UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 ~~June~~September 30, 2020

Commission File Number: 333-205604

Global Boatworks Holdings, Inc.

(Exact name of registrant as specified in its charter)



Florida		81-0750562
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~2637~~1707 ~~Atlantic~~North ~~Blvd.~~Charles ~~#134~~Street, Suite 200A

~~Pompano Beach~~Baltimore, ~~FL 33062~~Maryland 21201

(Address of principal executive offices) (Zip Code)

~~954~~443-~~934~~863-~~9400~~7234

(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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

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



Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)		Emerging Growth Company	[X]

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

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

Yes [ ] No [X]

As of ~~July~~December 631, 2020, we had 2129,~~901~~712,~~291~~386 shares of common stock outstanding.

TABLE OF CONTENTS

	PAGE
PART I - FINANCIAL INFORMATION
Item 1. Index to Unaudited Condensed Consolidated Financial Statements	F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3. Quantitative and Qualitative Disclosures about Market Risk	54
Item 4. Controls and Procedures	54
PART II-- OTHER INFORMATION
Item 1. Legal Proceedings	76
Item 1A. Risk Factors	76
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	76
Item 3. Defaults Upon Senior Securities	76
Item 4. Mine Safety Disclosures	76
Item 5. Other Information	76
Item 6. Exhibits	87
SIGNATURES	98

PART I - FINANCIAL INFORMATION

~~Item 1.~~ INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets F-2 Condensed Consolidated Statements of Operations F-3 Condensed Consolidated Statements of Changes in ~~Deficiency in~~ Stockholders’ Equity F-4 Condensed Consolidated Statements of Cash Flows F-56 Notes to Condensed Consolidated Financial Statements F-67

F-1

Global Boatworks Holdings, Inc.

Condensed Consolidated Balance Sheets

ASSETS	~~June~~September 30, 2020	December 31, 2019
CURRENT ASSETS	(unaudited)
Cash	$ ~~189~~30,~~027~~487	$ ~~119~~96,406
Short-term loan to stockholder, net of reserve of $30,000 and $30,000	-	-
Accounts receivable	1,560	-
Total current assets	~~189~~32,~~027~~047	~~119~~96,406
PROPERTY AND EQUIPMENT
Architectural plans, net of $7,295 and $6,839 amortization	5,015	5,927
Property and equipment	2,250	2,250
Net property and equipment	5,015	5,927
Accumulated depreciation	(694)	(206)
Total Assets	$ 194,042	$ 6,046
Net property and equipment	1,556	2,044
LIABILITIES, TEMPORARY EQUITY AND DEFICIENCY IN STOCKHOLDERS’ EQUITY
OTHER ASSETS
Intangible assets, net of accumulated amortization	98,513	49,830
Assets of discontinued operations	3,467,743	-
Total other assets	3,566,256	49,830
Total Assets	$ 3,599,859	$ 148,280
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$ 1516,~~338,476~~784	$ 1359,~~277,253~~922
Customer deposits	200,000	-
Short-term loans and advances from related parties	13,500	13,500
Short-term loans and advances from related parties	169,092	168,153
Liability to issue common shares	219,183	-
Short-term loans	125,500	116,500
Short-term convertible debt	374,567	110,000
Short-term convertible notes	84,775	81,539
Total current liabilities	1,124,034	483,422
Fair value of derivative liability	92,338	38,361
Current portion of long term debt	6,045	5,850
Due to related party predecessor	3,888	3,888
Total current liabilities	2,020,114	1,691,544
LONG TERM LIABILITIES
Long term debt to third party	108,966	15,438
Long term convertible debt	552,000	305,000
Note Payable and accrued interest for the vessel - related party	111,386	110,400
SBA Paycheck Protection Program loan	36,789	-
Total long term liabilities	~~220~~588,~~352~~789	~~125~~305,~~838~~000
Total Liabilities	21,~~240~~712,~~466~~823	1788,~~817,382~~422
Commitments and Contingencies (note 10)
Redeemable preferred stock series A, 1,000,000 shares designated; 1,000,000 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively ($1,000 redemption value)	1,000	1,000
Redeemable preferred stock series A, 1,000,000 shares designated; 1,000,000 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively ($1,000 redemption value)	1,000	1,000
DEFICIENCY IN STOCKHOLDERS’ EQUITY
STOCKHOLDERS’ EQUITY
Preferred stock, par $0.0001, 10,000,000 shares authorized, 9,000,000 available for issuance	-	-
Common stock, par $0.0001, 5,000,000,000 shares authorized, 2,901,291and 2,901,311 shares issued and outstanding at June 30, 2020 and December 31, 2019	290	290
Common stock, par $0.0001, 5,000,000,000 shares authorized, 114,307,062 and 71,244,696 shares issued and outstanding at September 30, 2020 and December 31, 2019	11,431	7,124
Additional paid-in capital	46,~~175~~716,~~726~~812	4167,~~175,726~~947
Accumulated deficit	(64,~~223~~842,~~440~~207)	(5816,~~988,352~~213)
Total deficiency in stockholders’ equity	(2,047,424)	(1,812,336)
Total stockholders’ equity	1,886,036	(641,142)
Total Liabilities, Temporary Equity and Deficiency in Stockholders’ Equity	$ 194,042	$ 6,046
Total Liabilities, Temporary Equity and Stockholders’ Equity	$ 3,599,859	$ 148,280

The accompanying unaudited notes are an integral part of the unaudited condensed consolidated financial statements

F-2

Global Boatworks Holdings, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

	Three Months Ended June 30,		Six Months Ended June 30,
	Three Months Ended September 30,		Nine Months Ended September 30,
	2020	2019	2020	2019
REVENUES
Vessel sales	$ -	$ 750,000	$ -	$ 750,000
Revenues	$ 2,640	$ -	$ 5,075	$ -
Total revenue	-2,640	~~750,000~~-	-5,075	~~750,000~~-
OPERATING EXPENSES
Cost of revenues, excluding depreciation shown below	-	579,836	-	583,710
Salaries	145,982	114,555	358,722	172,113
General and administrative	6632,~~686~~172	9052,~~615~~130	~~128~~94,~~493~~571	~~163~~79,~~219~~198
Depreciation and amortization	~~456~~9,572	~~5,110~~553	~~912~~22,804	~~23,020~~553
Professional fees	283,~~604~~544,766	5738,~~952~~655	323,~~564~~573,908	71169,~~492~~025
Professional fees - related party	-	56,000	-	128,000
Total operating expenses	3,732,492	205,893	4,050,005	420,889
Total operating expenses	95,746	789,513	161,969	969,441
Loss from operations	3,729,852	205,893	4,044,930	420,889
Loss from operations	(95,746)	(39,513)	(161,969)	(219,441)
Other income (expense)
Interest expense	(9,484)	(10,763)	(19,144)	(22,220)
Interest income	1		1	-
Gain on extinguishment of debt and debt conversions, net	-	16,500	-	9,570
Interest expense	(31,523)	(5,016)	(19,423)	(9,030)
Gain on impairment recoupment	-	18,823	-	18,823
Total other income (expense)	(31,523)	(5,016)	(19,422)	(9,030)
Change in fair value of derivative liability	(69,941)	625	(53,977)	93,222
Net loss from continuing operations	(3,761,375)	(210,909)	(4,064,352)	(429,919)
Loss on insurance settlement	-	(28,747)	-	(28,747)
Net income from discontinued operations	38,361	-	38,361	-
Total other income (expense)	(79,425)	(3,562)	(73,121)	70,648
Net loss	$ (3,723,014)	$ (210,909)	$ (4,025,991)	$ (429,919)
Net loss	$ (175,171)	$ (43,075)	$ (235,090)	$ (148,793)
Loss from continuing operations per weighted average common share, basic and diluted	$ (0.03)	$ 0.00	$ (0.05)	$ (0.01)
Loss per weighted average common share, basic and diluted	$ (0.06)	$ (0.01)	$ (0.08)	$ (0.05)
Income from discontinued operations per weighted average common share, basic and diluted	$ 0.00	$ -	$ 0.00	$ -
Number of weighted average common shares outstanding - Basic and Diluted	2113,~~901~~838,~~311~~993	269,~~901~~392,~~311~~253	285,~~901~~546,~~311~~431	254,~~796~~185,~~835~~305

The accompanying unaudited notes are an integral part of the unaudited condensed consolidated financial statements

F-3

Global Boatworks Holdings, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ ~~Deficit~~Equity

For the Three and ~~Six~~Nine Months ended ~~June~~September 30, 2020

(unaudited)

	Preferred Stock Number of Shares	Preferred Stock Par Value	Common Stock Number of Shares	Common Stock Par Value	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders’ ~~Deficit~~Equity
BALANCE, December 31, 2019	-	$ -	271,~~901~~244,~~311~~696	$ ~~290~~7,124	$ 4167,~~175,726~~948	$ (5816,~~988,352~~213)	$ (1641,~~812,336~~141)
Net loss, period ended March 31, 2020	-	-	-	-	-	(5988,~~917~~772)	(5988,~~917~~772)
Balance, March 31, 2020	-	-	271,~~901~~244,~~311~~696	~~290~~7,124	4167,~~175,726~~948	(6904,~~048,271~~935)	(1729,~~872,255~~863)
Cancelled shares	-	-	(20)	-	-	-	-
Net loss, period ended June 30, 2020	-	-	-	-	-	(214,258)	(214,258)
Net loss, period ended June 30, 2020	-	-	-	-	-	(175,171)	(175,171)
Balance, June 30, 2020	-	-	71,244,696	7,124	167,948	(1,119,193)	(944,121)
Balance, June 30, 2020	-	$ -	2,901,291	$ 290	$ 4,175,726	$ (6,223,440)	$ (2,047,424)
Shares issued for acquisition	-	-	2,901,291	290	2,320,453	-	2,320,743
Shares issued for services	-	-	35,862,365	3,586	3,187,307	-	3,190,893
Shares issued upon debt conversion	-	-	2,310,000	231	115,269	-	115,500
Shares issued to settle accd liabilities	-	-	1,988,709	199	925,836	-	926,035
Net loss, period ended September 30, 2020	-	-	-	-	-	(3,723,114)	(3,723,114)
Balance, September 30, 2020	-	$ -	114,307,061	$ 11,431	$ 6,716,812	$ (4,842,207)	$ 1,886,036

~~Global~~The ~~Boatworks~~accompanying ~~Holdings,~~unaudited ~~Inc~~notes are an integral part of the unaudited condensed consolidated financial statements.

~~Consolidated Statement of Changes in Stockholders’ Deficit~~F-4

~~For~~Global ~~the~~Boatworks ~~Three and Six Months ended June 30~~Holdings, ~~2019~~Inc.

~~(unaudited)~~Consolidated Statement of Changes in Stockholders’ Equity

	Preferred Stock Number of Shares	Preferred Stock Par Value	Common Stock Number of Shares	Common Stock Par Value	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders’ Deficit
BALANCE, December 31, 2018	-	$ -	2,403,311	$ 240	$ 4,174,111	$ 5,953,465)	$ (1,779,114)
Shares issued upon debt conversion	-	-	498,000	50	1,615	-	1,665
Net loss, period ended March 31, 2019	-	-	-	-	-	(105,718)	(105,718)
Balance, March 31, 2019	-	-	2,901,311	290	4,175,726	(6,059,183)	(1,883,167)
Net loss, period ended June 30, 2019	--	--	--	--	--	(43,075)	(43,075)
Balance, June 30, 2019	-	$ -	2,901,311	$ 290	$ 4,175,726	$ (6,102,258)	$ (1,926,242)

For the Three and Nine Months ended September 30, 2019

~~The accompanying~~ (unaudited ~~notes are an integral part of the unaudited condensed consolidated financial statements~~)

F-4


	Preferred Stock Number of Shares	Preferred Stock Par Value	Common Stock Number of Shares	Common Stock Par Value	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders’ Equity
BALANCE, December 31, 2018	-	$ -	34,214,073	$ 3,421	$ (2,625)	$ (283,052)	$ (282,256)
Shares issued for services	-	-	17,214,628	1,721	79,295	-	81,016
Net loss, period ended March 31, 2019	-	-	-	-	-	(56,807)	(56,807)
Balance, March 31, 2019	-	-	51,428,701	5,142	76,670	(339,859)	(258,047)
Shares issued for cash	-	-	4,249,677	425	19,575	-	20,000
Shares issued for services	-	-	10,401,930	1,040	47,914	-	48,954
Net loss, period ended June 30, 2019	-	-	-	-	-	(162,203)	(162,203)
Balance, June 30, 2019	-		66,080,308	6,608	144,159	(502,062)	(351,296)
Shares issued for services	-	-	5,164,388	516	23,789	-	24,305
Net loss, period ended September 30, 2019	-	-	-	-	-	(210,909)	(210,909)
Balance, September 30, 2019	-	$ -	71,244,696	$ 7,124	$ 167,948	$ (712,971)	$ (537,900)

~~Global~~The ~~Boatworks~~accompanying ~~Holdings,~~unaudited ~~Inc.~~notes are an integral part of the unaudited condensed consolidated financial statements

~~Condensed Consolidated Statements of Cash Flows~~F-5

~~Six~~Global ~~Months~~Boatworks ~~Ended June 30~~Holdings, Inc.

