tables/Schedules

Schedule of the sale and discontinued operations

The following are the key components of the sale and discontinued operations:

Sales price	$             40,000
Expected tax refund	56,000
Carrying value of disposed business, net write off of intercompany receivable	(44,629)
Expenses related to the sale	(1,135)
Loss on sale before write-off of foreign currency translation adjustments	50,236
Write-off of foreign currency translation adjustments recorded in other comprehensive income	(40,370)
Gain on sale of subsidiary	9,866
Discontinued operations year-to-date	(1,938,134)
Loss on sale of discontinued operations	$       (1,928,268)

The account classifications that make up the discontinued operations as of December 31, 2016, on the balance sheet, are shown below:

	Balance Sheet
	12/31/2016
Assets
Cash	1,392,919
Prepaids	2,684,832
VAT receivable	35,283
Deposits	14,528
Current asset of discontinued operations	4,127,562
Liabilities
Accounts payable	(227,091)
Accrued liabilities	(2,241,419)
Related party payables	(25,450)
Current liabilities of discontinued operations	(2,493,960)

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NOTE 6 - CONVERTIBLE NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2017

Tables/Schedules

Schedule Of Debt Conversions

	September 30, 2017
March 23, 2017, the Company issued four convertible notes payable for total cash proceeds of 1,000,000 DKK ($145,034 as of March 23, 2017).  The notes bore no interest and matured on May 1, 2017 and automatically converted into shares of the Company’s common stock at $3.00 per share on the maturity date.  The fair value of the stock on March 23, 2017 was $4.80 so the Company recognized a beneficial conversion feature and debt discount of $87,020.  The discount was amortized over the term of the notes.  The balance of the debt discount was $0 as of September 30, 2017.	$                               -
May 9, 2017 convertible note payable of $58,000 to a third party at 9% interest and February 9, 2018 maturity date; principal and accrued interest is convertible at 65% of market value on the date of conversion; market value is calculated as the average of the 5 lowest close prices of the common stock during the previous 10 trading days; convertible into 22,222 shares at a conversion price of $2.61 as of the May 9, 2017 measurement date; convertible 180 days after the issue date until the maturity date. The Company recorded a derivative of $75,957 on May 9, 2017 due to the variable nature of the conversion price, as well as, a debt discount of $58,000 and a loss on derivative of $17,957.  The discount is amortized over the term of the note.  The derivative was remeasured on June 30, 2017 and September 30, 2017, which resulted in a gain on derivative of $25,287 and $11,151, respectively.  The balance of the debt discount was $27,739 as of September 30, 2017.	60,059
May 10, 2017 convertible note payable of $50,000 to a third party at 0% interest and November 9, 2017 maturity date; on September 29, 2017, the note was converted into 161,290 shares of common stock at $0.31 per share.  The Company recorded a derivative of $49,334 on May 10, 2017 due to the variable nature of the conversion price, as well as, a debt discount of $50,000.  The derivative was remeasured on June 30, 2017 and September 29, 2017, which resulted in a gain on derivative of $11,735 and $10,756, respectively.  Upon conversion to equity, the $26,843 derivative liability was settled with a charge to additional paid-in capital and the remaining debt discount was amortized to interest expense.	-
June 27, 2017 convertible note payable of 2,200,000 DKK ($331,325 at June 27, 2017) to a third party at 12% interest; cash proceeds were net of a loan origination fee of $33,133.  Effective September 18, 2017, the Company issued 1,214,333 shares of common stock valued at $0.30 per share, to settle the principal plus accrued interest ($354,839 principal and $9,461 accrued interest based on rates in the settlement agreement).  The Company recognized a foreign currency transaction loss of $24,353.	-
Total	60,059
Less debt discount	(27,739)
Balance of convertible notes payable, net	32,320
Less current portion	32,320
Long-term convertible notes payable, net	$                               -

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NOTE 7 - DERIVATIVE LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2017

Tables/Schedules

Schedule Of Derivative Liabilities At Fair Value

The details are as follows:

	May 9,	June 30,	September 30,
	2017	2017	2017
Stock price at valuation date	$            5.10	$            2.40	$            0.61
Conversion price	$            2.61	$            1.56	$            0.40
Risk free rate	1.07%	1.14%	1.11%
Volatility	160.28%	148.43%	112.12%
Number of shares if converted	22,222	37,656	150,148
Value of derivative	$        75,957	$        50,670	$        39,519
Gain (loss) on derivative	$      (17,957)	$        25,287	$        11,151

On May 10, 2017, the Company recorded a derivative liability of $49,334 on convertible debt due to a round- down provision of the conversion price.  The valuation was based on the Black-Scholes model.  As of September 29, 2017, the derivative liability was valued at $26,843.  The valuation was done as of September 29, 2017 since that is the date the note was converted to shares of common stock.  The details are as follows:

