UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~June 3130, ~~2018~~2019

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

For the transition period from _________ to _________

Commission File No. 333-188753

VIABUILT VENTURES INC.

(Exact name of registrant as specified in its charter)

Nevada None (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

Nevada		84-3218236
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2475 N. John Young ~~Pkwy~~Parkway, Orlando, FL 32804

Orlando, Florida 32804

(Address of principal executive offices, zip code)

1(866) 239-~~888-552-7897~~0577

(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x Emerging Growth company x (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes x No ¨

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~February~~September 1530, 2019, there were 12,~~176~~880,~~000~~959 shares of common stock, $0.001 par value per share, outstanding.

VIABUILT VENTURES INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~DECEMBER~~JUNE 3130, ~~2018~~2019

INDEX

Index		Page
Part I. Financial Information
Item 1.	Consolidated Financial Statements.	4	4
	Condensed Consolidated Balance Sheets as of December 31, and March 31, 2018. (unaudited).	4
	Condensed Consolidated Balance Sheets as of June 30, and March 31, 2019. (unaudited)		4
	Condensed Consolidated Statements of Operations for the Three months ended December 31, 2018 and 2017. (unaudited).	5
	Condensed Consolidated Statements of Operations for the Three months ended June 30, 2019 and 2018. (unaudited)		5
	Condensed Consolidated Statements of Operations for the Nine months ended December 31, 2018 and 2017. (unaudited).	6
	Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit) from March 31, 2018 to June 30, 2019 (unaudited)		6
	Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit) from March 31, 2017 to December 31, 2018. (unaudited).	7
	Condensed Consolidated Statements of Cash Flows for the Three months ended June 30, 2019 and 2018 (unaudited)		7
	Condensed Consolidated Statements of Cash Flows for the Nine months ended December 31, 2018 and 2017. (unaudited).	8
	Notes to the Condensed Consolidated Financial Statements. (unaudited)		8
	Notes to the Condensed Consolidated Financial Statements. (unaudited).	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18
Item 4.	Controls and Procedures.		17
Item 4.	Controls and Procedures.	18
Part II. Other Information
Part II. Other Information
Item 1.	Legal Proceedings.
Item 1.	Legal Proceedings.	19
Item 1A.	Risk Factors.		18
Item 1A.	Risk Factors.	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.		18
Item 3.	Defaults Upon Senior Securities.	19
Item 4.	Mine Safety Disclosures.		18
Item 4.	Mine Safety Disclosures.	19
Item 5.	Other Information.		18
Item 5.	Other Information.	19
Item 6.	Exhibits.		19
Item 6.	Exhibits.	20
Signatures			20
Signatures		21

2 Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of ~~Viabuilt~~VIABUILT Ventures Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors are discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

3 Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

VIABUILT VENTURES INC.

Condensed ~~Consolidated~~ Balance Sheets ~~(Unaudited)~~

	December 31,			March 31,
	2018			2018
ASSETS
Current assets:
Cash	$	-		$	-
Total assets	$	-		$	-
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	29,831		$	10,781
Due to related parties		35,164			272,381
Total current liabilities		64,995			283,162
Long-term liabilities:
Long-term convertible debt due to related party, net of unamortized discount of $377,307		7,063			-
Derivative liability		511,484			-
Long-term debt due to related party		-			110,065
Total long-term liabilities		518,547			110,065
Total Liabilities		583,542			393,227
Commitments and Contingencies
Shareholders’ equity (deficit):
Common stock: 300,000,000 shares authorized of $0.001 par value; 1,176,000 shares issued and outstanding as of December 31 and March 31, 2018		1,176			1,176
Additional paid-in capital		106,324			106,324
Accumulated deficit		(691,042	)		(500,727	)
Accumulated other comprehensive income (loss)		-			-
Total shareholders’ equity (deficit)		(583,542	)		(393,227	)
Total liabilities and shareholders’ equity (deficit)	$	-		$	-

(Unaudited)

	June 30,			March 31,
	2019			2019

ASSETS
Current assets:
Cash	$	-		$	-
Total assets	$	-		$	-

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	16,802		$	18,809
Due to related party		63,286			52,036
Accrued Liabilities		22,456			10,616
Total current liabilities		102,544			81,461
Long-term liabilities:
Long-term convertible debt due to related party, net of amortized discount of $345,339		70,241			39,031
Derivative liability		511,484			511,484
Total long-term liabilities		582,482			550,515
Total Liabilities		684,269			631,976

Commitments

Shareholders' equity (deficit):
Common stock: 300,000,000 shares authorized of $0.001 par value; 1,176,012 and 1,176,012 shares issued and outstanding as of June 30, 2019 and March 31, 2019, respectively		1,176			1,176
Additional paid-in capital		106,324			106,324
Accumulated deficit		(791,769	)		(739,476	)
Accumulated other comprehensive income (loss)		-			-
Total shareholders’ equity (deficit)		(684,269	)		(631,976	)
Total liabilities and shareholders’ equity (deficit)	$	-		$	-

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

Table of Contents

VIABUILT VENTURES INC.

Condensed ~~Consolidated~~ Statements of Operations ~~(Unaudited)~~

	Three months Ended December 31,
	2018			2017
Operating costs:
Consulting and professional fees	$	10,110		$	10,276
Other general & administrative expenses		-			15
Total operating costs		10,110			10,291
Other income (expenses):
Interest expense		(757	)		-
Amortization expense		(6,306	)		-
Derivative expense		(127,871	)		-
Total other income (expenses)		(134,934	)		-
Net (loss)	$	(145,044	)	$	(10,291	)
Net (loss) per common share:
Basic and diluted	$	(0.12	)	$	(0.01	)
Weighted average common shares outstanding:
Basic and diluted		1,176,000			1,176,000

(Unaudited)

	Three months Ended June 30,
	2019			2018

Operating costs:
General and Administrative Expenses	$	9,243		$	14,963

Total operating costs		9,243			14,963

Other income (expense):
Interest expense		43,050			-
Foreign exchange (loss) gain		-			-
Total other income (expense)		43,050			-

Net (loss) income	$	(52,293	)	$	(14,963	)

Net (loss) income per common share:
Basic and diluted	$	(0.04	)	$	(0.00	)

Weighted average common shares outstanding:
Basic and diluted		1,176,012			1,176,012

Note: All share and per share information has been restated for all periods presented giving retroactive effect of the October 9, 2018 twenty-five for one reverse stock split and the October 10, 2018 increase in the authorized shares to 300,000,000 (see note 10).

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

Table of Contents

~~VIABUILT~~Viabuilt ~~VENTURES~~Ventures ~~INC~~Inc.

~~Condensed Consolidated~~ Statements of ~~Operations~~Changes in Shareholders’ Equity (~~Unaudited~~Deficit)

	Nine months Ended December 31,
	2018			2017
Operating costs:
Consulting and professional fees	$	54,213		$	23,661
Gain on disposition of foreign subsidiary, net of $13,738 foreign translation (loss) from prior periods		-			(48,911	)
Other general & administrative expenses		1,168			815
Total operating costs		55,381			(24,435	)
Other income (expenses):
Interest expense		(757	)		-
Amortization expense		(6,306	)		-
Derivative expense		(127,871	)		-
Total other income (expenses)		(134,934	)		-
Net (loss) income	$	(190,315	)	$	24,435
Net (loss) income per common share:
Basic and diluted	$	(0.16	)	$	0.02
Weighted average common shares outstanding:
Basic and diluted		1,176,000			1,176,000

Three Months Ended June 30, 2019 and

~~The~~Years ~~accompanying~~Ended ~~notes~~March ~~are~~31, an2019 ~~integral~~and ~~part of these condensed consolidated financial statements~~2018

										Accumulated
			Common		Additional					other
	Common		stock		paid-in		Accumulated			comprehensive
	stock		amount		capital		deficit			Income (loss)			Total

Balance, March 31, 2017		1,176,012	$	1,176	$	106,324	$	(515,531	)	$	(13,738	)	$	(421,769	)

Disposition of foreign subsidiary		-		-		-		-			13,738			13,738

Net income, March 31, 2018		-		-		-		14,804			-			14,804

Balance, March 31, 2018		1,176,000		1,176		106,324		(500,727	)		-			(393,227	)

Net loss, March 31, 2019		-		-		-		(238,749	)		-			(238,749	)

Balance, March 31, 2019		1,176,012		1,176		106,324		(739,476	)		-			(631,976	)

Net loss, June 30, 2019		-		-		-		(52,293	)		-			(52,293	)

Balance, June 30, 2019		1,176,012	$	1,176	$	106,324	$	(791,769	)	$	-		$	(684,269	)

The accompanying notes are an integral part of these financial statements

Table of Contents

VIABUILT VENTURES INC.