~~(unaudited)~~Condensed Consolidated Statements of Cash Flows

	2020	2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (235,090)	$ (148,793)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Change in fair value of derivative	53,977	(93,222)
Gain on extinguishment of debt	-	(1,665)
Gain on conversion or repayment of debt	-	(9,570)
Gain on impairment recoupment	-	(18,823)
Depreciation and amortization	912	23,020
Changes in operating assets and liabilities
Increase in sale hold-back deposit	-	50,000
Decrease in prepaid expenses	-	6,259
Increase in accounts payable and accrued liabilities	61,225	286,518
Increase in customer deposits	200,000	-
Increase in accrued interest expense	12,236	8,447
Net cash provided by operating activities	93,260	102,171
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from vessel sale	-	458,363
Net cash provided by investing activities	-	458,363
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from officer advances	3,335	2,100
Proceeds from third party loans	96,600	115,000
Settlement of bank overdraft liability	-	(982)
Loan repayments	(1,450)	(645,686)
Short term loan - related party repayments	(2,837)	(10,610)
Net cash provided by (used in) financing activities	95,648	(540,178)
Net increase in cash	188,908	20,356
CASH, beginning of period	119	961
CASH, end of period	$ 189,027	$ 21,317
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash	$ 6,909	$ 13,773
Income tax paid in cash	$ -	$ -
Non-Cash Investing and Financing Activities:
Conversion of debt to common stock	$ -	$ 1,665
Convertible note payable offset to short term note receivable - related party	$ -	$ 18,823

Nine Months Ended September 30,

~~The accompanying~~ (unaudited ~~notes are an integral part of the unaudited condensed consolidated financial statements~~)

F-5


	2020	2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,025,994)	$ (429,920)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Share based compensation	3,190,893	154,275
Depreciation and amortization	23,716	553
Changes in operating assets and liabilities
(Increase) in accounts receivable	(1,560)	-
Increase in accounts payable and accrued liabilities	208,771	114,077
Increase in accrued interest expense	19,423	9,031
Net cash used in operating activities	(584,751)	(151,984)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	-	(2,250)
Investment in intangible assets	(94,957)	(31,724)
Net cash used by investing activities	(94,957)	(33,974)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party advances	5,000	-
Proceeds from third party loans	572,000	275,000
Proceeds from SBA Paycheck Protection Program loan	36,789	-
Common stock issued for cash	-	20,000
Net cash provided by financing activities	613,789	295,000
Net (decrease) increase in cash	(65,919)	109,042
CASH, beginning of period	96,406	18,695
CASH, end of period	$ 30,487	$ 127,737
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash	$ -	$ -
Income tax paid in cash	$ -	$ -
Non-Cash Investing and Financing Activities:
Conversion of debt to common stock	$ 115,000	$ -
Common stock issued to settle accrued expenses	$ 926,035	$ -
Common stock issued to effect reverse merger	$ 2,321,033	$ -

~~Global~~The ~~Boatworks~~accompanying ~~Holdings,~~unaudited ~~Inc.~~notes are an integral part of the unaudited condensed consolidated financial statements

~~Notes to Condensed Consolidated Financial Statements~~F-6

~~(Information~~Global asBoatworks ~~to the six months ended June 30~~Holdings, ~~2020 is unaudited)~~Inc.

~~(1)~~Notes ~~NATURE~~to OFCondensed ~~OPERATIONS~~Consolidated Financial Statements

~~Global Boatworks Holdings, Inc.,~~ (~~“the Company,” “Successor” or “Global”~~1), ~~was~~NATURE ~~formed~~OF on May 11, 2015, under the laws of the State of Florida. At formation the Company acquired 100% of the membership interests of Global Boatworks, LLC, (“LLC”) which was formed on June 16, 2014, under the laws of the State of Florida. The Company’s business activities to date have primarily consisted of the formation and implementation of a business plan for building luxury floating vessels on a barge bottom, the rental activities relating to the vessels, the sale of the Miss Leah, the construction of a new vessel, the Luxuria I and the rental activities of and marketing for sale and the sale of the Luxuria I.OPERATIONS

~~The~~Global ~~accompanying~~Boatworks ~~consolidated~~Holdings, ~~financial~~Inc., ~~statements~~(“the ~~include~~Company,” or “R3Score”), was formed on May 11, 2015, under the ~~activities~~laws of ~~Global~~the ~~Boatworks~~State ~~Holdings~~of Florida. R3Score Technologies, Inc. ~~and~~was ~~Global~~formed ~~Boatworks~~on May 2, ~~LLC~~2018, ~~its~~under ~~wholly~~the ~~owned~~laws ~~subsidiary~~of the State of Delaware.

On September 4, 2020, R3Score entered into an Agreement and Plan of Merger (2the “Merger Agreement”) ~~BASIS~~with OFGlobal ~~PRESENTATION~~Boatworks Holdings, ~~USE~~Inc., OF(“Global”) ~~ESTIMATES~~a ~~AND~~Florida ~~GOING~~corporation. ~~CONCERN~~Upon completion of the merger, the R3Score shareholders collectively own, as a group, on a fully diluted basis approximately 81% of the consolidated company. The Merger Agreement was consummated on September 23, 2020, but was reflected for accounting purposes as effective July 1, 2020. The merger was treated as a reverse acquisition (R3Score was the acquiring entity) followed by a recapitalization.

R3Score has developed a) ~~Basis~~financial analysis tool that uses artificial intelligence, machine learning, and human empathy together to provide an accurate assessment of ~~Presentation~~a person’s credit worthiness and ~~Principles~~reputation without the bias that is inherent in traditional "scores" used by lenders and employers. The product produces a unique score ranging from 300 to 850, accompanied by a nuanced customer segmentation report that, together, provides actionable information to better align products and services to customers. The products offer more context than traditional criminal background screening tools and/or traditional credit scores. The Company’s products provide decision-makers with more actionable data than what is available on the open market. The products proprietary risk models leverage machine learning and existing cross-sector research in a unique manner for a more robust, holistic view of ~~Consolidation~~prospective employees and/or consumers. Activity to date has been focused mostly on the development of the algorithms and unique risk models for the product.

The ~~Company’s~~accompanying consolidated financial statements include the ~~financial~~activities ~~statements~~ of ~~Global~~R3Score ~~Boatworks Holdings~~Technologies, Inc., and ~~its~~Global ~~wholly~~effective ~~owned~~July ~~subsidiary Global Boatworks~~1, ~~LLC~~2020. ~~All intercompany balances and transactions have been eliminated.~~

~~The accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles~~ (~~"GAAP"~~2) inBASIS ~~the~~OF United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S Securities and Exchange Commission ("SEC") for interim financial information. The consolidated financial statements reflect all normal recurring adjustmentsPRESENTATION, ~~which,~~USE inOF ~~the~~ESTIMATES ~~opinion~~AND ofGOING management, are considered necessary for a fair presentation of the results for the periods shown. The results of operations for the periods presented are not necessarily indicative of the results expected for any future period. The information included in these consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis and Results of Operations contained elsewhere in this report and the audited consolidated financial statements and accompanying notes filed in Form 10-K filed on June 22, 2020 with the U.S. Securities and Exchange Commission.CONCERN

ba) ~~Use~~Basis of ~~Estimates~~Presentation and Principles of Consolidation

The ~~preparation~~Company’s ofconsolidated financial statements ininclude ~~conformity with accounting principles generally accepted in~~ the ~~United States 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 ~~revenues~~Global ~~and~~Boatworks ~~expenses~~Holdings, ~~during the reporting period~~Inc. ~~Actual~~and ~~results~~its ~~could~~wholly ~~differ~~owned ~~from~~subsidiary ~~these~~R3Score ~~estimates. Significant estimates in the accompanying unaudited consolidated financial statements involved the valuation of construction in progress~~Technologies, ~~depreciable~~Inc. ~~life~~All ofintercompany ~~the~~balances ~~luxury floating vessel, valuation of long lived assets, valuation of derivatives, the valuation of common~~ and ~~preferred~~transactions ~~stock~~have ~~issued~~been ~~as compensation, and valuation allowance on the deferred income tax asset~~eliminated.

FThe accompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. The consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results for the periods shown. The results of operations for the periods presented are not necessarily indicative of the results expected for any future period. The information included in these condensed consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis and Results of Operations contained elsewhere in this report and the audited consolidated financial statements and accompanying notes filed in Form 8-6K filed on December 31, 2020 with the U.S. Securities and Exchange Commission.

~~Global~~b) ~~Boatworks~~Use ~~Holdings~~of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying unaudited condensed consolidated financial statements involved the valuation of long lived assets, ~~Inc~~the valuation of common stock issued as compensation, and valuation allowance on the deferred income tax asset.

~~Notes to Condensed Consolidated Financial Statements~~F-7

~~(2)~~Global ~~BASIS~~Boatworks ~~OF PRESENTATION~~Holdings, ~~USE OF ESTIMATES AND GOING CONCERN, continued~~Inc.

c)Notes ~~Going~~to ~~Concern~~Condensed Consolidated Financial Statements

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern. The Company has a working capital deficit, accumulated deficit and deficit in stockholder’s equity of approximately $1.8 million; $6.(2) ~~million~~BASIS ~~and~~OF ~~$2.0 million at June 30~~PRESENTATION, ~~2020.~~USE InOF ~~addition,~~ESTIMATES ~~the~~AND ~~Company~~GOING is in default of four of its notes payable. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of this report. The Company is expected to have ongoing expenses as a result of being a publicly held company and constructing new vessels without immediate increases in revenues as the Company continues to implement its plan of operations. The ability of the Company to continue as a going concern is dependent upon increasing operationsCONCERN, developing sales and obtaining additional capital and financing. The Company is seeking to raise sufficient equity capital to enable it to build the second new style luxury floating vessels. The Company is seeking to raise sufficient equity capital to enable it to pay off its existing debt. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.continued

(3c) ~~SUMMARY~~Going OFConcern: ~~SIGNIFICANT~~The ~~ACCOUNTING~~accompanying ~~POLICIES~~unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained losses and has a working capital deficit, approximately $1.2 million. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The Company is expected to have ongoing expenses as a result of being a publicly held company and normal operational expenses as the Company continues to implement its plan of operations. The ability of the Company to continue as a going concern is dependent upon increasing operations, developing sales and obtaining additional capital and financing. The Company is seeking to raise sufficient equity capital. The Company is seeking to raise sufficient equity capital to enable it to pay off its existing debt. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

ad) ~~Cash~~Discontinued ~~and~~Operations: ~~cash~~Subsequent ~~equivalents~~to the merger agreement, management initiated a plan to divest the luxury living vessel business. As a result this segment is classified as discontinued operations.

~~The~~(3) ~~Company~~SUMMARY ~~considers~~OF ~~all~~SIGNIFICANT ~~highly~~ACCOUNTING ~~liquid securities with original maturities of three months or less when acquired, to be cash equivalents. The Company had no financial instruments that qualified as cash equivalents at June 30, 2020.~~POLICIES

ba) ~~Property~~Cash and ~~equipment~~cash equivalents: The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. The Company had no financial instruments that qualified as cash equivalents at September 30, 2020.

b) Property and equipment: All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. ~~Vessels constructed and then held for sale or rent are classified as Property and Equipment held for sale and depreciated until sold.~~

c) Impairment of long-lived assets: A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value.

Ad) ~~long~~Financial instruments and Fair value measurements: ASC 825-~~lived~~10 ~~asset~~“Financial isInstruments”, ~~tested~~allows ~~for~~entities ~~impairment~~to ~~whenever~~voluntarily ~~events~~choose orto ~~changes~~measure incertain ~~circumstances~~financial ~~indicate~~assets ~~that~~and ~~its~~liabilities ~~carrying~~at fair value ~~amount~~(fair ~~may~~value ~~not~~option). The fair value option may be ~~recoverable.~~elected Anon ~~impairment~~an ~~loss~~instrument-by-instrument isbasis ~~recognized~~and ~~when~~is ~~the~~irrevocable, ~~carrying~~unless ~~amount~~a ofnew ~~the~~election ~~asset~~date ~~exceeds~~occurs. If the ~~sum~~fair ofvalue ~~the~~option ~~undiscounted~~is ~~cash~~elected ~~flows~~for ~~resulting~~an ~~from~~instrument, ~~its~~unrealized ~~use~~gains and ~~eventual~~losses ~~disposition.~~for ~~The~~that ~~impairment~~instrument ~~loss~~should isbe ~~measured~~reported asin ~~the~~earnings ~~amount~~at byeach ~~which~~subsequent ~~the~~reporting ~~carrying~~date. ~~amount~~The ofCompany ~~the~~did ~~long-lived~~not ~~assets~~elect ~~exceeds~~to ~~its~~apply the fair value option to any outstanding instruments.

FASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-7term maturities of these instruments.

~~Global~~FASB ~~Boatworks~~ASC ~~Holdings~~820 “Fair Value Measurement” clarifies that fair value is an exit price, ~~Inc~~representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

~~Notes~~Level to1: ~~Condensed~~Quoted ~~Consolidated~~prices ~~Financial~~in ~~Statements~~active markets for identical assets or liabilities.