	May 9,	June 30,	September 29,
	2017	2017	2017
Stock price at valuation date	$            5.10	$            2.40	$            0.61
Conversion price	$            3.00	$            1.56	$            0.40
Risk free rate	1.02%	1.05%	0.99%
Volatility	160.26%	124.88%	85.30%
Number of shares if converted	16,667	32,051	125,000
Value of derivative	$        49,334	$        37,599	$        26,843
Gain on derivative	$                  -	$        11,735	$        10,756

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NOTE 8 - FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2017

Tables/Schedules

Schedule of faire value on a recurring basis

The following table summarizes the valuation of our financial assets measured at fair value on a recurring basis as of September 30, 2017:

	Level 1	Level 2	Level 3	Total
Liabilities:
Derivative Liabilities	$       -	$       -	$ 39,519	$ 39,519

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NOTE 2 - GOING CONCERN (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Details
Net Loss	$ (1,104,495)	$ (1,003,383)	$ (3,368,614)	$ (2,342,013)
Accumulated deficit	(7,779,616)		(7,779,616)		$ (4,411,001)
Net Cash Used in Operating Activities			(2,531,792)	(2,190,990)
Net loss from continuing operations	$ (739,052)	$ (404,954)	(1,440,346)	(747,035)
Net Cash Used in Operating Activities - Continuing Operations			$ (872,770)	$ 19,700

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Transactions and Translations (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Details
Foreign Currency Transaction Gain (Loss), Realized	$ 24,353	$ 0

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Loss Per Share (Details)	9 Months Ended
	Sep. 30, 2017 shares
Convertible Debt Securities
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	150,148

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NOTE 4 - DISCONTINUED OPERATIONS (Details) - NABUfit Finance ApS	9 Months Ended
	Sep. 30, 2017 USD ($)
Proceeds from Sales of Business, Affiliate and Productive Assets	$ 40,000
Expected tax refund	56,000
Denmark, Kroner
Proceeds from Sales of Business, Affiliate and Productive Assets	250,000
Expected tax refund	$ 350,000

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NOTE 4 - DISCONTINUED OPERATIONS: Schedule of the sale and discontinued operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Gain on sale of subsidiary	$ 9,866	$ 0	$ 9,866	$ 0
Discontinued operations year-to-date	(375,309)	(598,429)	(1,938,134)	(1,594,978)
Net loss from discontinued operations	(365,443)	$ (598,429)	(1,928,268)	$ (1,594,978)
Assets
Cash	31,594		31,594		$ 9,707
Prepaids	315,331		315,331		72,250
Current asset of discontinued operations	346,925		346,925		4,209,519
Liabilities
Accounts payable	75,174		75,174		36,998
Accrued liabilities	27,752		27,752		63,519
Related party payables	5,450		5,450		4,733
Current liabilities of discontinued operations	180,215		180,215		2,599,210
Discontinued Operations
Proceeds from Sales of Business, Affiliate and Productive Assets			40,000
Expected tax refund	56,000		56,000
Write-off of intercompany receivable	$ 44,629		44,629
Sales Commissions and Fees			(1,135)
Loss on sale before write-off of foreign currency translation adjustments			50,236
Write-off of foreign currency translation adjustments recorded in other comprehensive income			(40,370)
Gain on sale of subsidiary			9,866
Discontinued operations year-to-date			(1,938,134)
Net loss from discontinued operations			$ (1,928,268)
Assets
Cash					1,392,919
Prepaids					2,684,832
Deposits					14,528
Current asset of discontinued operations					4,127,562
Liabilities
Accounts payable					(227,091)
Accrued liabilities					(2,241,419)
Related party payables					(25,450)
Current liabilities of discontinued operations					$ (2,493,960)

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NOTE 5 - ACCRUED LIABILITIES (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accrued liabilities	$ 27,752	$ 63,519
Neymar Contract
Accrued liabilities	$ 0	2,115,890
Discontinued Operations
Accrued liabilities		(2,241,419)
Accrued Liabilities		$ 2,304,938