Condensed ~~Consolidated~~ Statements of ~~Changes~~Cash inFlows ~~Stockholders’ Equity~~ (~~Deficit) (~~Unaudited)

												Accumulated
	Three months Ended June 30,
				Common			Additional					other
	2019			2018
	Common			stock			paid-in		Accumulated			comprehensive
Cash flows from operating activities:
	stock			amount			capital		deficit			Income (loss)			Total
Net (loss) income	$	(52,293	)	$	(14,963	)
Balance, March 31, 2017		1,176,000		$	1,176		$	106,324	$	(515,531	)	$	(13,738	)	$	(421,769	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Disposition of foreign subsidiary		-			-			-		-			13,738			13,738
(Gain) on disposition of foreign subsidiary, net of $13,738 foreign translation (loss) from prior periods		-			-
Net income, March 31, 2018		-			-			-		14,804			-			14,804
Amortization of debt discount		31,210			-
Balance, March 31, 2018		1,176,000			1,176			106,324		(500,727	)		-			(393,227	)
Changes in operating assets and liabilities:
Net loss, December 31, 2018		-			-			-		(190,315	)		-			(190,315	)
Increase (decrease) in accounts payable		(2,007	)		13,796
Balance, December 31, 2018		1,176,000		$	1,176		$	106,324	$	(691,042	)	$	-		$	(583,542	)
Increase in accrued liabilities		11,840			-
Net cash (used in) provided by operating activities		(11,250	)		(1,167	)
Cash flows from investing activities:
Net cash (used in) investing activities		-			-
Cash flows from financing activities:
Proceeds from related parties		11,250			11,167
Proceeds from non-interest bearing term-debt due to related party		-			-
Net cash provided by financing activities		11,250			11,167
Net increase (decrease) in cash		-			10,000
Cash, beginning of the period		-			-
Cash, end of the period	$	-		$	10,000

Note: All share and per share information has been restated for all periods presented giving retroactive effect of the October 9, 2018 twenty-five for one reverse stock split and the October 10, 2018 increase of the authorized shares to 300,000,000 (see Note 10).

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

Table of Contents

VIABUILT VENTURES INC.

Notes to Condensed ~~Consolidated~~Financial Statements ~~of Cash Flows~~ (Unaudited)

	Nine months Ended December 31,
	2018			2017
Cash flows from operating activities:
Net (loss) income	$	(190,315	)	$	24,435
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of debt discount		6,306			-
Derivative expense		127,871			-
(Gain) on disposition of foreign subsidiary, net of $13,738 foreign translation (loss) from prior periods		-			(48,911	)
Changes in operating assets and liabilities:
Increase in accounts payable		19,050			6,964
Decrease in accrued liabilities		-			(6,192	)
Increase in accrued interest expense		757			-
Net cash (used in) provided by operating activities		(36,331	)		(23,704	)
Cash flows from investing activities:		-			-
Net cash (used in) investing activities		-			-
Cash flows from financing activities:
Proceeds from related parties		36,331			15,000
Proceeds from non-interest bearing term-debt due to related party		-			65
Net cash provided by financing activities		36,331			15,065
Net (decrease) in cash		-			(8,639	)
Cash, beginning of the period		-			8,639
Cash, end of the period	$	-		$	-

June 30, 2019

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

8 Table of Contents

VIABUILT VENTURES INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of December 31, 2018

1. Condensed financial statements

The accompanying unaudited condensed consolidated financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial reporting and the instructions for Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnote disclosures necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

The unaudited condensed consolidated balance sheet of the Company as of ~~December~~June 3130, ~~2018~~2019, and the related ~~consolidated~~ balance sheet of the Company as of March 31, ~~2018~~2019, ~~which is derived from~~ the ~~Company’s audited financial statements, the~~ unaudited condensed ~~consolidated~~ statement of operations ~~for the three~~ and ~~nine months ended December 31, 2018 and 2017 and~~ cash flows for the ~~nine~~Three ~~months~~Months ended ~~December~~June 3130, ~~2018~~2019 and ~~2017~~2018 and the condensed consolidated statement of stockholders’ equity for the period of March 31, ~~2017~~2018 to ~~December~~June 3130, ~~2018~~2019 are included in this document. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, ~~2018~~2019 audited financial statements and related notes included in the Company’s most recent Form 10-K as filed with the Securities and Exchange Commission on August 2816, ~~2018~~2019.

Operating results for the ~~nine~~Three ~~months~~Months ended ~~December~~June 3130, ~~2018~~2019 are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, ~~2019~~2020.

2. Nature of operations

~~Viabuilt~~VIABUILT Ventures Inc. (“Company”) was incorporated ~~as Madison Ventures Inc.~~ in the State of Nevada as a for-profit company on September 14, 2009 and established a fiscal year end of March 31. The Company initially was engaged in the acquisition, exploration and development of natural resource properties. On February 27, 2015, the Company terminated the acquisition of the mineral claim and entered into a letter of intent with Ocure Ltd. (“Ocure”), pursuant to which the Company agreed to exclusively license certain technology from Ocure related to the development of products and devices for the treatment of anal fissures and on August 5, 2015, entered into an exclusive license agreement to Ocure’s semi-occlusive wound dressing for ambulatory treatment of acute and chronic anal fissures (the “Ocure License”). On July 9, 2015, the Company established the wholly-owned subsidiary ~~Madison~~VIABUILT-IL Ltd., incorporated under the laws of the country of Israel to address the Company’s requirement for an Israeli company to operate and hold the assets associated with Ocure License. The Company elected January 4, 2017 to terminate the Ocure License and write off the remaining investment. On April 1, 2017, by consent action of a majority of the Company’s shareholders, ~~Viabuilt~~VIABUILT Ventures sold ~~Madison~~VIABUILT-IL, the wholly owned subsidiary, to a shareholder of the Company. ~~(see~~See Note 4). On October 9, 2018, the Company changed its name from “Madison Ventures Inc.” to “Viabuilt Ventures Inc.” following regulatory approval. This was approved by consent action of a majority of the Company’s shareholders on July 5, 2018. The Company has no revenues, a limited operating history, and no current line of business.

The success of the Company is dependent upon the identification of products or services, the ability of the Company to obtain the necessary financing to develop such products or services, and upon future profitable operations.

Plan of Reorganization and Agreement of Securities Exchange

9On ~~Table~~April 23, 2018, the Company entered into a Plan of ~~Contents~~Reorganization and Agreement of Securities Exchange (the “Agreement”) with Firetainment Inc. (“Firetainment”), a Florida Corporation. The Agreement will result in the merger of Firetainment into VIABUILT Ventures with the corporation to survive as Firetainment Inc. Pursuant to the Agreement the Company agreed to issue Firetainment two hundred million (200,000,000) common shares in exchange for all of the shares of Firetainment. This issuance will result in a change in control of the Company. Under the Agreement, upon execution, Firetainment received the immediate right to the appointment of the directors and officers of the Company by the resignation of the existing sole director and officer of the Company and the simultaneous appointment of its own designee being the newly appointed sole director and officer.

Also on April 23, 2018, the Board of Directors appointed William Shawn Clark as our Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer as well as our Sole Director. Concurrent with Mr. Clarks’ appointment, Eugenio Gregorio resigned as Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer as well as our Sole Director. Mr. Clark, the sole director of Firetainment, is now our sole officer and director.

Table of Contents

VIABUILT VENTURES INC.