~~(3)~~Level ~~SUMMARY~~2: OFQuoted ~~SIGNIFICANT~~prices ~~ACCOUNTING~~in ~~POLICIES,~~active ~~continued~~markets for similar assets and liabilities and inputs that are observable for the asset or liability.

d)Level ~~Financial~~3: ~~instruments~~Unobservable ~~and~~inputs ~~Fair~~in ~~value~~which ~~measurements~~there is little or no market data, which require the reporting entity to develop its own assumptions.

~~ASC 825~~F-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.8

~~ASC~~Global ~~825~~Boatworks ~~also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments~~Holdings, ~~which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments~~Inc.

~~FASB~~Notes ~~ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received~~ to ~~sell~~Condensed anConsolidated ~~asset~~Financial or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:Statements

~~Level~~(3) 1:SUMMARY ~~Quoted~~OF ~~prices~~SIGNIFICANT inACCOUNTING ~~active~~POLICIES, ~~markets for identical assets or liabilities.~~continued

~~Level~~d) 2:Financial ~~Quoted~~instruments ~~prices~~and inFair ~~active~~value ~~markets~~measurements: ~~for~~The ~~similar~~determination of where assets and liabilities ~~and~~fall ~~inputs~~within this hierarchy is based upon the lowest level of input that ~~are~~is ~~observable~~significant ~~for~~to the ~~asset~~fair orvalue ~~liability~~measurement.

~~Level~~e) 3Revenue recognition: ~~Unobservable~~Revenue ~~inputs in which there~~ is ~~little~~recognized orwhen noearned. ~~market~~Revenue ~~data,~~is ~~which~~recognized ~~require~~on ~~the~~a ~~reporting~~gross ~~entity~~basis toin ~~develop~~accordance ~~its~~with ~~own~~ASC ~~assumptions~~606.

~~The~~f) ~~determination~~Stock compensation for services rendered: Stock-based compensation is accounted for based on the requirements of ~~where~~the ~~assets~~Share-Based ~~and~~Payment ~~liabilities~~Topic ~~fall~~of ~~within~~ASC ~~this~~718 ~~hierarchy~~which isrequires ~~based~~recognition ~~upon~~in the ~~lowest~~consolidated ~~level~~financial statements of ~~input~~the ~~that~~cost of employee and director services received in exchange for an award of equity instruments over the shorter of period the employee or director is ~~significant~~required to perform the services in exchange for the award or the vesting period. The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value ~~measurement~~of the award.

The ~~following~~Company isadopted ~~the~~ASU ~~Company’s~~2018-07 ~~assets~~on January 1, 2019 and ~~liabilities~~accounts ~~measured~~for atnon-employee ~~fair~~share-based ~~value~~awards onin aaccordance ~~recurring~~with the measurement and ~~nonrecurring~~recognition ~~basis~~criteria atof ~~June~~ASC ~~30,~~718. The ~~2020~~Company ~~(unaudited)~~used ~~and~~the ~~December~~modified ~~31,~~prospective ~~2019,~~method ~~using~~of ~~quoted~~adoption. There ~~prices~~was inno ~~active~~cumulative ~~markets~~effect ~~for~~of ~~identical~~adoption ~~assets~~on ~~(Level~~January 1), ~~significant~~2019. ~~other~~The ~~observable~~Company ~~inputs~~estimates ~~(Level~~the ~~2),~~fair ~~and~~value ~~significant~~of ~~unobservable~~each ~~inputs~~stock ~~(Level~~option ~~3):~~at the grant date by using the Black-Scholes option pricing model.

	June 30, 2020			December 31, 2019
Level 3 - Embedded Derivative Liability	$	92,337		$	38,361

g) Income Taxes: The Company uses the asset and liability method of ASC 740 to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.

~~Changes~~The inCompany ~~Level~~follows 3the ~~assets~~provisions ~~measured~~of atASC ~~fair~~740-10, ~~value~~Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the ~~six~~taxing ~~months~~authorities, ~~ended~~while ~~June~~others 30are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, ~~2019~~the ~~were~~benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as ~~follows:~~the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.

Balance, December 31, 2019	$	38,361
Change in fair value		53,977
Balance, June 30, 2020	$	92,338

The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

e)As ~~Revenue~~of ~~recognition~~September 30, 2020 tax years 2018 and 2019 for the R3Score and 2017, 2018 and 2019 for the corporation remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years.

~~Rental~~h) ~~Revenue~~Convertible -Notes ~~Revenue~~With isFixed ~~recognized~~Rate ~~when~~Conversion ~~earned,~~Features: ~~generally~~The ~~starting~~Company may ~~when~~issue ~~the~~convertible ~~rental~~notes, ~~customer~~which ~~takes~~are ~~temporary~~convertible ~~possession~~into ofcommon ~~the~~shares ~~floating~~at ~~vessel~~a ~~and~~fixed ~~through~~discount ~~their~~to ~~contracted~~the ~~stay.~~price ~~Revenue~~of isthe ~~recognized~~common onstock aat ~~gross~~the ~~basis~~time inof ~~accordance~~conversion. ~~with~~The ~~ASC~~Company ~~606.~~measures ~~Cost~~the offair ~~Revenue~~value ~~includes~~of the ~~marina~~note ~~dockage~~at ~~fees~~the ~~and~~time ~~fees~~of ~~charged~~issuance byat the ~~web~~fixed ~~sites~~monetary ~~Homeaway~~value of the payable and ~~Air~~records ~~BnB,~~any ~~where~~premium ~~the~~as ~~floating~~interest ~~vessel~~expense ison ~~advertised~~the ~~for~~issuance ~~rent~~date.

~~Sale~~i) ~~Revenue~~Debt -issue ~~Revenue~~costs: isThe ~~recognized~~Company ~~when~~accounts ~~earned,~~for ~~generally~~debt atissuance ~~closing~~cost ofpaid ~~the~~to ~~sale~~lenders, ofor athird ~~vessel.~~parties ~~Revenue~~as isdebt ~~recognized~~discounts onwhich aare ~~gross~~amortized ~~basis~~over inthe ~~accordance~~life ~~with ASC 606. Cost~~ of ~~Revenue includes~~ the ~~depreciated~~underlying ~~capitalized~~debt ~~cost of constructing a vessel, including any sales costs such as sales commissions~~instrument.

F-89

Global Boatworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued)

fj) ~~Stock~~Business ~~compensation~~combinations: ~~for~~The ~~services~~Company ~~rendered~~includes the results of operations of the businesses acquired as of the respective dates stated in the agreement. The Company allocates the fair value of the purchase price of acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

~~Stock-based~~k) ~~compensation~~Net isincome ~~accounted~~(loss) ~~for~~per ~~based~~share: onBasic ~~the~~loss ~~requirements~~per ofshare ~~the~~excludes ~~Share-Based~~dilution ~~Payment~~and ~~Topic~~is ofcomputed ~~ASC~~by ~~718~~dividing ~~which~~the ~~requires~~loss ~~recognition~~attributable into ~~the~~stockholders ~~consolidated~~by ~~financial~~the ~~statements~~weighted-average number of shares outstanding for the ~~cost~~period. Diluted ofloss ~~employee~~per ~~and~~share ~~director~~reflects ~~services~~the ~~received~~potential indilution ~~exchange~~that ~~for~~could anoccur ~~award~~if ofsecurities ~~equity~~or ~~instruments~~other ~~over~~contracts ~~the~~to ~~shorter~~issue ofcommon ~~period~~stock ~~the~~were ~~employee~~exercised or ~~director~~converted isinto ~~required~~common tostock ~~perform~~or resulted in the ~~services~~issuance inof ~~exchange~~common ~~for~~stock ~~the~~that ~~award~~shared orin the ~~vesting~~earnings ~~period~~of the Company. Diluted ~~The~~loss ~~ASC~~per ~~also~~share is ~~requires~~computed ~~measurement~~by ofdividing the ~~cost~~loss ofavailable ~~employee~~to ~~and~~stockholders by ~~director~~the ~~services~~weighted ~~received~~average innumber ~~exchange~~of shares outstanding for anthe ~~award~~period ~~based~~and ondilutive ~~the~~potential ~~grant-date~~shares ~~fair~~outstanding ~~value~~unless consideration of ~~the~~such ~~award~~dilutive potential shares would result in anti-dilution.

l) Derivatives: The Company ~~adopted~~evaluates ~~ASU~~its ~~2018-07~~convertible ondebt, ~~January 1~~options, ~~2019~~warrants ~~and~~or ~~accounts~~other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. ~~non-employee~~The ~~share-based~~result ~~awards~~of inthis ~~accordance~~accounting ~~with~~treatment ~~the~~is ~~measurement~~that ~~and~~under ~~recognition~~certain ~~criteria~~circumstances the fair value of ~~ASC~~the ~~718~~derivative is marked-to-market each balance sheet date and recorded as a liability. ~~The~~ ~~Company~~In ~~used~~the event that the ~~modified~~fair ~~prospective~~value ~~method~~is recorded as a liability, the change in fair value is recorded in the statement of ~~adoption~~operations as other income or expense. ~~There~~ ~~was~~Upon noconversion ~~cumulative~~or ~~effect~~exercise of ~~adoption~~a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and the debt and derivative are removed from the balance sheet, The shares issued upon conversion of the note are recorded at their fair value and a gain or loss on ~~January~~extinguishment 1is recognized, ~~2019~~as applicable.

~~The~~Equity ~~Company~~instruments ~~estimates~~that ~~the~~are ~~fair~~initially ~~value~~classified ofas ~~each~~equity ~~stock~~that ~~option~~become subject to reclassification under this accounting standard are reclassified to liability at the ~~grant~~fair ~~date~~value byof ~~using~~ the ~~Black-Scholes~~instrument ~~option~~on ~~pricing~~the ~~model~~reclassification date.

gm) ~~Income~~Leases: ~~Taxes~~The Company adopted ASU No. 2016-02: “Lease (Topic 842)” as of January 1, 2019 using the effective date method. As a part of our policy, we have chosen to exclude leases with a lease term of one year or less. Accordingly we have no leases over one year and thus the adoption of this standard did not have any effect on the accompanying consolidated financial statements.

~~The~~n) ~~Company~~Recent ~~uses~~accounting ~~the~~pronouncements: ~~asset~~Certain ~~and~~FASB ~~liability~~Accounting ~~method~~Standard ofUpdates ~~ASC~~(“ASU”) ~~740~~that toare ~~account~~not ~~for~~effective ~~income~~until ~~taxes.~~after ~~Under~~September ~~this method~~30, ~~deferred~~2020 ~~income taxes~~ are ~~determined~~not ~~based~~expected onto ~~the~~have ~~differences~~a ~~between~~significant ~~the~~effect ~~tax~~on ~~basis of assets and liabilities and their reported amounts in~~ the Company’s consolidated financial ~~statements~~position ~~which will result in taxable~~ or ~~deductible~~results ~~amounts~~of ~~in future years and are measured using the currently enacted tax rates and laws~~operations. ~~A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.~~

~~The~~(4) ~~Company~~BUSINESS follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. COMBINATION

~~The~~On ~~portion~~September 4, 2020, R3Score entered into an Agreement and Plan of Merger (the ~~benefits~~“Merger ~~associated~~Agreement”) with ~~tax~~Global ~~positions~~Boatworks ~~taken~~Holdings, ~~that~~Inc., ~~exceeds~~a ~~the~~Florida ~~amount~~corporation. ~~measured~~Upon ascompletion ~~described~~of ~~above~~the ~~should~~merger, beR3Score’s ~~reflected~~shareholders collectively own, as a ~~liability~~group, ~~for~~on ~~unrecognized~~a ~~tax~~fully ~~benefits~~diluted inbasis ~~the~~approximately ~~accompanying~~81% ~~consolidated~~of ~~balance~~the ~~sheets~~combined ~~along~~company. ~~with~~The ~~any~~Merger ~~associated~~Agreement ~~interest~~was ~~and~~consummated ~~penalties~~on ~~that~~September ~~would~~23, be2020, ~~payable~~with toa ~~the~~July ~~taxing~~1, ~~authorities~~2020 ~~upon~~date ~~examination~~for accounting purposes.

AsStockholders’ ofEquity: ~~June~~Under 30ASC 80-5, ~~2020~~Business ~~tax~~Combinations, ~~years~~R3Score ~~2017~~was ~~for~~deemed the ~~LLC~~accounting ~~and~~acquirer ~~2016,~~based ~~2017~~on ~~and~~the ~~2018~~following ~~for~~predominate factors: its former owners have the ~~corporation~~largest ~~remain~~portion ~~open~~of ~~for~~voting ~~IRS~~rights ~~audit.~~in ~~The~~the Company, ~~has~~the ~~received~~board noand ~~notice~~Management ofhas ~~audit~~more orindividuals ~~any~~coming ~~notifications~~ from R3Score and the ~~IRS~~headquarters ~~for~~was ~~any~~moved ofto the ~~open~~R3Score ~~tax years~~headquarters.

F-910

Global Boatworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(34) ~~SUMMARY~~BUSINESS OFCOMBINATION, ~~SIGNIFICANT ACCOUNTING POLICIES (~~continued)

h)The ~~Convertible~~Company ~~Notes~~acquired ~~With~~approximately ~~Fixed~~81% ~~Rate~~of ~~Conversion~~the ~~Features~~equity of Global pursuant to the Merger Agreement by issuing 2,901,291 shares of Common Stock of Global. Total value of equity for the transaction was $2.3 million.. In addition, the Company issued 2,310,000 shares of common stock to settle $115,500 of debt, 1,988,709 shares of common stock to settle $926,035 of accrued liabilities and 3,800,000 shares of common stock for services valued at $3,040,000 rendered in relation to this agreement.