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NOTE 6 - CONVERTIBLE NOTES PAYABLE: Schedule Of Debt Conversions (Details) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended
	May 09, 2017	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	May 10, 2017	Mar. 23, 2017	Dec. 31, 2016
Proceeds from issuance of convertible notes payable					$ 595,040	$ 0
Share Price	$ 3.00
Beneficial conversion features on convertible debt					87,686	0
Debt discount		$ (27,739)			(27,739)
Notes Payable		60,059			60,059
Derivative liabilities		39,519			39,519				$ 0
Gain on derivative		21,907	$ 0		40,972	0
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt					26,843
Conversion of notes payable to common stock	$ 145,034				559,334	0
Foreign Currency Transaction Gain (Loss), Realized					24,353	$ 0
Notes Payable		60,059			60,059
Balance of convertible notes payable, net		32,320			32,320
Less current portion		32,320			32,320				$ 0
Long-term convertible notes payable, net		$ 0			0
03-23-2017 Note
Proceeds from issuance of convertible notes payable					$ 145,034
Debt Instrument, Interest Rate, Stated Percentage		0.00%			0.00%
Debt Instrument, Maturity Date					May 01, 2017
Conversion price								$ 3.00
Share Price								$ 4.80
Beneficial conversion features on convertible debt					$ 87,020
Debt discount		$ 0			0
Notes Payable		0			0
Notes Payable		$ 0			0
03-23-2017 Note | Denmark, Kroner
Proceeds from issuance of convertible notes payable					$ 1,000,000
05-09-2017 Note
Debt Instrument, Interest Rate, Stated Percentage		9.00%			9.00%
Debt Instrument, Maturity Date					Feb. 09, 2018
Conversion price	$ 2.61	$ 0.40		$ 1.56	$ 0.40
Share Price	$ 5.10	$ 0.61		$ 2.40	$ 0.61
Debt discount	$ 58,000	$ 27,739			$ 27,739
Notes Payable		60,059			60,059
Debt Instrument, Face Amount		58,000			$ 58,000
Debt Instrument, Convertible, Terms of Conversion Feature					principal and accrued interest is convertible at 65% of market value on the date of conversion; market value is calculated as the average of the 5 lowest close prices of the common stock during the previous 10 trading days; convertible into 22,222 shares at a conversion price of $2.61 as of the May 9, 2017 measurement date; convertible 180 days after the issue date until the maturity date
Derivative liabilities		75,957			$ 75,957
Derivative, Loss on Derivative	$ 17,957
Gain on derivative				$ 25,287	11,151
Notes Payable		$ 60,059			$ 60,059
05-10-2017 Note
Debt Instrument, Interest Rate, Stated Percentage		0.00%			0.00%
Debt Instrument, Maturity Date					Sep. 29, 2017
Conversion price	$ 3.00	$ 0.40		$ 1.56	$ 0.40
Share Price	$ 5.10	$ 0.61		$ 2.40	$ 0.61
Debt discount							$ 50,000
Notes Payable		$ 0			$ 0
Debt Instrument, Face Amount		50,000			50,000
Derivative liabilities		49,334			49,334
Gain on derivative	$ 0			$ 11,735	10,756
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt					26,843
Notes Payable		$ 0			$ 0
06-27-2017 Note
Debt Instrument, Interest Rate, Stated Percentage		12.00%			12.00%
Notes Payable		$ 0			$ 0
Conversion of notes payable to common stock					331,325
Proceeds from Convertible Debt					33,133
Foreign Currency Transaction Gain (Loss), Realized					24,353
Notes Payable		0			0
06-27-2017 Note | Principal
Long-term Debt, Gross		354,839			354,839
06-27-2017 Note | Interest
Long-term Debt, Gross		9,461			9,461
06-27-2017 Note | Denmark, Kroner
Debt Instrument, Face Amount		$ 2,200,000			$ 2,200,000

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NOTE 7 - DERIVATIVE LIABILITIES (Details) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended
	May 09, 2017	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Value of derivative		$ 39,519			$ 39,519
Gain on derivative		21,907	$ 0		40,972	$ 0
Increase (Decrease) in Derivative Liabilities					26,843
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt					26,843
Derivative liabilities		39,519			39,519		$ 0
05-09-2017 Note
Value of derivative	$ 75,957	39,519		$ 50,670	39,519
Gain on derivative				$ 25,287	11,151
Derivative liabilities		75,957			$ 75,957
Fair Value, Option, Methodology and Assumptions					Black-Scholes model
Derivative, Loss on Derivative	$ 17,957
At issuance
Value of derivative		$ 107,334			$ 107,334