Notes to Condensed ~~Consolidated~~ Financial Statements (Unaudited)

AsJune ~~of December 31~~30, ~~2018~~2019

2. Nature of operations (continued)

Plan of Reorganization and Agreement of Securities Exchange (continued)

~~Also~~The on April 23, 2018, ~~the~~Agreement ~~Board~~was ofterminated ~~Directors~~by ~~appointed~~the ~~William~~Company ~~Shawn~~on ~~Clark~~March as26, ~~our~~2019, ~~Chief~~and ~~Executive~~replaced ~~Officer~~on March 26, ~~Chief~~2019 ~~Financial~~by ~~Officer,~~a ~~Secretary~~Share ~~and~~Exchange ~~Treasurer~~Agreement, aswhereby ~~well~~upon asclosing ~~our~~the ~~Sole~~shareholder ~~Director~~of Firetainment, Inc. ~~Concurrent~~will ~~with~~be ~~Mr.~~issued ~~Clarks’~~a ~~appointment~~total of 5,000,000 ~~Eugenio~~shares ~~Gregorio~~of ~~resigned~~Common asStock ~~Chief~~of ~~Executive~~the ~~Officer,~~Company ~~Chief~~in ~~Financial~~exchange ~~Officer~~for 100% of the capital stock of Firetainment, ~~Secretary~~Inc. ~~and~~The ~~Treasurer~~closing asof ~~well~~this astransaction ~~our~~will ~~Sole~~be ~~Director.~~completed ~~Mr.~~upon ~~Clark,~~the completion of the ~~sole~~audit ~~shareholder~~of the Financial Statements of Firetainment, ~~effective~~Inc. ~~November~~for 1the years ended December 31, 2018 and 2017, isand ~~now~~upon ~~our~~the ~~sole~~closing ~~officer~~Firetainment, ~~and~~Inc. ~~director~~will become a wholly-owned subsidiary of the Company.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 periods presented. The Company is required to make judgments and estimates about the effect of matters that are inherently uncertain. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, deferred income tax asset valuations and loss contingences. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

Fair Value Estimates

Pursuant to the Accounting Standards Codification (“Codification”) topic 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. The codification provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The codification establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

	Level 1 –	Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
	Level 2 –	Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.
	Level 3 –	Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

10 Table of Contents

VIABUILT VENTURES INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of December 31, 2018

2. Nature of operations (continued)

Fair Value Estimates (continued)

The carrying values for accounts payable and due to related parties approximate their fair value due to their short maturities. The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities.

Derivative Instruments

Our convertible debt or equity instrument contains an embedded derivative instrument, such as conversion option, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

Our derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the change occurs. For bifurcated conversion options that are accounted for as derivative instrument liabilities, we determine the fair value of these instruments using the Black-Scholes option pricing model. This model requires assumptions related to the remaining term of the instrument and risk-free rates of return, our current Common Stock price and expected dividend yield, and the expected volatility of our Common Stock price over the life of the option.

Share-based Compensation

Codification topic 718 “Stock Compensation” requires that the cost resulting from all share-based transactions be recorded in the financial statements and establishes fair value as the measurement objective for share-based payment transactions with employees and acquired goods or services from non-employees. The codification also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted the codification upon creation of the company and will expense share based costs in the period incurred. The Company has not adopted a stock option plan or completed a share-based transaction; accordingly no stock-based compensation has been recorded to date.

Recent Accounting Pronouncements

The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.

3. Going concern

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of approximately ($~~691~~791,~~000~~769) as of ~~December~~June 3130, ~~2018~~2019 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s operating expenditure plan for the next fiscal year ending March 31, ~~2019~~2020 will require cash. Management intends to finance operating costs over the next twelve months with the issuance of common shares and/or related party borrowings.

119 Table of Contents

VIABUILT VENTURES INC.

Notes to Condensed ~~Consolidated~~ Financial Statements (Unaudited)

AsJune ~~of December 31~~30, ~~2018~~2019

4. ~~Investment~~Due into ~~technology~~related ~~license~~parties

OnDue ~~January 4, 2017, the Company elected~~ to ~~terminate~~related ~~the~~parties ~~Ocure~~at ~~License~~June ~~(as~~30 ~~defined below)~~ and write off the remaining investment in the license agreement. In a further step to exit this line of business on April 1, 2017, by consent action of a majority of the Company’s shareholders, Viabuilt sold Madison-IL, Ltd., the wholly owned subsidiary the Company incorporated in Israel on July 9, 2015 pursuant to the license agreement (the “Subsidiary”), to Pompeii Finance, a shareholder of the Company (see Note 5). Pompeii assumed the remaining assets and liabilities of Madison-IL which on March 31, ~~2017~~2019 ~~aggregated~~consisted ~~23,844~~of ~~NIL and 250,996 NIL or approximately $6,566 and $69,115, respectively. On April 1, 2017,~~ the Company recognized a net gain from the sale of Madison-IL of $48,911 ($62,549 of net liabilities eliminated, offset by $13,738 of other comprehensive losses from prior period foreign translation adjustments and $100 of proceeds received).following:

On February 27, 2015, we entered into a letter of intent (the “Letter of Intent”) with Ocure Ltd. (“Ocure”), an Israeli corporation, pursuant to which the Company would be obligated to exclusively license certain technology from Ocure under terms of a license agreement to be negotiated between the Company and Ocure. On August 5, 2015, as amended February 26, 2016, the company entered into an exclusive license agreement (the “License Agreement”) with Ocure and the Subsidiary. Pursuant to the License Agreement, Ocure granted to the Subsidiary an exclusive, sub-licensable, worldwide, license (the “License”) to Ocure’s semi-occlusive wound dressing for ambulatory treatment of acute and chronic anal fissure, pursuant to Ocure’s patents and patent applications (the “Licensed Technology”) and to its production, use, import, offer for sale, sell, lease, distribute, or otherwise commercialize the Licensed Technology for uses classified as medical devices, or those otherwise approved ultimately as an OTC (over-the-counter) remedy.

	June 30,		March 31,
	2019		2019

Balance at beginning of period	$	52,036	$	52,036
Funds advanced		11,250		-
Funds repaid		-		-
Balance at end of period	$	63,286	$	52,036

~~Under~~As ~~the~~of ~~License~~March ~~Agreement~~31, 2019 Firetainment Inc. had advanced the Company ~~was~~$52,036 ~~obligated~~ as ~~consideration~~an ~~for~~unsecured ~~the~~obligation. ~~Licensed~~The ~~Technology~~obligation tobears ~~provide~~no ~~the~~interest, ~~Subsidiary~~has ~~$250,000~~no ~~for~~fixed ~~the~~term ~~commercialization~~and ofis ~~the~~not ~~Licensed~~evidenced ~~Technology,~~by ~~payable~~any aswritten ~~four~~agreement. ~~defined~~Firetainment ~~amounts~~is ~~over~~under ano ~~fourteen~~obligation ~~month~~to ~~period~~advance ~~ending~~additional onfunds orto ~~before~~the ~~April~~Company. 8,During ~~2016~~the ~~(collectively~~three months ended June 30, ~~the~~2019, ~~“First~~Firetainment advanced $11,250 for corporate expenses. As of June 30,~~000~~ ~~Tranche”)~~2019, total advances were $63,286.

~~The~~10 ~~Effective~~Table ~~Date~~ of the License Agreement occurred upon satisfaction of the Condition Precedent, as defined, and approval of the Agreement by the Chief Scientist of the Israeli Ministry of the Economy. The License Agreement Effective Date was November 11, 2015; the date approval of the Chief Scientist of the Israeli Ministry of the Economy was received. Upon the 6-month anniversary of the Effective Date, if the Company had paid the First $250,000 Tranche, then Ocure would have transferred certain assets, as defined, to the Subsidiary, and the Company would be obligated to provide the Subsidiary a second $250,000 tranche, payable as three defined amounts over a two month period.Contents

The Company was in default of the First $250,000 Tranche aggregate payment due on April 8, 2016. Upon the six month anniversary of the Effective Date (May 11, 2016) no assets were transferred by Ocure to the Company’s subsidiary. As of March 31, 2017, the Company had advanced funds aggregating $221,850 to the Subsidiary and paid Ocure $10,000 under the License Agreement. As such, the Company was in breach of its obligations under the License Agreement, but had not received notice of termination from Ocure. Madison-IL had not achieved the projected development milestones and the Company elected January 4, 2017 to terminate the Ocure License.

As of March 31, 2017, the Subsidiary in furtherance of the commercialization of the Licensed Technology had incurred an aggregate of $266,722 of costs recorded as the investment in technology license. At March 31, 2017, the additional costs recorded as the investment in technology license represent vendor obligations payable by Madison-IL

Accordingly the investment in the technology license of $266,722, at January 4, 2017, was written off and recognized as an expense during the year ended March 31, 2017. As of December 31, and March 31, 2018, zero technology license costs are capitalized.

12 Table of Contents

VIABUILT VENTURES INC.