The ~~Company~~acquired ~~may~~assets ~~issue~~and ~~convertible~~assumed ~~notes,~~liabilities ~~which~~of ~~are~~Global ~~convertible~~were ~~into~~recorded ~~common shares~~ at atheir ~~fixed~~estimated ~~discount~~fair tovalues. The ~~the~~following ~~price~~table ofsummarizes the ~~common~~consideration ~~stock~~paid atfor ~~the~~Global ~~time~~and ~~of conversion. The Company measures~~ the fair value of the ~~note~~assets atacquired ~~the~~and ~~time~~liabilities ofassumed ~~issuance~~ at the ~~fixed~~acquisition ~~monetary~~date ~~value of the payable and records any premium as interest expense~~ on ~~the~~July ~~issuance~~1, ~~date~~2020.

i) Debt issue costs


Assets acquired:
Cash and equivalents	$ -
Intangibles, net of accumulated amortization	5,015
Goodwill	4,367,459
Total identifiable assets acquired	4,372,474
Liabilities assumed:
Accounts payable and accrued liabilities	1,349,451
Short term debt plus current portion of long term debt	389,300
Fair value of derivative liability	92,338
Long term debt	220,352
Total liabilities assumed	2,051,441
Total consideration	$ 2,321,033

~~The~~As ~~Company~~of ~~accounts~~the ~~for~~date ~~debt~~of ~~issuance~~the ~~cost~~Business ~~paid to lenders~~Combination, orthe ~~third~~weighted-average ~~parties~~useful aslife ~~debt~~of ~~discounts~~total ~~which~~identifiable ~~are~~intangible ~~amortized~~assets ~~over~~acquired in the ~~life~~Business ofCombination, ~~the~~excluding ~~underlying~~goodwill, ~~debt~~is ~~instrument~~2.75 years.

j)Approximately ~~Net~~$2.3 ~~income~~million ~~(loss)~~of ~~per~~the ~~share~~goodwill recorded is tax deductible. The Company recorded a 100% impairment of the goodwill into Net assets of discontinued operations.

~~Basic~~Transaction loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution.Costs

k)The ~~Derivatives~~Company incurred approximately $3.0 million in advisory, legal, accounting and management fees in conjunction with the Business Combination as of September 30, 2020.

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is markedF-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and the debt and derivative are removed from the balance sheet, The shares issued upon conversion of the note are recorded at their fair value and a gain or loss on extinguishment is recognized, as applicable.11

~~Equity~~Global ~~instruments~~Boatworks ~~that~~Holdings, ~~are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date~~Inc.

l)Notes ~~Leases~~to Condensed Consolidated Financial Statements

~~The Company adopted Accounting Standards Update No. 2016-02: ALease~~ (~~Topic 842~~5)” asPROPERTY ofAND January 1, 2019 using the effective date method. As a part of our policy, we have chosen to exclude leases with a lease term of one year or less. Accordingly, we have no leases over one year and thus the adoption of this standard did not have any effect on the accompanying consolidated financial statements.EQUIPMENT

m)Property ~~Recent~~and ~~accounting~~Equipment ~~pronouncements~~consists of the following:

Certain FASB Accounting Standard Updates (“ASU”) that are not effective until after June 30, 2020 are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.


		September 30, 2020		December 31, 2019
Equipment	$	2,250	$	2,250
Less: accumulated amortization		(694)		(207)
Total P&E	$	1,556	$	2,043

~~F-10~~The Company capitalized the cost of equipment purchased and is amortizing the cost over their estimated useful life of three years, beginning September 2019.

~~Global~~(6) ~~Boatworks~~INTANGIBLE ~~Holdings,~~ASSETS ~~Inc.~~AND GOODWILL

~~Notes~~Intangible toassets ~~Condensed~~consists ~~Consolidated~~of ~~Financial~~the ~~Statements~~following:

(4) PROPERTY AND EQUIPMENT


		September 30, 2020		December 31, 2019
Software	$	118,281	$	52,474
Website		8,400		3,000
Less: accumulated amortization		(28,168)		(5,645)
Total	$	98,513	$	49,829

~~Property~~Amortization expense was $23,229 and ~~Equipment~~$5,645 ~~consists~~for ofthe six months ended September 30, 2020 and the ~~following:~~year ended December 31, 2019, respectively. Amortization expense will be $13,304 for the fourth quarter 2020; $53,264; $31,993; $0; $0 and $0 for the years ended December 31, 2021; 2022, 2023, 2024 and 2025, respectively.

		June 30, 2020		December 31, 2019
Architectural plans	$	12,766	$	12,766
Less: accumulated amortization		(7,751)		(6,839)
Total P&E	$	5,015	$	5,927

Pursuant to the merger agreement, R3Score recorded $4,367,459 in Goodwill. When management determined to divest the luxury floating living vessel business 100% impairment of the goodwill was recorded in assets of discontinued operations.

~~The~~(7) ~~Company~~ACCRUED capitalized the costs of developing the architectural plans for the Luxuria model floating vessel and is amortizing the costs over their estimated useful life of seven years, beginning April 1, 2016. Amortization expense for the six months ended June 30, 2020 and 2019, was $912 and $912, respectively.EXPENSES

~~(5)~~The ~~RENTAL~~major ~~PROPERTY~~components ~~AND~~of ~~RELATED~~accrued ~~NOTE~~expenses ~~PAYABLE~~are:

On September 25, 2014, the Company acquired the Miss Leah, a two story luxury floating vessel in the Cape Cod architectural style built on a barge platform. The Miss Leah was based at a marina in Boston harbor. It was rented out primarily through a third party rental management company on a short term vacation type basis. The Miss Leah was built in 2004 by the founder of the Company and subsequently sold in 2006 to his brother who established the Predecessor’s rental business.


	September 30, 2020	December 31, 2019
Accrued wages	$ 61,458	$ 21,492
Accrued interest	23,307	17,987
Total accrued expenses	$ 84,765	$ 39,479

The terms of this acquisition are for a payable to the related party Predecessor in the amount of $100,000, carrying interest at 2% per annum from the effective date of the transfer date of September 25, 2014 with all principal and interest due on the maturity date of June 20, 2022, which was memorialized in the form of a promissory note in June 2015, effective September 25, 2014. Due to the related party relationship between the Company and the Predecessor the luxury floating vessel was recorded on the Company’s books at its original cost basis of $0 based on its fully depreciated value at the transfer date. Accordingly, the Company charged additional paidF-~~in capital as a distribution for $100,000. Outstanding principal and interest totaled $111,386 at June 30, 2019.~~12

~~(6)~~Global ~~ACCRUED~~Boatworks ~~EXPENSES~~Holdings, Inc.

~~The~~Notes ~~major~~to ~~components~~Condensed ofConsolidated ~~accrued~~Financial ~~expenses are:~~Statements

	June 30, 2020	December 31, 2019
Accrued officer pay	$ 462,979	$ 342,035
Accrued professional fees - related party	128,405	128,405
Accrued professional fees - third party	384,000	384,000
Other	14,200	67,200
Total accrued expenses	$ 989,584	$ 921,640

(8) CONVERTIBLE NOTES

~~F-11~~Convertible notes were, as follows:

Global Boatworks Holdings, Inc.


	September 30, 2020	December 31, 2019
Note 1	$ -	$ 100,000
Note 2	-	10,000
Note 3	100,000	100,000
Note 4	15,000	15,000
Note 5	42,500	42,500
Note 6	57,500	57,500
Note 7	50,000	50,000
Note 8	25,000	25,000
Note 9	200,000	-
Note 10	10,000	-
Note 11	12,000	-
Note 12	25,000	-
Note 13	60,000	-
Note 14	50,000	-
Note 15	25,000	-
Note 16	10,000	-
Note 17	20,000	-
Note 18	5,000	-
Note 19	77,500	-
Note 20	7,067	-
Note 21	75,000	-
Note 22	60,000	-
Total convertible notes	926,567	400,000
Less current maturities	(374,567)	(110,000)
Long term portion	$ 552,000	$ 290,000

~~Notes to Condensed Consolidated Financial Statements~~ F-13

~~(7)~~Global ~~SHORT~~Boatworks ~~TERM~~Holdings, ~~LOANS AND SHORT TERM CONVERTIBLE NOTES~~Inc.

a)Notes ~~Short~~to ~~term~~Condensed ~~notes~~Consolidated Financial Statements

~~Short~~(8) CONVERTIBLE ~~term debt including accrued interest was~~NOTES, ~~as follows:~~continued

	June 30, 2020	December 31, 2019
Note 1	$ -	$ -
Note 3	115,500	106,500
Note 5	10,000	10,000
Note 6	80,000	80,000
Note 7	77,500	77,500
Less: unamortized debt discounts	-	-
Total short term notes, net	$ 283,000	$ 274,000

NOTE 1: On September 18, 2018, the company entered into a eighteen month loan agreement in the amount of $100,000 with a third party. The note bears interest at the rate of 8%. At maturity, March 17, 2020 the Company recorded the note plus accrued interest of $11,989 as a liability to issue 6,195,192 shares of the Company’s common stock.

NOTE 12: On ~~July~~April 918, ~~2015~~2019, the company entered into a eighteen month loan agreement in the amount of $~~151~~10,~~700~~000 with a ~~shareholder.~~third ~~The company issued 250 common shares to the shareholder as consideration for providing us the loan~~party. The shares were valued at $25,000, or $100 per share (based on the recent private placement sales) was recorded as a discount and is being amortized at a rate of $2,083 per month over the life of the loan. The note bears interest at the rate of 108%. ~~Prepaid~~At ~~interest in the amount of $15~~maturity,~~000~~ ~~and~~September ~~a loan fee of $1~~17,~~700~~ ~~were~~2020 ~~deducted from~~ the ~~proceeds~~lender ofconverted the ~~loan.~~note ~~These~~plus ~~were~~accrued ~~amortized~~interest ~~each month at the rate~~ of $1,~~250~~148 ~~and~~into ~~$142~~470,669 ~~over~~shares ~~the life~~ of the ~~loan, respectively. We were obligated to pay the principal and interest due on July 9, 2016. The loan was secured by the Miss Leah, our company owned vessel. The~~ Company’s ~~paid~~common ~~$6,000 in interest to the holder during the third quarter 2016~~stock.

~~The~~NOTE ~~note~~3: ~~holder~~On ~~sold~~June ~~$51~~27,~~700~~ of2019, ~~this~~the ~~note~~company toentered into a ~~third~~two ~~party~~year inloan ~~August~~agreement ~~2016,~~in ~~and~~ the ~~Company~~amount ~~modified~~of ~~the new~~ $51100,~~700~~000 ~~note~~with ~~to add~~ a ~~conversion~~third ~~feature~~party. atThe anote ~~conversion~~bears ~~rate~~interest ofat ~~60% of~~ the ~~trading~~rate ~~price~~ of ~~the Company’s common stock~~5%. ~~This~~At ~~note~~September is30, ~~considered~~2020, ~~stock~~this ~~settled~~note ~~debt~~has ~~and~~accrued ~~accordingly~~interest ~~the Company recorded a premium on the debt~~ of $346,~~467 as a charge to interest expense on the modification date~~315. This ~~third~~note ~~party~~is ~~converted~~convertible ~~$51,700~~into ~~of this in exchange for 1~~4,~~575~~842,624 shares inof ~~fiscal 2016, and~~ the ~~premium~~Company’s ~~was~~common ~~reclassified to additional paid in capital~~stock.

~~The~~NOTE ~~$100,000~~4: ~~remaining~~On ~~balance~~July of1, 2019, the ~~original~~company ~~note~~entered ~~was renegotiated~~ into a ~~new~~two ~~note~~year onloan ~~December~~agreement 5,in ~~2016~~the ~~which~~amount ~~matured~~of ~~on July~~ $15,000 ~~2017.~~with ~~This~~a ~~new~~third party. The note ~~carries~~bears interest at athe rate of ~~16.8~~5% ~~which was payable in cash monthly~~. ~~The~~At ~~Company~~September ~~paid $14~~30,~~443~~ ~~in interest during the year ended December 31~~2020, ~~2017.~~this ~~This new~~ note ~~required~~has ~~the~~accrued ~~Company~~interest toof ~~issue 100 shares which were valued at~~ $~~6,000~~925 ~~which was recorded as a discount to be amortized over the remaining life of the note. The remaining note balance~~ and ~~unamortized discount balance at December 31, 2017,~~ is ~~$40,000~~convertible ~~(see~~into ~~following assignments) and $0. The $40~~726,~~000~~021 ~~balance~~shares of ~~Note~~the 1Company’s ~~matured~~common ~~on July 15, 2017~~stock. ~~In an amendment dated December 7, 2018, as stated below this note balance was combined with Note 3.~~

NOTE 35: On July 1712, ~~2017~~2019, the company entered into a two year loan agreement in the amount of $5042,~~000~~500 with a ~~shareholder.~~third ~~The company issued 1,000 common shares to the shareholder as consideration for providing us the loan~~party. The ~~shares were valued at $15,000, or $15 per share based on the quoted market price which was recorded as a debt discount and was amortized at a rate of $1,250 per month over the life of the loan. The~~ note bears interest at the rate of 125%~~, payable at maturity of July 17, 2018~~. ~~The~~At ~~$40,000~~September ~~balance of Note 1 matured on July 15~~30, ~~2017. On December 7~~2020, ~~2018,~~this ~~notes~~note 1has ~~and~~accrued 3interest ~~were combined into Note 3. The unamortized balance~~ of ~~the discount is~~ $~~0 at June 30~~2,597 ~~2019. Total unpaid principal~~ and ~~interest~~ is ~~$115,500~~convertible atinto ~~June 30~~2, ~~2020~~054,158 ~~which~~shares ~~includes~~of ~~$25,500~~the inCompany’s ~~accrued~~common ~~interest~~stock.