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NOTE 7 - DERIVATIVE LIABILITIES: Schedule Of Derivative Liabilities At Fair Value (Details) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended
	May 09, 2017	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Stock price at valuation date	$ 3.00
Value of derivative		$ 39,519			$ 39,519
Derivative liabilities		39,519			39,519		$ 0
Gain on derivative		$ 21,907	$ 0		$ 40,972	$ 0
05-09-2017 Note
Stock price at valuation date	5.10	$ 0.61		$ 2.40	$ 0.61
Conversion price	$ 2.61	$ 0.40		$ 1.56	$ 0.40
Risk free rate	1.07%			1.14%	1.11%
Volatility	160.28%			148.43%	112.12%
Number of shares if converted	22,222	150,148		37,656	150,148
Value of derivative	$ 75,957	$ 39,519		$ 50,670	$ 39,519
Gain (loss) on derivative	$ (17,957)			25,287	11,151
Derivative liabilities		$ 75,957			$ 75,957
Fair Value, Option, Methodology and Assumptions					Black-Scholes model
Gain on derivative				$ 25,287	$ 11,151
05-10-2017 Note
Stock price at valuation date	$ 5.10	$ 0.61		$ 2.40	$ 0.61
Conversion price	$ 3.00	$ 0.40		$ 1.56	$ 0.40
Risk free rate	1.02%			1.05%	0.99%
Volatility	160.26%			124.88%	85.30%
Number of shares if converted	16,667	125,000		32,051	125,000
Value of derivative	$ 49,334	$ 26,843		$ 37,599	$ 26,843
Derivative liabilities		$ 49,334			$ 49,334
Fair Value, Option, Methodology and Assumptions					Black-Scholes model
Gain on derivative	$ 0			$ 11,735	$ 10,756

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NOTE 8 - FAIR VALUE MEASUREMENTS: Schedule of faire value on a recurring basis (Details)	Sep. 30, 2017 USD ($)
Assets, Fair Value Disclosure, Recurring	$ 39,519
Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure, Recurring	0
Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure, Recurring	0
Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure, Recurring	$ 39,519

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NOTE 9 - SHAREHOLDERS' EQUITY (Details) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 29, 2017	May 09, 2017	Mar. 31, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	May 01, 2017	Apr. 03, 2017	Dec. 31, 2016
Common Stock, Shares Authorized				100,000,000		100,000,000				100,000,000
Common Stock, Par or Stated Value Per Share				$ 0.0001		$ 0.0001				$ 0.0001
Preferred Stock, Shares Authorized				400,000		400,000				400,000
Preferred Stock, Par or Stated Value Per Share				$ 0.0001		$ 0.0001				$ 0.0001
Common Stock, Shares, Issued				3,359,200		3,359,200				854,338
Preferred Stock, Shares Issued				0		0				0
Additional paid-in capital for the beneficial conversion feature			$ 87,020
Sale of Stock, Price Per Share								$ 3.00	$ 3.00
Debt Conversion, Converted Instrument, Shares Issued		48,345
Share Price		$ 3.00
Conversion of notes payable to common stock		$ 145,034				$ 559,334	$ 0
Stock Issued During Period, Value, Issued for Services	$ 201,280					134,339
Accounts Payable				$ 24,382		24,382
Related party payables				5,450		5,450				$ 4,733
Loss on debt settlement				416,809	$ 0	416,809	$ 0
Allocated Share-based Compensation Expense						81,339
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized				0		0
Convertible Debt Securities
Conversion of notes payable to common stock						414,300
Chief Executive Officer
Stock Issued During Period, Value, Issued for Services						88,506
Related party payables				$ 5,532		$ 5,532
Common Stock
Stock Issued During Period, Shares, Issued for Services	666,632					220,228
Stock Issued During Period, Shares, Conversion of Convertible Securities	1,666,678					1,375,623
Shares Issued, Price Per Share	$ 0.61
Stock Issued During Period, Shares, Other						70,827
Common Stock | Chief Executive Officer
Stock Issued During Period, Shares, Issued for Services	129,032
LF Investments ApS
Stoock shares subscribed									71,667
Stock amount subscribed									$ 215,000
Hans Kjaer Holding A/S
Stoock shares subscribed								47,824
Stock amount subscribed								$ 143,472

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NOTE 10 - RELATED PARTY TRANSACTIONS (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Related party payables	$ 5,450	$ 4,733
Board of Directors Chairman
Related party payables	$ 5,450	$ 30,183

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NOTE 11 - SUBSEQUENT EVENTS (Details) - Subsequent Event	9 Months Ended
	Sep. 30, 2017 USD ($) shares
Incentive Plan	The Incentive Plan was approved by the Nabufit Board on October 18, 2017 and by a majority of the Nabufit stockholders on October 19, 2017. The Incentive Plan permits Nabufit to grant “Awards,” that may consist of stock options, the grant or sale of restricted stock (“Restricted Stock”), stock appreciation rights (“SARs”), or hypothetical units issued with reference to Nabufit common stock (“Restricted Stock Units”), for up to 4,000,000 shares of Nabufit common stock.
Chief Executive Officer
Stock Issued During Period, Shares, Issued for Services | shares	100,000
05-09-2017 Note
Repayments of Notes Payable	$ 75,038
Increase (Decrease) in Notes Payable, Current	$ 11,876