Notes to Condensed ~~Consolidated~~ Financial Statements (Unaudited)

As of ~~December~~June 3130, ~~2018~~2019

5. ~~Due~~Long-term debt due to related ~~parties~~party

~~Due~~Convertible Note for $383,613 was issued on December 26, 2018 to ~~related~~Thomas ~~parties~~Wenz at(“Wenz”), who is the sole debt holder of and the former shareholder of Firetainment, Inc. in exchange for and the cancellation of four unsecured obligations. The loan evidenced by a convertible promissory note has not been registered under any state or Federal securities law and matures December 3126, 2021 (the “Wenz Debenture”). The Wenz Debenture accrues interest in arrears quarterly at the rate of 12% per annum; interest is due and ~~March~~payable 31at maturity. The Company can prepay the note and accrued interest or any portion thereof (the “Called Amount”) upon a thirty day notice during which period Wenz can elect to convert all or a portion of the Called Amount into Common Stock. Wenz, ~~2018~~at ~~consisted~~his option, at any time prior to maturity can convert the note, in whole or in part (the “Conversion Amount”), into Common Stock at a 25% discount to the closing market price on the specified conversion date (the “Conversion Price”); representing a beneficial conversion feature. The Conversion Amount is limited such that the number of shares of Common Stock held by Wenz and/or any of his affiliates or assignees after such requested conversion cannot exceed 4.99% of the ~~following:~~then resulting issued and outstanding shares of the Company’s Common Stock. Due to this 4.99% limitation the unconverted Conversion Amount will remain outstanding under the original terms of the Wenz Debenture. In addition, Wenz’s ability to convert any amount into Common Stock is prohibited, at the option of the Company, if such conversion requires registration under any state or Federal securities law. In the event of default, Wenz may declare the principal immediately due and payable.

	December 31,			March 31,
	2018			2018
Balance at beginning of period	$	272,381		$	236,942
Funds advanced		36,331			35,539
Funds repaid		-			(100	)
Debt transferred to long-term convertible note		(273,548	)		-
Balance at end of period	$	35,164		$	272,381

At inception, the Company recorded a discount of $383,613 and recorded amortization expense of $31,210 for the three months ended June 30, 2019. As of March 31, 2019, the unamortized debt discount was $313,372.

OnSubsequent July 3, July 8, July 10, August 12, November 12, November 13, 2014, January 23, February 27, March 5, May 16, June 17, June 30, July 6, August 13, November 17, 2015, February 13, February 20, March 7 and March 17, 2016, Ecogenics Limited, a shareholder of the Company, advanced the Company $2,000, $775, $1,460, $2,000, $2,000, $1,763, $2,000, $10,000, $3,525, $4,093, $2,755, $1,083, $5,000, $3,000, $2,041, $961, $5,000, $3,300, and $50,000, respectively, as a series of unsecured obligations for an aggregate total of $102,756. On December 24, 2018, Ecogenics transferred its debt of $102,756 to Thomas Wenz in a private transaction (see Note 7).Event

On ~~August~~September ~~11 and November 10~~18, ~~2016~~2019, ~~Pompeii~~the ~~Finance~~Related ~~Corp.,~~Party aConvertible ~~shareholder~~Note ofin the ~~Company,~~principal ~~advanced~~amount ~~the~~of ~~Company~~ $6383,~~500~~613, ~~and~~was ~~$5,250,~~converted ~~respectively,~~in asaccordance awith ~~series~~its terms into 1,704,947 shares of ~~unsecured~~Common ~~obligations~~Stock ~~for~~at ana ~~aggregate~~conversion ~~total~~price of $~~11,750~~.225 per Share.

On April 1, 2017, by consent action of a majority of the Company’s shareholders, Viabuilt negotiated the sale of Madison-IL, following the termination of the Ocure License, to Pompeii Finance for $100 which was deducted from the funds owed to Pompeii for the above advances (see Note 8)6. OnDerivative ~~December 24, 2018, Pompeii transferred its debt of $11,650 to Thomas Wenz in a private transaction (see Note 7).~~liability

The net funds aggregating $114,406 were used to pay operating costs of the Company. The aggregate obligations did not bear any interest, had no fixed term, and was not evidenced by any written agreement. The shareholders were under no obligation to advance additional funds to the Company.

On December 3, December 24, 2015, January 4, January 6, January 15, November 10, 2016, February 7, March 30, September 7, 2017, February 7, and June 19, 2018 Morpheus Financial Corporation Limited, a shareholder of the Company, advanced the Company $37,473, $7,500, $7,326, $8,412, $49,975, $3,750, $5,000, $3,000, $15,000, $20,539 (advanced as 25,735 CND), and $1,167, respectively, as a series of unsecured obligations. The funds aggregating $159,142 were used to pay operating costs of the Company.

On January 8, 2016, the aggregate advances received and future advances from Morpheus were structured as a noninterest bearing unsecured non-recourse loan due January 31, 2017. The shareholder, if requested by the Company, agreed to advance additional funds to the Company up to a maximum of $250,000 subject to certain timing limitation as defined. The Company previously was negotiating an extension of the due date. On December 24, 2018, Morpheus transferred its debt of $159,142 to Thomas Wenz in a private transaction (see Note 7).

On June 29, July 24, July 11, July 31, August 7, August 17, September 12, September 14, October 17, October 22, November 7, and December 27, 2018 Firetainment Inc. advanced the Company $10,000, $1,458, $73, $600, $12,000, $150, $2,200, $1,900, $81, $89, $5,815, and $798, respectively, as a series of unsecured obligations. The obligation bears no interest, has no fixed term and is not evidenced by any written agreement. Firetainment is under no obligation to advance additional funds to the Company. On, January 3, and February 5, 2019 Firetainment advanced the Company $5,024 and 6,078, to pay operating costs of the Company, respectively.

13 Table of Contents

VIABUILT VENTURES INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of December 31, 2018

6. Long-term debt due to related party

Long term debt due to related party at December 31 and March 31, 2018 consisted of the following:

	December 31,			March 31,
	2018			2018
Balance at beginning of period	$	110,065		$	110,000
Funds advanced		-			65
Debt transferred to long-term convertible note		(110,065	)
Balance at end of period	$	-		$	110,065

On April 18, 2016, the Company entered into a five year non-interest bearing loan agreement for $110,000 with Cronus Overseas Corporation, a shareholder of the Company. Proceeds were used to fund the Technology acquisition and operations. If the loan is not repaid on or before April 15, 2021 the loan amount will be subject to default interest on the amount then outstanding of ten percent (10%) per month during the first 30 days of delinquency, fifteen percent (15%) per month during the 31 to 60 days of delinquency, twenty percent (20%) per month during the 61 to 90 days of delinquency (the “Default Interest”). If the loan amount remains unpaid after 90 days the lender, at its option, will be entitled to a default payment of one hundred fifty-nine percent (159%) of the then outstanding loan amount inclusive of the Default Interest. On September 25, 2017, Cronus paid on behalf of the Company $65 for operating costs of the Company. On December 24, 2018, Cronus transferred its debt of $110,065 to Thomas Wenz in a private transaction (see Note 7).

7. Long-term convertible debt due to related party

			December 31, 2018
	Issued date	Maturity	Amount		Debt discount			Accrued interest		Net amount
Convertible Note	Dec. 26, 2018	Dec. 26, 2021	$	383,613	$	(377,307	)	$	757	$	7,063
Long-term convertible note, net of zero current portion			$	383,613	$	(377,307	)	$	757	$	7,063

Convertible Note for $383,613 was issued on December 26, 2018 to Thomas Wenz (“Wenz”), who is the sole debt holder of and the former shareholder of Firetainment, Inc. in exchange for and the cancellation of four unsecured obligations shown above as due to related parties (3 of the 4 obligations, see Note 5) and long term debt due to related party (see Note 6). The loan evidenced by a convertible promissory note has not been registered under any state or Federal securities law and matures December 21, 2021 (the “Wenz Debenture”). The Wenz Debenture accrues interest in arrears quarterly at the rate of 12% per annum; interest is due and payable within 30 days of the quarter. The Company can prepay the note and accrued interest or any portion thereof (the “Called Amount”) upon thirty day notice during which period Wenz can elect to convert all or a portion of the Called Amount into Common Stock. Wenz, at his option, at any time prior to maturity can convert the note, in whole or in part (the “Conversion Amount”), into Common Stock at a 25% discount to the closing market price on the specified conversion date (the “Conversion Price”); representing a beneficial conversion feature. The Conversion Amount is limited such that the number of shares of Common Stock held by Wenz and/or any of his affiliates or assignees after such requested conversion cannot exceed 4.99% of the then resulting issued and outstanding shares of the Company’s Common Stock. Due to this 4.99% limitation the unconverted Conversion Amount will remain outstanding under the original terms of the Wenz Debenture. In addition, Wenz’s ability to convert any amount into Common Stock is prohibited, at the option of the Company, if such conversion requires registration under any state or Federal securities law. In the event of default, Wenz may declare the principal immediately due and payable. The Company has accrued interest of $757 at December 31, 2018. As of December 31, 2018 the unamortized debt discount was $377,307.