F-NOTE 6: On July 12, 2019, the company entered into a two year loan agreement in the amount of $57,500 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $2,597 and is convertible into 2,779,155 shares of the Company’s common stock.

~~Global~~NOTE ~~Boatworks~~7: ~~Holdings~~On August 27, ~~Inc~~2019, the company entered into a two year loan agreement in the amount of $50,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $2,740 and is convertible into 2,467,967 shares of the Company’s common stock.

~~Notes~~NOTE to8: ~~Condensed~~On ~~Consolidated~~October ~~Financial~~1, ~~Statements~~2019, the company entered into a two year loan agreement in the amount of $25,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $1,216 and is convertible into 1,195,293 shares of the Company’s common stock.

~~(7)~~NOTE ~~SHORT~~9: ~~TERM~~On ~~LOANS~~March ~~AND~~25, ~~SHORT~~2020, ~~TERM~~the ~~CONVERTIBLE~~company ~~NOTES~~entered into a two year loan agreement in the amount of $200,000 ~~(continued)~~with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $4,986 and is convertible into 5,607,539 shares of the Company’s common stock.

NOTE 10: On April 9, 2020, the company entered into a) ~~Short~~two ~~term~~year ~~notes~~loan agreement in the amount of $10,000 ~~(continued)~~with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $229 and is convertible into 279,818 shares of the Company’s common stock.

NOTE 511: On ~~March~~July 43, ~~2019~~2020, the company entered into a ~~third~~two ~~party~~year ~~individual~~loan ~~loaned~~agreement in the ~~Company~~amount of $1012,000 onwith ana ~~undocumented~~third ~~basis~~party. ~~with~~The nonote ~~stated~~bears interest orat ~~maturity~~the ~~Terms~~rate of 5%. At September 30, 2020, this note has accrued interest of $135 and is convertible into 331,984 shares of the Company’s common stock.

NOTE 612: On ~~March~~July 258, ~~2019~~2020, ~~a third party stockholder loaned~~ the ~~Company~~company ~~$105,000.~~entered ~~This~~into ~~note~~a istwo ~~collateralized~~year ~~with~~loan ~~the~~agreement ~~1,000~~in ~~shares of super voting preferred stock held by~~ the ~~Company’s~~amount ~~CEO. The note required a principal reduction~~ of $5025,000 ~~on or before May 20, 2019~~ with ~~the~~a ~~balance~~third ofparty. ~~$55,000~~The ~~plus~~note ~~$10,000~~bears in interest ~~due~~at onthe orrate ~~before~~of ~~October 25, 2019~~5%. ~~The~~At ~~Company~~September ~~paid~~30, ~~$25~~2020,~~000~~ of this note athas ~~the~~accrued ~~closing~~interest of ~~the~~$264 ~~sale~~and ofis ~~the~~convertible ~~Luxuria~~into ~~I. The balance at December 31~~691,168 ~~2019~~shares ~~was~~of ~~$80,000.~~the ~~The~~Company’s ~~note~~common ~~maturity has been amended to be due on demand~~stock.

NOTE 7: In November 2019, the stockholder holding Note 6 agreed to loan the Company $5,000 and on December 5, 2019, loaned the Company $72,500 on an undocumented basis carrying no interest. The balance at December 31, 2019 is $77,500.F-14

b)Global ~~Short~~Boatworks ~~term~~Holdings, ~~convertible notes~~ Inc.

~~Short~~Notes ~~term~~to ~~convertible~~Condensed ~~debt~~Consolidated ~~including~~Financial ~~accrued interest was, as follows:~~Statements

	June 30, 2020	December 31, 2019
Convertible note 3	$ 19,849	$ 19,093
Convertible note 4	13,261	12,761
Convertible note 5	13,261	12,761
Convertible note 8	38,404	36,925
Less: unamortized debt discounts	-	-
Total convertible notes, net	$ 84,775	$ 81,540

(8) CONVERTIBLE NOTES, continued

NOTE 313: On ~~April~~July 1516, ~~2017~~2020, the ~~Company~~company entered into a ~~six~~two ~~month~~year ~~10%~~loan ~~convertible~~agreement ~~promissory note~~ in the amount of $1560,000 with a third party. InThe ~~event~~note ofbears ~~default~~interest at the rate of 5%. At September 30, 2020, this note ~~carries~~has anaccrued interest ~~rate~~of $567 and is convertible into 1,657,016 shares of ~~18%~~the Company’s common stock.

NOTE 14: On July 16, 2020, the company entered into a two year loan agreement in the amount of $50,000 with a third party. The ~~total~~note bears interest at the rate of 5%. On September 23, 2020 the lender converted the note isplus ~~convertible~~accrued interest of $473 into ~~common~~1,380,847 ~~stock~~shares asof ~~follows:~~the Company’s common stock.

~~Lender~~NOTE ~~has~~15: ~~the~~On ~~right~~August ~~at any time~~14, ~~at its election~~2020, tothe ~~convert~~company ~~(each~~entered ~~instance~~into ~~of conversion is referred to herein as~~ a ~~“Conversion”)~~two ~~all~~year orloan ~~any~~agreement ~~part~~in of the ~~Conversion~~amount ~~Eligible Outstanding Balance into shares (“Conversion Shares”)~~ of ~~fully~~$25,000 ~~paid~~with ~~and~~a ~~non-assessable~~third ~~common stock, $0~~party.~~0001~~ ~~par~~The ~~value~~note ~~per~~bears ~~share~~interest ~~(“Common~~at ~~Stock”), of Company as per~~ the ~~following~~rate ~~conversion formula: the number~~ of ~~Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price (as defined below)~~5%. ~~Subject~~At toSeptember ~~the~~30, ~~adjustments set forth herein~~2020, ~~the~~this ~~conversion~~note ~~price~~has ~~(the~~accrued ~~“Conversion~~interest ~~Price”)~~of ~~for~~$161and ~~each~~is ~~Conversion~~convertible ~~shall~~into be687,724 ~~equal~~shares toof ~~60% (~~the ~~“Conversion~~Company’s ~~Factor”)~~common ~~multiplied by the lowest Closing Bid Price in the fifteen (15) Trading Days immediately preceding the applicable Conversion~~stock.

~~F-13~~NOTE 16: On September 15, 2020, the company entered into a two year loan agreement in the amount of $10,000 with a third party. The note bears interest at the rate of 5%.At September 30, 2020, this note has accrued interest of $11and is convertible into 226,551 shares of the Company’s common stock.

~~Global~~NOTE ~~Boatworks~~17: ~~Holdings~~On September 15, ~~Inc~~2020, the company entered into a two year loan agreement in the amount of $20,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $22 and is convertible into 453,103 shares of the Company’s common stock.

~~Notes~~NOTE to18: ~~Condensed~~On ~~Consolidated~~September ~~Financial~~22, ~~Statements~~2020, the company entered into a two year loan agreement in the amount of $5,000 with a third party. The note bears interest at the rate of 5%. At September 30, 2020, this note has accrued interest of $0 and is convertible into 54,113 shares of the Company’s common stock.

~~(7)~~NOTE ~~SHORT~~19: ~~TERM~~On ~~LOANS~~September ~~AND~~23, ~~SHORT~~2020 ~~TERM~~the ~~CONVERTIBLE~~Company ~~NOTES~~entered into a 45 day loan agreement in the amount of $77,500 ~~(continued)~~with a third party, replacing a previously undocumented loan. The note bears interest at the rate of 0%. At September 30, 2020, this note has accrued interest of $0 and is convertible into 500,000 shares of the Company’s common stock.

b)NOTE ~~Short~~20: ~~term~~On September 23, 2020 the Company entered into a 45 day loan agreement in the amount of $7,067 with a third party, to settle accrued expenses. The note bears interest at the rate of 0%. At September 30, 2020, this note has accrued interest of $0 and is convertible ~~notes~~into 50,000 ~~continued~~shares of the Company’s common stock.

~~Due~~NOTE to21: ~~the~~On ~~variable~~September ~~conversion~~23, ~~terms and certain default provisions~~2020, the ~~embedded~~company ~~conversion~~entered ~~option~~into ~~has been recorded as~~ a ~~derivative~~two ~~liability~~year atloan anagreement ~~initial~~in ~~fair~~the ~~value~~amount of $1375,~~472~~000 ~~recorded~~with as a ~~debt~~third ~~discount~~party. The ~~valuation~~note ~~method~~bears ~~utilized~~interest ~~was the Black-Scholes model with the following assumptions: Expected life in years 0.10; Stock price~~ at ~~April 15, 2017, $25 with~~ the ~~conversion~~rate ~~price~~ of ~~$15; Bond equivalent yield rate 0.92~~6%. At ~~June~~September 30, 2020, ~~the~~this ~~valuation~~note ~~method~~has ~~utilized~~accrued ~~was~~interest ~~the Black-Scholes model with the following assumptions: Expected life in years 0.00001; Stock price at June 30, 2020 $0.26 with the conversion price~~ of $~~0.084;~~86 ~~Bond equivalent yield rate 0.13%. The principal~~ and ~~interest~~is ~~balance~~convertible ~~was~~into ~~$19~~202,~~849~~703 ~~and~~shares of the ~~unamortized~~Company’s ~~discount~~common ~~balance was $0 at June 30, 2020~~stock.~~The note is currently in default.~~

~~NOTES~~NOTE ~~4 AND 5~~22: On ~~May~~September 1723, ~~2017~~2020, ~~as discussed in section a) above,~~ the ~~$100,000~~company ~~note~~entered ~~holder~~into ~~sold $60,000 of this note to three third parties, one of whom subsequently became~~ a ~~related~~two ~~party,~~year ~~and~~loan ~~the~~agreement ~~Company~~in ~~modified~~ the ~~new~~amount ~~$20,000 notes to add a conversion feature at a conversion rate~~ of $~~0.50 per share~~60,000 with a ~~maturity~~third ~~date of May 16, 2018~~party. ~~This~~The ~~was~~note ~~treated~~bears asinterest ~~a debt extinguishment and a beneficial conversion feature was recorded~~ at ~~issuance of $20,000 per note and was amortized over~~ the ~~life~~rate of ~~the notes. These third parties converted an aggregate of $13,500 of these notes in exchange for~~ 6~~,750 shares in June 2017~~%. OnAt ~~July~~September 2630, ~~2017~~2020, ~~two~~this ofnote ~~these~~has ~~third~~accrued ~~parties~~interest ~~converted an aggregate~~ of $~~11,000~~69 ofand ~~these~~is ~~notes~~convertible ininto ~~exchange for 5~~162,~~500~~162 shares. Inof ~~September 2017,~~ the Company’s ~~modified~~common ~~the conversion rate of these notes to $0~~stock.50 per share, which was treated as debt extinguishment whereby the then remaining balance of the discount was amortized as interest expense and new discounts totaling $35,500 were recorded which are being amortized over the remaining life of the notes. At June 30, 2020, the total principal and interest under these notes was $26,523 and the unamortized discounts were $0.

~~NOTE~~(9) 8:SHORT OnTERM ~~August~~LOANS ~~31,~~- ~~2017,~~RELATED ~~the Company entered into a six month 10% convertible promissory note in the amount of $30,000. In event of default the note carries an interest rate of 18%.~~PARTY

~~The~~During ~~total~~the ~~note~~period isended ~~convertible~~December ~~into~~31, ~~common~~2018, ~~stock~~the asCEO ~~follows:~~advanced $8,500 to the Company under an undocumented advance which carries no interest and has no stated maturity. During the year ended December 31, 2019, the CEO advanced an additional $5,000 under this undocumented advance.

Lender has the right at any time, at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all or any part of the Conversion Eligible Outstanding Balance into shares (“Conversion Shares”) of fully paid and nonF-assessable common stock, $0.0001 par value per share (“Common Stock”), of Company as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price (as defined below). Subject to the adjustments set forth herein, the conversion price (the “Conversion Price”) for each Conversion shall be equal to 80% (the “Conversion Factor”) multiplied by the lowest Closing Bid Price in the fifteen (15) Trading Days immediately preceding the applicable Conversion. Due to the variable conversion terms and certain default provisions, the embedded conversion option has been recorded as a derivative liability at an initial fair value of $24,210 recorded as a debt discount. The valuation method utilized was the Black-Scholes model with the following assumptions: Expected life in years 0.10; Stock price at August 31, 2017, $2.80 with the conversion price of $1.80; Bond equivalent yield rate 1.08%. At June 30, 2020, the valuation method utilized was the Black-Scholes model with the following assumptions: Expected life in years 0.00001; Stock price at June 30, 2020 $0.26 with the conversion price of $0.112; Bond equivalent yield rate 0.13%. The principal and interest balance was $38,404 at June 30, 2020.

~~(8)~~Global ~~SHORT~~Boatworks ~~TERM~~Holdings, ~~LOANS - RELATED PARTY~~Inc.

~~During~~Notes ~~the period ended June 30, 2020, the CEO advanced $10,233~~ to ~~the~~Condensed ~~Company,~~Consolidated ~~and~~Financial ~~was repaid $9,294, under an undocumented advance which carries no interest and has no stated maturity. At June 30, 2020, this advance balance is $11,592.~~Statements

~~F-14~~(10) LIABILITY TO ISSUE COMMON SHARES

~~Global~~In ~~Boatworks~~March ~~Holdings~~2020, ~~Inc~~a convertible note matured in the amount of $100,000 plus accrued interest of $11,989. By contract this note is convertible into 6,195,192 shares of common stock. As the shares have not yet been issued, they are accounted for as a liability to issue shares. In September 2020, a convertible note matured in the amount of $10,000 plus accrued interest of $1,164. By contract this note is convertible into 470,669 shares of common stock. As the shares have not yet been issued, they are accounted for as a liability to issue shares.

~~Notes~~During the third quarter the Company recorded a liability to ~~Condensed~~issue ~~Consolidated~~20,405,000 ~~Financial~~shares ~~Statements~~of common stock in exchange for services valued at $96,031, or $0.005 per share.

(911) ~~LONG~~COMMITMENTS ~~TERM~~AND ~~DEBT~~CONTINGENCIES

Ina) ~~May~~Leases: ~~2020,~~We ~~the~~occupy ~~Company,~~approximately ~~through~~four ~~its~~hundred ~~wholly owned subsidiary, received an Economic Disaster Injury Loan from the U.S. Small Business Administration~~ (~~SBA EIDL~~400) insquare ~~the~~feet ~~amount~~ of ~~$96,600.This~~office ~~loan~~space ~~carries~~without acharge ~~3.75%~~at ~~interest~~the ~~rate~~residence ~~and~~of isour ~~payable~~Chief inExecutive ~~monthly payments over 30 years, beginning in May 2021~~Officer.

Ind) ~~April~~Legal ~~2017~~Matters: ~~the~~From ~~Company~~time ~~entered~~to ~~into~~time, awe ~~six~~may ~~year~~be ~~loan~~involved in ~~the~~litigation ~~amount~~relating ~~of $35,000~~ to ~~purchase~~claims ~~the~~arising ~~Suzuki~~out ~~outboard~~of ~~engines~~our ~~for~~operations in the ~~Luxuria~~normal I.course ~~This~~of ~~loan~~business. ~~carries~~As anof ~~interest~~September ~~rate~~30, of2020, ~~6.49%~~there ~~with~~were ~~monthly~~no ~~payments.~~pending Ator ~~June~~threatened ~~30,~~lawsuits ~~2020~~that ~~the~~could ~~balance~~reasonably ofbe ~~this~~expected ~~loan~~to ~~was~~have ~~$18,411,~~a ofmaterial ~~which~~effect ~~$6,045~~on isthe ~~due~~results ~~within~~of ~~one~~our ~~year~~operations.

(1012) ~~CUSTOMER~~STOCKHOLDERS’ ~~DEPOSITS~~EQUITY

InAt ~~June~~September 30, 2020 and December 31, 2019, the Company has 5,000,000,000 ~~through~~shares ~~its~~of ~~wholly~~par ~~owned~~value ~~subsidiary,~~$0.0001 ~~received~~common astock ~~deposit~~authorized onand a114,307,062 ~~new~~and ~~custom~~71,244,696 ~~design~~issued and ~~build~~outstanding, ~~floating~~respectively. ~~vessel~~At September 30, ~~based~~2020 ~~from~~and December 31, 2019, the ~~design~~Company has 10,000,000 shares of ~~the~~par ~~Luxuria~~value I$0.0001 ~~The~~preferred ~~Company~~stock isauthorized inand ~~process~~1,000,000 ofRedeemable ~~developing~~Series ~~the~~A ~~contract~~preferred ~~specifications~~shares ~~with~~issued ~~the~~and ~~buyer~~outstanding.

~~(11)~~In ~~COMMITMENTS~~the ~~AND~~third ~~CONTINGENCIES~~quarter 2020, the Company issued 2,310,000 shares of common stock to six individuals/legal entities in exchange for the conversion of debt valued at $115,500, or $0.05 per share. The Company also issued 2,901,291 shares of common stock to consummate the acquisition. The Company issued 35,862,365 shares of common stock in exchange for services valued at $3,190,893, or $0.09 per share. The Company issued 1,988,709 shares of common stock to settle accrued expenses in the amount of $926,035, or $0.05 per share.

a)In ~~Deficiency~~the infirst ~~Stockholders~~quarter ~~Equity~~2020, the Company issued 6,195,192 shares of common stock exchange for the conversion of debt valued at $111,989, or $0.02 per share.

AtIn ~~June~~the ~~30,~~third ~~2020~~quarter 2019, the Company ~~had~~issued ~~the obligation to issue 1~~5,~~000~~164,388 shares of common stock onin ~~July~~exchange 1,for ~~2017~~services ~~and~~valued ~~1,000~~at ~~shares on January 1~~$24, ~~2018~~305, ~~under~~or ~~a three year consulting agreement entered into on December 9, 2016~~$0.005 ~~These~~per ~~shares were valued at the market price for shares at the date they were earned~~share.

AtIn ~~June~~the ~~30,~~second ~~2020~~quarter 2019, the Company ~~had~~issued ~~the obligation to issue 1~~10,~~000~~401,930 shares of common stock onin ~~May~~exchange ~~22,~~for ~~2018~~services ~~under~~valued aat ~~three~~$48,954, ~~month~~or ~~consulting~~$0.005 ~~agreement~~per ~~entered~~share. ~~into~~The onCompany ~~that~~also ~~date.~~issued ~~These~~4,249,676 shares ~~were~~of ~~valued~~common atstock ~~the~~in ~~market~~exchange ~~price~~ for ~~shares~~$20,000 atcash, ~~the~~or ~~date~~$0.005 ~~they~~per ~~were earned~~share.

AtIn ~~June~~the ~~30,~~first ~~2020~~quarter 2019, the Company ~~had~~issued ~~the obligation to issue 6~~1,~~000~~214,628 shares of common stock ~~on April 6, 2018 under a consulting agreement entered into~~ in ~~April~~exchange ~~2017.~~for ~~These~~services ~~shares were~~ valued at ~~the~~$81,016, ~~market~~or ~~price~~$0.005 ~~for~~per ~~shares at the date they were earned~~share.

~~The $5,050 value of these 8,000 shares has been classified within accrued liabilities at June 30, 2020 and December 31, 2019.~~F-16

b)Global ~~Leases~~Boatworks Holdings, Inc.

WeNotes ~~occupy~~to ~~approximately~~Condensed ~~four~~Consolidated ~~hundred~~Financial ~~(400) square feet of office space without charge at the residence of our Chief Executive Officer, President, Treasurer and Director, and our Secretary.~~Statements

c(13) ~~Common~~DISCONTINUED ~~Stock Subscription Agreement~~OPERATIONS

InSubsequent ~~the~~to ~~last quarter of 2014, as memorialized in May 2015,~~ the ~~Company~~merger ~~received a stock subscription~~ agreement ~~from a now former officer and director of the Company for 1~~,~~500~~ ~~shares~~management ofinitiated ~~common~~a ~~stock~~plan into ~~exchange~~divest ~~for $250,000 in cash or cash equivalents, such as labor and materials for~~ the ~~construction~~luxury ofliving ~~the~~vessel ~~barge bottom, or $167 per share~~business. ~~Through~~As ~~June~~a ~~30,~~result ~~2016~~ this ~~former~~segment ~~officer~~is ~~and~~classified ~~director~~as ~~has~~discontinued ~~paid $55,000 and received 330 shares, respectively~~operations. InR3Score ~~August~~recorded ~~2016~~$38,361 as the ~~Company~~results ~~issued 425 shares~~ of ~~our~~discontinued ~~restricted~~operations ~~common stock to this former officer and director in exchange~~ for the ~~construction~~period ofended ~~the~~September ~~barge bottom for Luxuria I~~30, ~~delivered in February, valued at $70,000, based on a negotiated agreement~~2020.

d(14) ~~Legal~~CONCENTRATIONS ~~Matters~~OF RISK

~~From~~The ~~time~~Company tomaintains ~~time,~~its wecash ~~may be involved~~ in ~~litigation~~bank ~~relating~~deposit toaccounts, ~~claims~~which ~~arising~~may, ~~out~~at oftimes, ~~our~~may ~~operations~~exceed infederally ~~the~~insured ~~normal course of business~~limits. AsThe ofCompany ~~June~~had ~~30, 2020, there were~~ no ~~pending~~cash orbalances ~~threatened~~in ~~lawsuits~~excess ~~that~~of ~~could~~FDIC ~~reasonably~~insured belimits ~~expected~~at toSeptember ~~have~~30, a2020 ~~material~~and ~~effect~~December on31, ~~the~~2019, ~~results of our operations~~respectively.

F-(15) COVID-19 PANDEMIC

~~Global~~The ~~Boatworks~~Company’s ~~Holdings,~~management ~~Inc~~is unable to predict the full impact of COVID-19 on the Company.

~~Notes~~The corona virus pandemic and subsequent State of Maryland ordered shut down did not have a significant effect upon the Company’s operations. The Company’s access to ~~Condensed~~capital ~~Consolidated~~was ~~Financial~~moderately ~~Statements~~curtailed , during the pandemic. The Company, as yet, does not know what the ultimate consequences of the pandemic will be upon its business model. Because of COVID-19 and the uncertainty surrounding economic conditions moving forward the Company cannot predict the full impact, although it has had only a moderate impact to date. The Company’s staff and outside professionals were already working remotely prior to the onset of the pandemic.

(1116) ~~COMMITMENTS~~SUBSEQUENT ~~AND CONTINGENCIES, continued~~EVENTS

da) ~~Legal~~Convertible ~~Matters~~debt: In November 2020, ~~continued~~NOTE 19 was amended to $35,000 paid in cash on December 7, 2020 and the $42,500 balance converted into 350,000 shares of the Company’s common stock. The cash payment portion of this note is in default.

~~This~~In ~~former~~November ~~officer~~2020, ~~discussed~~NOTE in20 c)was ~~above~~amended ~~has~~to ~~not~~extend ~~accepted~~ the ~~stock~~maturity ~~certificate~~date ~~and has informed the Company that he wants~~ to ~~renegotiate~~ the ~~stock~~latter ~~purchase price since the market price~~ of ~~the~~June ~~common stock has fallen below the signed contractual price per share. In addition~~7,2021 ~~this~~or ~~former officer unlawfully placed a lien against~~ the ~~Luxuria~~date Ithat ~~in April 2019, resulting in~~ the Company ~~being~~raises ~~compelled to pay him~~ $~~50,000 to release the lien concurrently with the sale of the Luxuria I~~1.5 ~~The~~million ~~Company~~or ismore ~~exploring~~in ~~its~~new ~~options to seek restitution~~capital.

~~(12~~b) ~~DEFICIENCY~~Liability INto ~~STOCKHOLDERS’~~issue ~~EQUITY~~common shares: In October 2020, the Company issued the 20,405,000 shares of common stock in exchange for services valued at $96,031, or $0.005 per share. In December 2020, the Company issued the 6,195,192 shares of common stock finalizing the conversion of the $100,000 note balance plus $11,989 accrued interest.

Atc) ~~June~~Stockholder’s ~~30,~~equity: ~~2020~~In ~~and~~November ~~December 31~~2020, ~~2019,~~ the Company ~~has~~authorized 5the designation of 1,000,000~~,000~~ shares of ~~par~~Preferred ~~value~~Stock $0Series B.~~0001~~ ~~common~~This ~~stock~~Series ~~authorized~~B ~~and~~has ~~2,901,291~~no ~~issued~~voting ~~and~~rights; ~~outstanding.~~receives Atdividends ~~June~~at ~~30,~~a ~~2020~~rate ~~and~~of ~~December~~6%; ~~31,~~is ~~2019,~~redeemable ~~the~~for ~~Company~~180 ~~has~~days ~~10,000,000~~at ~~shares~~an increasing redemption premium to a maximum of ~~par~~135%; ~~value~~beginning180 ~~$0.0001~~days ~~preferred~~after issuance is convertible into common stock ~~authorized~~at a 35% discount to the then current trading price of the common stock and ~~1,000,000~~each ~~Redeemable~~such ~~Series~~conversion Ais ~~preferred~~limited ~~shares~~to a maximum of 4.99% of the them issued and outstanding common stock.