14 Table of Contents

VIABUILT VENTURES INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of December 31, 2018

8. Derivative liability

Guidance under Codification topic 815 to determine whether an instrument (or embedded feature) is indexed to an entity’s own stock, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company has issued a convertible note whose conversion price is based on a future market price. However, since the number of shares to be issued is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to share settle the conversion option.

As a result, the conversion option is classified as a liability and bifurcated from the debt host and accounted for as a derivative liability in accordance with Codification topic 815 and will be ~~re-measured~~remeasured at the end of every reporting period with the change in value reported in the statement of operations.

~~During~~At ~~the period ended December 31~~inception, ~~2018,~~ the Company recorded a derivative liability with a fair value of $511,484 using the Black Scholes pricing model with a risk -free rate of 2.6%, volatility of 581.64%, three year term, and dividend yield of zero as of December 31, 2018. The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the note was based on the remaining contractual term of the note. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

At ~~December~~June 3130, ~~2018~~2019, the balance of the derivative liability was $511,484.

9.11 ~~Related~~Table ~~party~~of ~~transactions~~Contents

Employment Agreements

On April 2, 2014, Mr. Gene Gregorio was appointed the Company’s President, Chief Executive Officer, Chief Financial Officer and sole Director. On April 20, 2014, the Company agreed to issue Mr. Gregorio 40,000 (1,000,000 presplit) restricted shares of the Company’s Common Stock, valued at $25,000, based on the market close, as compensation for his services for an initial term of one year (the “April 20th Agreement”). On March 31, 2015, the Company issued Mr. Gregorio the agreed 40,000 (1,000,000 presplit) restricted shares of the Company’s Common Stock.

In addition, if during the term of the April 20th Agreement Mr. Gregorio’s direct efforts result in a consummated financing for the Company he shall be paid a 5.0% fee on such financing received by the Company, at his option, as either cash or shares of Company’s Common Stock at the offering price. Additionally, the Company will grant Mr. Gregorio a 2 year stock option priced at the current market trading price equal to 5% of the aggregate shares issued to investors within the financing.

On April 14, 2015, the April 20th Agreement with Mr. Gene Gregorio was extended for a second year under the same terms and conditions. Mr. Gregorio will be issued 40,000 (1,000,000 presplit) restricted shares of the Company’s Common Stock, valued at $25,000, based on the market close, as compensation for his services for the second year the extended April 20th Agreement. On August 9, 2016, the Company issued Mr. Gregorio the agreed 40,000 (1,000,000 presplit) restricted shares of the Company’s Common Stock for services rendered during the period April 21, 2015 to April 20, 2016.

On April 23, 2018, Mr. Gregorio resigned as the Company’s President, Chief Executive Officer, Chief Financial Officer and as the sole Director.

15 Table of Contents

VIABUILT VENTURES INC.

Notes to Condensed ~~Consolidated~~ Financial Statements (Unaudited)

As of ~~December~~June 3130, ~~2018~~2019

97. ~~Related~~Capital ~~party transactions (continued)~~stock

~~Madison~~On October 9, 2018, the Company completed a reverse-ILsplit of its Common Stock, whereby one (1) new Share of Common Stock, $.001 par value, was issued in exchange for twenty-five (25) issued and outstanding Shares of Common Stock, $.001 par value.

~~On March 31, 2017, the Company forgave the intercompany debt between Viabuilt Ventures, Inc. and Madison-IL Ltd which aggregated $231,850.~~ The Company~~, established Madison-IL on July 9, 2015 as a wholly-owned subsidiary, incorporated under the laws of the country of Israel to address the Company~~’s ~~requirement~~authorized ~~for~~capitalization anis ~~Israeli company to operate and hold the assets associated with Ocure License. Following the Company’s January 4~~300, ~~2017 discussion to terminate the Ocure License and to dissolve or liquidate Madison-IL~~000,000 byshares ~~consent action~~ of acommon ~~majority of the Company’s shareholders~~stock, ~~Viabuilt~~with ~~negotiated~~a ~~the~~par ~~sale~~value of ~~Madison-IL to Pompeii Finance, a shareholder of the Company, on April 1, 2017 for~~ $~~100 which was deducted from the funds owed to Pompeii for related party advances (see Note 4)~~0.001 ~~Pompeii~~per ~~assumed the remaining assets and liabilities of Madison-IL which on March 31~~share, ~~2017~~with ~~aggregated 23,844 NIL and 250,996 NIL or approximately $6,566 and $69,115, respectively. On April~~ 1, ~~2017~~176,012 ~~the~~Shares ~~Company recognized a net gain from the sale~~ of ~~Madison-IL~~Common ofStock ~~$48,911~~issued ~~($62,549~~and ofoutstanding ~~net~~at ~~liabilities~~June ~~eliminated~~30, ~~offset by $13,738 of other comprehensive losses from prior period foreign translation adjustments and $100 of proceeds received)~~2019.

~~Convertible~~As ~~debt~~of June 30, 2019 and 2018, the Company has not granted any stock options or stock warrants.

~~On December 26, 2018, the Company issued Convertible Note 1 for $383,613 to Thomas Wenz (“Wenz”), who is the sole debt holder of and the former shareholder of Firetainment, Inc~~8. inSubsequent exchange for four unsecured obligations shown above as due to related parties (3 of the 4 obligations, see Note 5) and long term debt due to related party (see Note 6). The loan evidenced by a convertible promissory note has not been registered under any state or Federal securities law and matures December 21, 2021 (the “Wenz Debenture”). The Wenz Debenture accrues interest in arrears quarterly at the rate of 12% per annum; interest is due and payable within 30 days of the quarter. The Company can prepay the note and accrued interest or any portion thereof (the “Called Amount”) upon thirty day notice during which period Wenz can elect to convert all or a portion of the Called Amount into Common Stock. Wenz, at his option, at any time prior to maturity can convert the note, in whole or in part (the “Conversion Amount”), into Common Stock at a 25% discount to the closing market price on the specified conversion date (the “Conversion Price”); representing a beneficial conversion feature. The Conversion Amount is restricted such that the number of shares of Common Stock held by Wenz and/or any of his affiliates or assignees after such requested conversion cannot exceed 4.99% of the then resulting issued and outstanding shares of the Company’s Common Stock. In addition, Wenz’s ability to convert any amount into Common Stock is prohibited, at the option of the Company, if such conversion requires registration under any state or Federal securities law. In the event of default, Wenz may declare the principal immediately due and payable.Event

10On September 18, 2019, the Related Party Convertible Note in the principal amount of $383,613, was converted in accordance with its terms into 1,704,947 shares of Common Stock at a conversion price of $.225 ~~Capital~~per ~~stock~~Share,