On January 15, 2019, the Company issued 238,000 shares of common stock upon conversion of Note 2 principal in the amount of $729. On March 1, 2019, the Company issued 260,000 shares of common stock upon conversion of Note 2 principal in the amount of $936. At June 30, 2020, the balance of this note is $0.F-17

(13) RELATED PARTIES

a) Rental property

On September 25, 2014, the Company acquired the Miss Leah, a luxury floating vessel built on a barge platform from the Predecessor which is owned by the founders’ brother. As part of this acquisition transaction the Company issued a promissory note in June 2015 to the Predecessor in the amount of $100,000, carrying an interest rate of 2% effective September 25, 2014, with a maturity date of June 20, 2022. The Company recorded the payable in September 2014 which was formalized with this promissory note in June 2015. At June 30, 2020 and December 31, 2019, the Company had accrued interest of $11,386 and $10,400, respectively.

b) Related party payable

In the last quarter 2014, the Predecessor continued to receive some of the revenue from and to pay some of the expenses related to the rental of the Miss Leah. The Company has established a payable to the Predecessor for the net differential of $3,888.

(14) CONCENTRATIONS OF RISK

The Company has no revenue producing asset at June 30, 2020 and December 31, 2019.

The Company maintains its cash in bank deposit accounts, which may, at times, may exceed federally insured limits. The Company had no cash balances in excess of FDIC insured limits at June 30, 2020 and December 31, 2019, respectively.

F-16

Global Boatworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(15) COVID-19 PANDEMIC

The Company’s management is unable to predict the full impact of COVID-19 on the Company.

The corona virus pandemic and subsequent State of Florida ordered shut down had a significant effect upon the Company’s operations. The Company’s access to capital was severely curtailed to totally eliminated, during the pandemic. The Company had also entered into a letter of intent for a custom design and build floating vessel. The Company will not know for some time if this letter of intent can be converted into a contract or not. The Company is continuing to negotiate with several other parties for custom design and build floating vessel opportunities, but as yet does not know what the ultimate consequences of the pandemic will be upon its business model.

The Luxuria series of floating homes is constructed in marine facilities and appeals to those that seek a lifestyle that incorporates being on the water. The Company’s product is more expensive than a traditional home built on land. Because of COVID-19 and the uncertainty surrounding economic conditions moving forward the Company cannot predict the willingness of buyers to absorb the additional cost of a luxury floating home as compared to a traditional home. Additionally, the Company’s management cannot predict the availability of marine construction facilities or personnel during this time due to Broward County, Florida Administrator's Emergency Order 20-03 limiting which businesses may stay open. The Company’s primary facility where the Luxuria I was constructed is located in Broward County, Florida.

F-17

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

WeMANAGEMENT’S ~~were~~DISCUSSION ~~founded~~AND inANALYSIS ~~June~~OF ofFINANCIAL ~~2014~~CONDITION toAND ~~commercialize~~RESULTS ~~luxury~~OF stationary floating vessels. We plan to generate revenues from the sale of and rental of the vessels initially in South Florida. Our newly developed Luxuria model features a South Florida modern style, and is approximately one thousand six hundred (1,600) square feet under air. The vessel offers amenities typically found in a luxury home.OPERATION

~~Three~~The following management’s discussion and analysis (3“MD&A”) ~~Months~~should ~~Ended~~be ~~June~~read in conjunction with Global Boatworks Holdings, Inc., (“GBBT”) financial statements for the nine months ended September 30, 2020 and 2019, and the notes thereto. Additional information relating to the Company is available through its website:

~~We had vessel sale revenues of $0 and $750,000 for the three (3) months ended June 30, 2020 and 2019, respectively~~www.r3score.com

~~Cost~~The ofCompany ~~revenues~~has developed a financial analysis tool that uses artificial intelligence, ~~(exclusive~~machine learning, and human empathy together to provide an accurate assessment of ~~depreciation~~a ~~shown~~person’s ~~separately~~credit ~~below),~~worthiness ~~was~~and $0reputation ~~compared~~without the bias that is inherent in traditional "scores" used by lenders and employers. The product produces a unique score ranging from 300 to ~~$579~~850,~~836~~ ~~for~~accompanied ~~the~~by ~~three~~a ~~(3)~~nuanced ~~months~~customer ~~ended~~segmentation ~~June~~report 30that, ~~2020~~together, provides actionable information to better align products and ~~2019~~services to customers. The products offer more context than traditional criminal background screening tools and/or traditional credit scores. The Company’s products provide decision-makers with more actionable data than what is available on the open market. The products proprietary risk models leverage machine learning and existing cross-sector research in a unique manner for a more robust, ~~respectively~~holistic view of prospective employees and/or consumers. Activity to date has been focused mostly on the development of the algorithms and unique risk models for the product. The Company is transitioning to marketing our report to corporations and individuals.

~~General~~Safe ~~and~~Harbor ~~administrative expenses were $66,686 compared to $90,615~~ for ~~the~~Forward-Looking three (3) months ended June 30, 2020 and 2019, respectively, a decrease of twenty six point four percent (26.4%). General and administrative expenses are principally composed of insurance, maintenance, officer pay and travel. Statements

~~Our~~Certain ~~professional~~statements ~~fees~~in ~~were~~this ~~$28~~report,~~604~~ ~~compared~~including the potential future impact of COVID-19 on our results of operations or liquidity, the potential impact of actions we have taken to ~~$57~~mitigate the impact of COVID-19,~~952~~ ~~for~~the expected benefit of the ~~three~~CARES ~~(3)~~Act ~~months~~on ~~ended~~our ~~June~~liquidity 30and the period of time during which our cash and short-term investment will fund our operations are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We use words such as “anticipate,” ~~2020~~“believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “target,” and ~~2019~~similar terms and phrases, ~~respectively~~including references to assumptions, to identify forward-looking statements. ~~This~~These ~~decrease~~forward-looking isstatements ~~principally~~are ~~the~~based ~~result~~on ofinformation ~~delayed~~available ~~expenditures~~to ~~resulting~~us ~~because~~as of the ~~COVID~~date any such statements are made, and we assume no obligation to update these forward-19looking ~~pandemic~~statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the risk factors described in our annual report on Form 10-K for the year ended December 31, 2019, ~~expenses~~as ~~related~~updated in this Form 10-Q and other reports filed subsequently with the SEC. GBBT disclaims any obligation to publicly update or to revise any such statements to reflect any change in the ~~sale~~Company’s ofexpectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the ~~Luxuria~~likelihood Ithat actual results will differ from those set forth in the forward-looking statements.

~~Our~~Three ~~interest expense was $9,484 compared to $10,763 for the three~~ (3) ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2020 and 2019~~, respectively.~~

~~Our~~We ~~change~~had inrevenues ~~fair value~~ of ~~derivative was~~ $692,~~941~~640 and $~~625~~0 for the three (3) months ended ~~June~~September 30, 2020 and 2019, respectively.

WeGeneral ~~recorded~~and aadministrative ~~net~~expenses ~~loss~~were ~~of (~~$~~175~~33,~~171)~~005 compared to ($4352,~~075)~~130 for the three (3) months ended ~~June~~September 30, 2020 and 2019, respectively. General and administrative expenses are principally composed of insurance, maintenance, office expenses and travel.

~~Six~~Our salaries expense was $265,983 compared to $114,555 the three (63) ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2020 and 2019, respectively. $150,893 of the increase is attributable to stock-based compensation.

WeOur ~~had~~professional ~~vessel~~fees ~~sale~~were ~~revenues of~~ $03,434,899 ~~and~~compared to $~~750~~38,~~000~~655 for the ~~six~~three (63) months ended ~~June~~September 30, 2020 and 2019, respectively. $3,040,000 of the increase is attributable to stock-based compensation and the balance the process of becoming a public company as well as the continued push to develop contracts with large corporations.

~~Cost~~Our ofinterest ~~revenues,~~expense ~~(exclusive of depreciation shown separately below),~~ was $050,668 compared to $~~583~~5,~~710~~016 for the ~~six~~three (63) months ended ~~June~~September 30, 2020 and 2019., respectively.

~~General~~Our ~~and~~change ~~administrative~~in ~~expenses~~fair ~~were~~value ~~$128,493~~of ~~compared~~derivative towas $~~163~~38,~~219~~361 and $0 for the ~~six~~three ~~(6)~~ months ended ~~June~~September 30, 2020 and 2019, respectively~~, a decrease of twenty one point three percent (21~~.~~3%). General and administrative expenses are principally composed of insurance, maintenance, officer pay and travel.~~

~~Our~~We ~~professional~~recorded ~~fees~~a ~~were~~net loss of ($323,~~564~~792,399) compared to ($71210,~~492~~909) for the ~~six~~three (63) months ended ~~June~~September 30, 2020 and 2019, respectively. ~~This decrease is principally the result of delayed expenditures resulting because of the COVID-19 pandemic and the 2019 expenses related to the sale of the Luxuria I.~~

~~Our interest expense was $19,144 compared to $22,220 for the six (6) months ended June 30, 2020 and 2019.~~ 1

~~Our~~Nine ~~change in fair value of derivative was $53,977 and $93,222 for the six~~ (69) ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2020 and 2019~~, respectively.~~

We ~~recorded~~had arevenues ~~net loss~~ of ($~~235~~5,~~090)~~075 ~~compared~~and ~~to (~~$~~148,793)~~0 for the ~~six~~nine (69) months ended ~~June~~September 30, 2020 and 2019, respectively.

General and administrative expenses were $95,404 compared to $79,198 for the nine (9) months ended September 30, 2020 and 2019, respectively. General and administrative expenses are principally composed of insurance, maintenance, office expenses and travel.

Our salaries expense was $478,723 compared to $172,113 the nine (9) months ended September 30, 2020 and 2019, respectively. $150,893 of the increase is attributable to stock-based compensation and $120,000 carried over from our acquisition.

Our professional fees were $3,464,041 compared to $169,025 for the nine (9) months ended September 30, 2020 and 2019, respectively. $3,040,000 of the increase is attributable to stock-based compensation and the balance the process of becoming a public company as well as the continued push to develop contracts with large corporations.

Our interest expense was $38,568 compared to $9,030 for the nine (9) months ended September 30, 2020 and 2019.

Our change in fair value of derivative was $38,568 and $0 for the nine (9) months ended September 30, 2020 and 2019, respectively.

We recorded a net loss of ($4,057,015) compared to ($429,919) for the nine (9) months ended September 30, 2020 and 2019, respectively.

Liquidity and Capital Resources

Cash Flow Activities

Our cash ~~increased~~decreased $~~188~~65,~~908~~919 for the ~~six~~nine months ended ~~June~~September 30, 2020. Operating activities ~~provided~~used $93584,~~260~~751 in cash during the ~~six~~nine months ended ~~June~~September 30, 2020. Our operating activities consisted primarily of ~~seeking~~developing ~~and~~contact ~~negotiating new design~~ and ~~build~~contracts ~~opportunities~~with oflarge ~~different~~corporations ~~versions~~to ofutilize ~~the~~our ~~Luxuria~~reports ~~class~~in ~~floating~~their ~~vessels.~~hiring Indecisions ~~June~~as ~~2020,~~well weas ~~received~~credit agranting ~~$200,000 deposit on a new custom design and build based on the Luxuria I~~decisions. ~~This customer purchased the Luxuria I in 2019. They own a series of~~

1Our cash increased $109,042 for the nine months ended September 30, 2019. Our operating activities used $151,984 of cash during the nine months ended September 30, 2019. During 2019 we were still developing our algorithms and software to enable report production.

resorts throughout the world, principally sited on water front properties. The intent is modify the Luxuria design and place new floating vessels at their resorts and charge premium rates for rentals at the resorts. The Company and customer are currently developing the specifications for this model, which will then allow for the cost to be estimated and a contract to be drafted.

Our cash increased $20,356 for the six months ended June 30, 2019. Our operating activities provided $102,171 of cash during the six months ended June 30, 2019, as a result of the sale of the Luxuria I. Our operating activities consisted primarily of marketing the Luxuria I for sale, marketing the concept to enter into custom design and build versions which are under contract for sale prior to beginning to build.

Investing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, we ~~purchased~~invested no$94,957 and $33,974, respectively in fixed and intangible assets.

Financing Activities

In ~~May~~June 2020, the Company, ~~through~~received ~~its~~an ~~wholly~~SBA ~~owned~~Paycheck ~~subsidiary,~~Protection ~~received~~Program an(PPP) ~~SBA~~loan ~~EIDL~~ in the amount of $9636,~~600~~789. ~~This~~We isexpect ato 30have ~~year~~this loan, ~~carrying~~forgiven aunder ~~3.25% interest rate, with~~ the ~~first~~PPP ~~payment due in May 2021~~guidelines.

During the ~~six~~nine (69) months ended ~~June~~September 30, ~~2019~~2020, we funded our working capital requirements principally through the use of proceeds of $~~117~~613,~~000~~789 ~~consisting mainly~~ from additional debt proceeds. ~~We also reduced outstanding debt by $657,000 during the six (6) months ended June 30, 2019.~~

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

Use of Estimates

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

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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Our financial instruments consist of cash and cash equivalents, prepaid expenses, payables and accrued expenses. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. We consider the carrying values of our financial instruments in the consolidated financial statements to approximate fair value, due to their short-term nature.