~~The~~On ~~Company’s~~March ~~capitalization~~26, ~~is 300~~2019,~~000,000~~ ~~shares~~the ofCompany ~~Common~~entered ~~Stock,~~into ~~with~~ a ~~par~~Share ~~value~~Exchange ofAgreement ~~$0.001 per share,~~ with 1Firetainment,~~176,000~~ ~~shares issued and outstanding at December 31 and March 31~~Inc., ~~2018.~~whereby Onupon ~~April~~closing ~~11, 2016,~~ the ~~Company~~sole ~~effected~~shareholder ~~a four for one forward stock split~~ of ~~our~~Firetainment, i)Inc. ~~authorized~~will ~~and~~be ~~ii)~~ issued ~~and~~a ~~outstanding~~total ~~shares~~ of ~~Common Stock. Prior to the forward stock split the Company had 75~~5,000,000 ~~authorized~~ shares of Common Stock, ~~with a par value~~ of ~~$0.001~~the ~~per~~Company ~~share~~in ~~and~~exchange 7,for 100~~,000~~% ~~shares~~of ~~issued~~the ~~and~~capital ~~outstanding~~stock atof ~~March 31~~Firetainment, ~~2016~~Inc. OnThe ~~October~~closing ~~9, 2018, the Company effected a twenty-five for one reserve stock split~~ of ~~our~~this i)transaction ~~authorized~~will ~~and~~be ~~ii)~~completed ~~issued~~upon ~~and~~the ~~outstanding~~completion ~~shares~~ of ~~Common Stock. Prior to~~ the ~~reverse~~audit ~~stock~~of ~~split~~ the ~~Company~~financial ~~had~~statements ~~300,000,000 authorized shares~~ of ~~Common Stock~~Firetainment, ~~with a par value of $0~~Inc.~~001~~ ~~per share~~ and ~~29,400,000~~is ~~shares~~expected ~~issued~~to ~~and~~close ~~outstanding~~on ator before September 30, ~~2018~~2019. ~~Additional~~William onShawn ~~October 10~~Clark, ~~2018,~~ the ~~Company~~President ~~increased~~of the ~~number~~Company, ofis ~~authorized~~also ~~shares~~the ofPresident ~~Common~~and ~~Stock~~sole ~~from~~shareholder ~~12,000,000~~of ~~to 300~~Firetainment,~~000,000~~ Inc.

As12 Table of ~~December 31 and March 31, 2018, the Company has not granted any stock options or stock warrants.~~Contents

11. Subsequent Events

On January 3, 2019, Firetainment Inc. advanced the Company $5,024 to pay operating costs.

On February 5, 2019, Firetainment Inc. advanced the Company $6,078 to pay operating costs.

16 Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Viabuilt Ventures Inc., a Nevada corporation (the “Company”) and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the March 31, 2018 audited financial statements and related notes included in the Company’s Form 10-K (File No. 333-188753; the “Form 10-K”), as filed with the Securities and Exchange Commission on August 2816, ~~2018~~2019. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements

CORPORATE OVERVIEW

We were incorporated in the state of Nevada on September 14, 2009. From inception until early 2015, we were engaged in the mineral exploration business.

Prior Operations

During early 2015, we decided to abandon our mineral exploration properties and on February 27, 2015, we entered into a letter of intent with Ocure Ltd. ( “Ocure” ), pursuant to which we agreed to exclusively license certain technology from Ocure related to the development of products and devices for the treatment of anal fissures under terms of a license agreement to be negotiated between us and Ocure.

On July 9, 2015, we incorporated Viabuilt-IL Ltd. as our wholly-owned subsidiary under the laws of Israel.

On August 5, 2015, as amended on February 25, 2016, we entered into an exclusive license agreement (the “License Agreement” ) with Ocure, an Israeli corporation with a principal address at High-Tech Village, Givat Ram Campus, Hebrew University, P.O. Box 39158, Jerusalem 91391, Israel, and Viabuilt-IL Ltd. (the “Subsidiary” ), our wholly-owned subsidiary, incorporated in Israel. Pursuant to the License Agreement, Ocure granted to the Subsidiary an exclusive, sub-licensable, worldwide, license (the “License” ) to Ocure’s semi-occlusive wound dressing for ambulatory treatment of acute and chronic anal fissure, pursuant to Ocure’s patents and patent applications (the “Licensed Technology” ) and to its production, use, import, offer for sale, sell, lease, distribute, or otherwise commercialize the Licensed Technology for uses classified as medical devices, or those otherwise approved ultimately as an OTC (over-the-counter) remedy.

As consideration for the License, we agreed to provide the initial round of $250,000 to the Subsidiary for commercialization of the technology, payable as follows:

·	$10,000 (paid to Ocure at the signing of the letter of intent dated February 27, 2015);

·	$90,000 at the later of May 11, 2015 or the final signing date of the License Agreement (the “Effective Date”);

·	$50,000 on or before March 4, 2016; and

·	$100,000 on or before April 8, 2016.

In addition, we agreed to make the second round of an additional $250,000 available to the Subsidiary, provided that Ocure has delivered on its applicable commitments and milestones as set out in the License Agreement, the License will and have continued to be held in force, and that at such time and date, ownership and right to any additional assets (not including the Licensed Technology) then existing in Ocure will be fully transferred to the Subsidiary. We did not pay these amounts.

As we elected not to pay the entire amount of the first round payment and did not make any of the second round payment, the License Agreement and the License are now terminated. We have no operating business or interests in that business.

On April 1, 2017, the Company negotiated the sale of Viabuilt-IL, following the termination of the Ocure License, to Pompeii Finance for $100 which was deducted from the funds owed to Pompeii for prior loan advances. The Company obtained shareholder approval for the sale and has closed and we have since transferred the shares of Viabuilt IL to Pompeii Finance.

PLAN OF OPERATIONS

On June 29, 2018, Firetainment Inc., an unaffiliated company, advanced the Company $10,000 to pay operating costs. Subsequently, between July 24, 2018, and August 17, 2018, Firetainment Inc. advanced the Company a total of $14,208 to pay operating costs.

On April 23, 2018, the Company entered into a Plan of Reorganization and Agreement of Securities Exchange (the “Agreement”) with Firetainment Inc. (“Firetainment”), a Florida Corporation. Under the Agreement, upon execution, Firetainment received the immediate right to the appointment of the directors and officers of the Company.

On April 23, 2018, the Board of Directors appointed William Shawn Clark as our Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer as well as our Sole Director. Concurrent with Mr. Clarks’ appointment, Eugenio Gregorio resigned as Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer as well as our Sole Director.

The April 23, 2018 Agreement was terminated by the Company on March 26, 2019, and replaced on March 26, 2019 by a Share Exchange Agreement, whereby upon closing the shareholder of Firetainment, Inc. will be issued a total of 5,000,000 shares of Common Stock of the Company in exchange for 100% of the capital stock of Firetainment, Inc. The closing of this transaction will be completed upon the completion of the audit of the Financial Statements of Firetainment, Inc. for the year ended December 31, 2018, and upon the closing Firetainment, Inc. will become a wholly-owned subsidiary of the Company.

At the present time, the Company has no business operations. Upon completion of the Firetainment, Inc. acquisition, the company’s sole business operations will be conducted through Firetainment, Inc., a wholly-owned subsidiary. Firetainment makes and markets fire pit tables, an outdoor living product which combines the utility of a grill, the entertaining space of a table, and the charm of a fire pit.

Table of Contents

FUTURE BUSINESS EXPANSION AND ACQUISITIONS

Following the closing of the Firetainment acquisition, the Company will be seeking to expand its manufacturing facilities in the Orlando metropolitan area, and to potentially acquire or joint-venture with other technologically sophisticated manufacturers. Our emphasis will be on “smart factories” which use technological innovation throughout the design and manufacturing processes. In particular, we will be working with educational institutions in Central Florida- both at the high school and college level- to develop cutting-edge apprenticeship programs to train the next generation of high-tech manufacturers.

THE FIRETAINMENT, INC. ACQUISITION

On March 27, 2019, the Company agreed to acquire 100% of the capital stock of Firetainment, Inc. This acquisition transaction is expected to close on or before September 30, 2019, upon completion of the required audit of the Firetainment, Inc. financial statements.

Firetainment is a manufacturing company located in Central Florida producing luxury hand crafted fire pit tables as well as other outdoor furniture products. Since the founding of the company in 2011, Firetainment has established an extensive distribution network of “Brick & Mortar” retail stores and luxury online retail locations in nearly every state within the continental US, and has also established a presence at the industry’s leading trade shows each year.

Due primarily to the efforts of Mr. William Shawn Clark, the President of the Company, Firetainment has become a staple within the outdoor furnishings market. Firetainment has been recognized within industry publications such as “Casual Living Magazine” numerous times for their love of manufacturing domestically made quality products at competitive prices, and have been featured on many network television shows such as CBS’ “The Price is Right”, DIY channel’s show “Hit Properties” featuring Boyz II Men’s Nate Morris, and have been endorsed by names like Paul LaFrance from HGTV’s show “Decked Out”.

FIRETAINMENT’S PATENTED PRODUCTS

Currently, the Firetainment product line consists of 25 unique products, with thousands of potential design combinations. Each of the all-season fire pit tables are handcrafted in the United States from the finest materials, and are ANSI certified. On April 23, 2019, Firetainment was granted U.S. Patent No. 10,264,920 B2 for its invention of a “Fire Table, Accessories, and Method of Cooking Thereon” which encompasses all of Firetainment’s outdoor fire table designs.

The company is recognized throughout the casual furniture marketplace for being the outdoor fire product innovators, with its principal focus on customer service, quality components, and superior design function. Their sophisticated modern designs complement any outdoor space, and can be specifically designed for a custom fit. A partial sample of the company’s products is attached as Exhibit “B” to this Memorandum, and a complete product catalog is available online at www.firetainment.com/fire-pit-table-collection/.

The Firetainment customer base ranges from Direct- to-Consumer and Internet sales to retail sales through a network of over 175 retail dealers.

Our Mission for our Firetainment subsidiary is simple and based on several key points:

·	Become an Industry Leader in the high-end outdoor living industry;

·	Build International Brand Awareness for the Firetainment product line;

·	Expand our Nationwide Dealer Network and Online Sales Marketing;

·	Continue to provide Exceptional Customer Service.

·	Actively seek Synergistic Acquisition & Merger Opportunities

GROWTH OPPORTUNITIES FOR OUR COMPANY

Our belief is that America needs to rapidly expand the evolution of how we perceive domestic manufacturing, and fast. Generational diversity in the workplace has never been higher, and the conditioning associated with each age group has created an unprecedented need in the re-evaluation of today’s production floor and worker environments.

Vīabuilt is devoted to the rapid infusion of culture, technology, and flexibility among domestic plant operations, paving the way to competitive quality products, innovative leadership skills, and building sustainable communities for all future generations. With recent developments, our education system needs a new platform of businesses in order to reestablish the perceived value of domestic manufacturing among youth, and Vīabuilt’s strategy is to make that happen.

Table of Contents

Our Acquisition Strategy

Through our strategic serial acquisition and merger focus, our Company will collaborate with local leaders, deeply commit to community involvement, and implicitly implement positively perceived “cognitive” and “additive” production techniques enhanced by “Artificial Intelligence”.

This strategy, along with progressively identifying and utilizing tailored programs to meet each of the “needs” and/or “desires” in the ‘at work’ experience among generational gaps, will change the way Americans look at Manufacturing forever.

As an organization directly focused on the success of vibrant sustainable manufacturing communities, our philosophy realizes the extreme need in evolving facilities where “environment”, “work”, and “fun” are implemented together in the workplace. VīaBuilt intends to proactively succeed in increasing job fulfillment rates across all manufacturing sectors while becoming a never ending enterprise of growth through creativity and data collection. We will accomplish this goal by working across all manufacturing industries, through carefully strategized acquisitions and joint-venture agreements in becoming a “Viabuilt Company”.

Before, during, and after every business acquisition or merger, we will work with our local team and leading educational advisors on making sure we not only provide educational facilities and their staff with the tools they need to succeed, but each transaction will focus on new age work environments that address the underlying social conditioning being overlooked, or mistaken as “negative” human attributes towards manufacturing.

OUR MARKET FOCUS

Vīabuilt’s “serial acquisition and merger” focus aims to solve and aid in many areas surrounding the manufacturing industry. We will.streamline accessibility to facilities equipped with the technologically advanced operations needed to capture the attention of the students throughout various educational programs. Viabuilt’s strategy will increase local job fulfillment rates through proactively addressing the drastic differences in social, cultural, and environmental conditioning surrounding “Manufacturing”. We will accomplish these goals by targeting acquisitions and mergers with small to mid-size manufacturing facilities who meet strict criteria and share a mutual understanding of the ‘Viabuilt” agenda.

VīaBuilt intends to strategically tailor our acquisition & merger focus within one regional landscape at a time to ensure the successful execution of our plan. Through these acquisitions and mergers with already successful firms having synergistic production capabilities, we will lower operating costs, accumulate data collection points through our value chain, and maximize our supply chain viability leveraging advanced enterprise-wide business data analytics.

We have located our manufacturing and marketing operations in Central Florida to take advantage of its export opportunities and market access points. We have begun to extend our marketing reach throughout the U.S. to fully utilize those access points, and intend to maximize all of our Company’s international export market opportunities.

Prospective business acquisitions or partnerships will go through a rigorous evaluation process by all affiliated team members to ensure each prerequisite is met for VīaBuilt’s success as a corporation. Each prospective facility will have collaboratively established requirements to ensure the success rates of each business. Requirements for the history of the business, net profits, growth rates, asset types, and accurate valuations.

Each of these characteristics must be quantifiable and approved by our Board of Directors for each acquisition, merger, or partnership.

STRATEGIC COMMUNITY ALIGNMENT

Local leaders in each of the required specialized advisory roles will be chosen by VīaBuilt using strict criteria for each type of service needed to facilitate the smoothing of each business transaction ensuring our community success rates. These leading professionals will play a role in progressively implementing each of the facilities newly required processes or plant improvements, which are only a few of the many requirements to obtain the status of being a “Viabuilt” company. From local Associations, leaders & educators, Health Care Providers, Charitable organizations, to young entrepreneurs, Viabuilt’s advisory board will consist of experts surrounding each region’s already agreed upon main objectives.

Each specified business affiliate must have a track record for working within the community, they must satisfy strict credential and resource guidelines, and must serve as an advisory board member. By utilizing community leaders that are active within each region we operate within, Viabuilt ultimately ensures community alignment within each evolving region. One noteworthy requirement of these individuals, is their responsibility of finding their replacement when a new “Viabuilt Ecosystem” is created in a different region

When VīaBuilt enters its next phase of expansion and development, we will perform required due diligence on all prospective advisory board members. Once considered, we will thoroughly research each individual to ensure proper credentials with a clean track record in proving his or her corporate standards, and is properly aligned with our community focused operational plans. This will ultimately ensure that both corporate and community goals are fulfilled creating a win/win ever evolving eco-system of business data.

The Company was incorporated in the State of Nevada on September 14, 2009 and established a fiscal year end of March 31. From inception until early 2015, we were engaged in the mineral exploration business.

Table of Contents

During early 2015, we decided to abandon our mineral exploration properties and on February 27, 2015, we entered into a letter of intent with Ocure, pursuant to which we agreed to exclusively license certain technology (“Licensed Technology”) from Ocure related to the development of products and devices for the treatment of anal fissures under terms of a License Agreement.

Effective January 4, 2017, the Company determined to terminate all aspects of the License Agreement and to write off any investment made. On April 1, 2017, the Company sold all the shares of its Israeli subsidiary and obtained majority shareholder consent to do so, as the Israeli subsidiary comprised substantially all of the assets of the Company.

On April 23, 2018, the Company entered into a Plan of Reorganization and Agreement of Securities Exchange (the “Agreement”) with Firetainment Inc. (“Firetainment”), a Florida Corporation. The Agreement will result in the merger of Firetainment into the Company with the corporation to survive as Firetainment Inc. Pursuant to the Agreement the Company agreed to issue Firetainment two hundred million (200,000,000) common shares in exchange for all of the shares of Firetainment. This issuance will result in a change in control of the Company. The closing of the Agreement will take place upon the delivery and completion of Firetainment audited statements for the period ending March 31, 2018, unless another time or date, or both, are agreed to in writing by the parties.

GOING CONCERN

To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the ~~financing~~pending weacquisition ~~endeavor~~of toFiretainment, ~~obtain~~Inc., as described in this Form 10-Q, and implement our business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

~~PLAN~~The OFAgreement ~~OPERATION~~entered into with Firetainment will result in the merger of Firetainment into the Company with the corporation to survive as Firetainment Inc. Pursuant to the Agreement the Company agreed to issue Firetainment five million (5,000,000) common shares in exchange for all of the shares of Firetainment. This issuance will result in a change in control of the Company.