Revenue Recognition

~~Rental~~ Revenue ~~- Revenue~~ is recognized when earned~~, generally starting when the rental customer takes temporary possession of the floating vessel and through their contracted stay~~. Revenue is recognized on a gross basis in accordance with ASC 606. ~~Cost of Revenue includes the marina dockage fees and fees charged by the web sites Homeaway and Air BnB, where the floating vessel is advertised for rent.~~

Sale Revenue - Revenue is recognized when earned, generally at closing of the sale of a vessel. Revenue is recognized on a gross basis in accordance with ASC 606. Cost of Revenue includes the depreciated capitalized cost of constructing a vessel, and sales commissions.

Construction in progress

Costs to construct vessels are capitalized during the construction phase. Upon completion of a vessel the Company will either sell the vessel or place in it service as a rental property. If the vessel is to be leased the construction costs are transferred to property and equipment and depreciated over its useful life.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided for using straight-line methods over the estimated useful lives of the respective assets.

Valuation of Long-Lived Assets

We periodically evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.

Derivatives

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and that fair value is reclassified to equity. The shares issued upon conversion of the note are recorded at their fair value with gain or loss recognition as applicable.

Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).

Recent Accounting Pronouncements

(See “Recently Issued Accounting Pronouncements” in Note 3m) of Notes to the unaudited Consolidated Financial Statements.)

Plan of Operations

As of ~~June~~September 30, 2020, we had cash on hand of $~~189~~30,~~027~~487. ~~This~~We ~~cash~~are ispreparing ~~earmarked~~a ~~for~~private ~~the~~placement ~~construction~~memorandum ofto ~~the~~allow ~~new~~us ~~barge~~to ~~bottom~~raise ~~for~~up ~~the~~to ~~customer that placed a~~ $~~200~~5,000 ~~deposit for a new custom design and build Luxuria variant. Currently~~, ~~our operating expenses are approximately $25,~~000 ~~per month~~. WeThese ~~were~~funds ~~obligated~~will tobe ~~repay~~primarily anearmarked ~~outstanding~~to ~~loan~~the inhiring ~~one~~of ~~lump~~essential ~~payment~~staff infor ~~the~~both ~~amount~~operations ofand ~~$115,500~~marketing onas ~~July~~well ~~15,~~as ~~2019,~~other ~~which~~marketing ~~is currently in default~~expenses. We ~~are~~have ~~obligated~~successfully totransitioned ~~pay~~from adeveloping ~~lump~~our ~~sum~~proprietary ofsoftware ~~$80,000~~ and ~~$77,500~~algorithms ~~on demand. We were obligated~~ to ~~repay~~marketing anour ~~outstanding~~reports ~~loan in one lump payment in the amount of $15,000 on October 15, 2017, which is past due as of the date of this filing. We were obligated~~ to ~~repay~~large ~~two~~corporations ~~outstanding~~for ~~loans~~use in ~~one~~their ~~lump~~human ~~payment~~resource indepartments ~~the~~for ~~amounts~~hiring ofdecisions ~~$10,000~~ and ~~$10,000 on May 17, 2018, which are currently in default. We were obligated~~ to ~~repay~~large ancredit ~~outstanding~~granting ~~loan~~entities infor ~~one~~use ~~lump payment~~ in ~~the~~their ~~amount~~credit ofevaluation ~~$30,000 on October 6, 2018, which is currently in default~~processes.

If we fail to generate sufficient revenues or raise additional funds to meet our monthly operating costs we would have available cash for our operating needs for approximately zero (0) months.

We are focusing our efforts on commercializing luxury stationary vessels designed in a South Florida modern style. We completed the design of the Luxuria model in the first quarter of 2015, and began construction in March 2016. It was completed as of June 30, 2017. Luxuria I is approximately 1,900 square feet, with two (2) bedrooms and bathrooms, and sleeps up to nine (6) people. We are also marketing the concept of custom built smaller versions of the Luxuria that would cost less to build and have a lower selling price. We closed on the sale of the Luxuria I on April 24, 2019.

In June 2020, we received a $200,000 deposit on a new custom design and build based on the Luxuria I. This customer purchased the Luxuria I in 2019. They own a series of resorts throughout the world, principally sited on water front properties. The intent is modify the Luxuria design and place new floating vessels at their resorts and charge premium rates for rentals at the resorts. The Company and customer are currently developing the specifications for this model, which will then allow for the cost to be estimated and a contract to be drafted.

While rental of the Luxuria was expected to provide a relatively steady revenue stream to us, the construction and sale of custom designed and built luxury floating vessels are expected to generate significantly greater revenues and potential profits.

We anticipate that each non-custom vessel of the Luxuria class will cost approximately $650,000 to construct. Construction will take between three (3) to four (4) months, per vessel. We will require additional funds to develop and carry out our future plans including construction of our second Luxuria class vessel which has not yet commenced. We plan to begin marketing each vessel when manufacturing commences.

The retail price of the Luxuria class is expected to be between $1,200,000 and $1,500,000, depending upon amenities.

We are currently marketing the Luxuria class model and smaller versions of the Luxuria class to yacht brokers, real estate brokers, boat dealerships and resorts that have marina space.

Our cash balance at June 30, 2020 was approximately $188,027, which is approximately zero (0) months of net cash outflow.

We have an accumulated deficit of $6,223,442 from inception to June 30, 2020. A significant portion of this accumulated deficit is the result of non-cash expenses such as the issuance of common stock for services rendered, amortization of beneficial conversion feature discounts and amortization of embedded derivative value discounts on convertible debt.

Our future plans are contingent upon the receipt of capital from the receipt of at least $500,000 from the sale of our securities.

Should we receive funding of $500,000 from the sale of our securities in the future we plan to construct a second Luxuria model vessel.

COVID-19 pandemic

The Company’s management is unable to predict the full impact of COVID-19 on the Company.

The ~~Luxuria~~corona ~~series~~virus ofpandemic ~~floating~~and ~~homes~~subsequent isState ~~constructed~~of inMaryland ~~marine~~ordered ~~facilities~~shut ~~and~~down ~~appeals~~did tonot ~~those~~have ~~that seek~~ a ~~lifestyle~~significant ~~that~~effect ~~incorporates~~upon ~~being on~~ the ~~water~~Company’s operations. The Company’s ~~product~~access isto ~~more~~capital ~~expensive~~was ~~than~~moderately acurtailed, ~~traditional~~during ~~home~~the ~~built on land~~pandemic. ~~Because~~The ofCompany, ~~COVID-19~~as ~~and~~yet, ~~the~~does ~~uncertainty~~not ~~surrounding~~know ~~economic~~what ~~conditions moving forward~~ the ~~Company~~ultimate ~~cannot~~consequences ~~predict~~of the ~~willingness~~pandemic ofwill ~~buyers~~be toupon ~~absorb~~its ~~the~~business ~~additional~~model. ~~cost~~Because of aCOVID-19 ~~luxury~~and ~~floating~~the ~~home~~uncertainty assurrounding ~~compared~~economic toconditions amoving ~~traditional~~forward ~~home. Additionally,~~ the Company’s ~~management~~ cannot predict the ~~availability~~full ofimpact, ~~marine~~although ~~construction~~it ~~facilities~~has orhad ~~personnel~~only ~~during~~a ~~this~~moderate ~~time~~impact ~~due~~ to ~~Broward County, Florida Administrator's Emergency Order 20-03 limiting which businesses may stay open~~date. The Company’s ~~primary~~staff ~~facility~~and ~~where~~outside ~~the~~professionals ~~Luxuria~~were Ialready ~~was~~working ~~constructed~~remotely isprior ~~located~~to inthe ~~Broward~~onset ~~County,~~of ~~Florida~~the pandemic.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a − 15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act” ), as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded as of ~~June~~September 30, 2020 that the Company’s disclosure controls and procedures were not effective such that the information required to be disclosed in the Company’s United States Securities and Exchange Commission (the “SEC”) reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, currently the same person to allow timely decisions regarding required disclosure. Further, certain other deficiencies involving internal controls over financial reporting constituted a material weakness as discussed below.

Management’s Report on Internal Control over Financial Reporting

Based on its evaluation under the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission as of December 31, 2017, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, concluded that its internal control over financial reporting were not effective as of December 31, 2019, and there was no change in the Company’s internal control over financial reporting during the quarter ended ~~June~~September 30, 2020. Based on its evaluation, our management concluded that our internal control over financial reporting as of the end of our most recent fiscal year is not effective because there is a material weakness in our internal control over financial reporting as discussed below. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weakness Identified

The Company does not have a full time Controller or Chief Financial Officer and utilizes a part time consultant to perform these critical responsibilities. This lack of full-time accounting staff results in a lack of segregation of duties and accounting technical expertise and lack of monitoring controls necessary for an effective system of internal control. Additionally, certain IT controls have not been developed nor adhered to. Because of the size of the Company and the Company’s administrative staff, as well as other reasons noted above, controls related to the segregation of certain duties, and additionally, controls and processes involving the communication, dissemination, and disclosure of information and monitoring controls, have not been developed and the Company has not been able to adhere to them. Furthermore, we have not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers, and directors. Since these entity level programs have a pervasive effect across the organization, as well as other deficiencies, management has determined that these circumstances constitute a material weakness. Additionally, the Board of Directors does not currently have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended ~~June~~September 30, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the CEO/CFO, does not expect that the Disclosure Controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions of deterioration in the degree of compliance with policies or procedures.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. To the best of our knowledge, we are not subject to any proceeding which would reasonably be likely to have a material adverse effect on the Company.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

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

~~None~~The Company issued 99,057,386 shares of common stock to effect the merger on September 23, 2020.

The Company issued 2,310,000 shares of common stock in September 2020 to settle $115,500 of debt.

The Company issued 1,988,709 shares of common stock in September 2020 to settle $926,035 of accrued expenses.

The Company issued 3,800,000 shares of common stock in September 2020 in exchange for services valued at $3,040,000.

The Company issued 20,405,000 shares of common stock in October 2020 in exchange for services valued at $93,990.

The Company issued 6,195,192 shares of common stock in December 2020 to settle $111,989 of liability to issue shares.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

USFINRA ~~Small~~Deficiency ~~Business Administration Economic Injury Disaster Loan (SBA EIDL)~~Notice

InOn ~~May~~January ~~2020~~8, ~~the Company~~2021, ~~through~~we ~~its~~received ~~wholly~~a ~~owned~~notice ~~subsidiary,~~from ~~received~~FINRA anthat ~~SBA~~as ~~EIDL~~a inresult ~~the~~of ~~amount~~not ofhaving ~~$96,600.~~filed ~~This~~this is10-Q atimely 30FINRA ~~year~~has ~~loan,~~denied ~~carrying~~processing afor 3the requested name and trading symbol change.~~25%~~ ~~interest~~The ~~rate~~Company has 30 days to appeal this decision, ~~with~~or ~~the~~it ~~first~~will ~~payment~~have ~~due~~to ininstitute ~~May~~a ~~2021~~new application.

COVID-19 pandemic

The Company’s management is unable to predict the full impact of COVID-19 on the Company.

The corona virus pandemic and subsequent State of ~~Florida~~Maryland ordered shut down ~~had~~did not have a significant effect upon the Company’s operations. The Company’s ~~access~~staff toand ~~capital~~outside ~~was~~professional ~~severely~~were ~~curtailed~~already toworking ~~totally~~remotely ~~eliminated,~~and ~~during~~ the ~~pandemic. The~~ Company’s ~~had~~operations ~~also~~do ~~entered into a letter of intent for a custom design and build floating vessel. The Company will~~ not ~~know~~require ~~for~~in-person ~~some~~contact ~~time if this letter of intent can be converted into a contract or not. The Company is continuing~~ to ~~negotiate with several other parties for custom design and build floating vessel opportunities, but as yet does not know what the ultimate consequences of the pandemic will be upon its business model~~succeed.

The ~~Luxuria~~Company, ~~series~~as ofyet, ~~floating~~does ~~homes~~not isknow ~~constructed~~what inthe ~~marine~~ultimate ~~facilities~~consequences ~~and~~of ~~appeals to those that seek a lifestyle that incorporates being on~~ the ~~water.~~pandemic ~~The~~will ~~Company’s~~be ~~product~~upon isits ~~more~~business ~~expensive than a traditional home built on land~~model. Because of COVID-19 and the uncertainty surrounding economic conditions moving forward the Company cannot predict the ~~willingness~~full ofimpact, ~~buyers~~although toit ~~absorb~~has ~~the~~had ~~additional~~only ~~cost of~~ a ~~luxury~~moderate ~~floating~~impact ~~home as compared~~ to ~~a traditional home~~date. Additionally, the Company’s management cannot predict the availability of marine construction facilities or personnel during this time due to Broward County, Florida Administrator's Emergency Order 20-03 limiting which businesses may stay open. The Company’s primary facility where the Luxuria I was constructed is located in Broward County, Florida.

Item 6. Exhibits

Exhibit No.	Exhibit Description	Incorporated By Reference			Filed Herewith
		Form	Date	Number
31.1	Certification Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 as amended				X
32.1	Certification Pursuant to 18 U.S.C. Section 1350				X
99.1	Certificate of Designation of Series B Preferred Stock				X

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, there unto duly authorized.

Global Boatworks Holdings, Inc. /s/ ~~Robert~~Laurin ~~Rowe~~Leonard Name: ~~Robert~~Laurin ~~Rowe~~Leonard Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) Dated: ~~August~~January 1911, ~~2020~~2021

Filing Compare · Global Boatworks Holdings, Inc.