~~The~~Firetainment ~~Agreement~~makes ~~entered~~and ~~into~~markets ~~with~~fire ~~Firetainment~~pit ~~will~~tables, ~~result~~an inoutdoor living product which combines the ~~merger~~utility of ~~Firetainment~~a ~~into~~grill, the ~~Company~~entertaining ~~with~~space ~~the~~of ~~corporation~~a totable, ~~survive~~and asthe ~~Firetainment~~charm ~~Inc.~~of ~~Pursuant~~a ~~to,~~fire ~~and~~pit. atThe ~~the~~closing ~~time~~ of the Agreement ~~the~~will ~~Company~~take ~~agreed~~place toupon ~~issue~~the ~~Firetainment~~delivery ~~two~~and ~~hundred~~completion ~~million~~of ~~shares~~Firetainment ~~(200,000,000)~~audited atstatements ~~Closing,~~for orthe ~~such~~periods ~~other~~ending ~~equivalent~~December ~~number~~31, of2017 ~~shares~~and as2018, isunless ~~required~~another intime ~~the~~or ~~event~~date, ofor ~~any~~both, ~~restructuring~~are ofagreed ~~the~~to ~~Company~~in ~~prior~~writing toby ~~Closing,~~the ~~such~~parties. ~~that~~When asand ofif the ~~date~~agreement ofwith ~~this~~Firetainment ~~filing~~closes, ~~the~~we ~~Company~~ will ~~now~~have ~~need~~ to ~~issue~~raise ~~eight~~substantial ~~million~~funds ~~(8,000,000) common shares~~ in ~~exchange~~order ~~for~~to ~~all~~operate of the ~~shares~~Firetainment ofbusiness, ~~Firetainment~~as atit ~~the~~is ~~Closing~~expected ofto ~~the~~produce ~~transaction.~~losses ~~This~~in ~~issuance~~the ~~will~~first ~~result~~few inmonths aafter ~~change~~closing, inand ~~control~~possibly offor ~~the~~a ~~Company~~longer period.

~~Firetainment~~16 ~~makes~~Table ~~and markets fire pit tables, an outdoor living product which combines the utility~~ of a grill, the entertaining space of a table, and the charm of a fire pit. The closing of the Agreement will take place upon the delivery and completion of Firetainment audited statements for the period ending March 31, 2018, unless another time or date, or both, are agreed to in writing by the parties. When and if the agreement with Firetainment closes, we will have to raise substantial funds in order to operate the Firetainment business, as it is expected to produce losses in the first few months after closing, and possibly for a longer period.Contents

17 Table of Contents

RESULTS OF OPERATIONS

Three-Months Ended ~~December~~June 3130, ~~2018~~2019 and ~~2017~~2018

We had no operations and recorded no revenues for the three months ended ~~December~~June 3130, ~~2018~~2019 and ~~2017~~2018. For the three months ended ~~December~~June 3130, ~~2018~~2019, total operating costs were $109,~~110,~~243 consisting of ~~consulting~~general operating costs for legal, accounting and ~~professional~~transfer agent fees of $109,~~110~~243. By comparison, for the three months ended ~~December~~June 3130, ~~2017~~2018, total operating costs were $1014,~~291~~293, consisting of consulting and professional fees of $1014,~~276 and $15 of other general & administrative expenses~~963.

~~For~~We ~~the~~had ~~three~~interest ~~months~~expense ~~ended~~of ~~December 31~~$43,050 ~~2018,~~for ~~total~~the ~~other~~three ~~income~~months ~~(expense)~~ended ~~were~~June ~~$(134~~30,~~934)~~ 2019, ~~consisting~~compared ofto interest expense of $~~(757),~~- ~~amortization~~for ~~expense~~the ofthree ~~$(6,306),~~months ~~and~~ended ~~derivative~~June ~~expense~~30, ~~of $(127~~2018,~~871);~~ ~~all~~an ~~associated~~increase ~~with~~in ~~the~~interest ~~convertible~~expense ~~note~~of ~~issued on December 26~~$43, ~~2018. By comparison~~050, ~~for~~due to the ~~three~~long-term ~~months~~convertible ~~ended~~debt ~~December~~due ~~31,~~to ~~2017,~~related ~~total other income (expense) was zero~~party.

We had net (loss) income of $(~~145~~$52,~~044~~293) and $(10$14,~~291~~963) during the three months ended ~~December~~June 3130, ~~2018~~2019 and ~~December~~June 3130, ~~2017~~2018, respectively.

Nine-Months Ended December 31, 2018 and 2017

We had no operations and recorded no revenues for the nine months ended December 31, 2018 and 2017. However, in 2017 we recorded a gain on the sale of a foreign subsidiary of $48,911 offset by $23,661 of consulting and professional fees and $815 of other general & administrative expenses during the nine months ended December 31, 2017 for total operating costs of $(24,435). The net gain from the sale of Madison-IL was a result of net liabilities eliminated. By comparison, for the nine months ended December 31, 2018, total operating costs were $55,381, consisting of consulting and professional fees of $54,213 and $1,168 of other general & administrative expenses.

For the nine months ended December 31, 2018, total other income (expense) were $(134,934), consisting of interest expense of $(757), amortization expense of $(6,306), and derivative expense of $(127,871); all associated with the convertible note issued on December 26, 2018. By comparison, for the nine months ended December 31, 2017, total other income (expense) was zero.

We had net (loss) income of $(190,315) and $24,435 during the nine months ended December 31, 2018 and December 31, 2017, respectively. The net income during the nine months ended December 31, 2017 was primarily due to the sale of our foreign subsidiary.

Liquidity and Capital Resources

At ~~December~~June 3130, ~~2018~~2019, we had a cash balance of ~~zero~~$0, total current liabilities of approximately $64102,~~995~~544 and working capital deficit of $64102,~~995.~~544 ~~At December 31, 2018, we had long-term liabilities, associated with the convertible note issued on December 26, 2018, of $518,547~~ and a stockholders’ deficit of approximately $~~691,042~~684269. We do not have sufficient cash on hand to fund our ongoing operational expenses. We will need to raise funds to commence fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock. We expect that we will need to raise funds to operate the Firetainment business if and when that transaction closes. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our operations and our business will fail.

Off balance sheet arrangements

We have no off-balance sheet arrangements.

~~ITEM~~Subsequent ~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Event

AsOn aSeptember ~~smaller~~18, ~~reporting~~2019, ~~company~~the ~~(as~~Related ~~defined~~Party Convertible Note in ~~Rule~~the ~~12b-2~~principal amount of ~~the~~$383,613, ~~Exchange~~was ~~Act),~~converted wein ~~are~~accordance ~~not~~with ~~required~~its toterms ~~provide~~into ~~the~~1,704,947 ~~information~~shares ~~called~~of ~~for~~Common byStock ~~this~~at ~~Item~~a 3conversion price of $.225 per Share,

ITEM 43. ~~CONTROLS~~QUANTITATIVE AND ~~PROCEDURES~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~DISCLOSURE~~As ~~CONTROLS~~a ~~AND~~smaller ~~PROCEDURES~~reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

~~Under~~ITEM the supervision and with the participation of our management, our principal executive officer and principal financial officer, who are the same person, are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report4. ~~Disclosure~~CONTROLS ~~controls~~AND and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being preparedPROCEDURES. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of December 31, 2018.

~~There~~DISCLOSURE ~~were~~CONTROLS noAND changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.PROCEDURES

18Under ~~Table~~the supervision and with the participation of ~~Contents~~our management, our principal executive officer and principal financial officer, who are the same person, are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2019.

~~PART~~The ~~II.~~ineffectiveness ~~OTHER~~of ~~INFORMATION~~our internal control over financial reporting was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal control over financial reporting and that may be considered to be material weaknesses.

~~ITEM~~The 1matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal control over financial reporting; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. ~~LEGAL~~The ~~PROCEEDINGS~~aforementioned material weaknesses were identified by our principal executive officer and principal financial officer in connection with the review of our financial statements as of March 31, 2018.

~~The~~Management ~~Company~~believes isthat ~~not~~the ~~currently~~lack ~~subject~~of toa ~~any~~functioning ~~legal~~audit ~~proceedings.~~committee ~~From~~and ~~time to time,~~ the ~~Company~~lack ~~may~~of ~~become~~a ~~subject~~majority toof ~~litigation~~outside ordirectors ~~proceedings~~on inour ~~connection~~board ~~with~~of ~~its~~directors ~~business,~~results asin ~~either~~ineffective aoversight ~~plaintiff~~in ~~or defendant. There are no such pending legal proceedings to which~~ the ~~Company~~establishment isand amonitoring ~~party~~of ~~that,~~required ininternal ~~the~~control ~~opinion~~over offinancial ~~management~~reporting, iswhich ~~likely~~could toresult ~~have~~in a material ~~adverse~~misstatement ~~effect~~in onour ~~the Company’s business,~~ financial ~~condition~~statements orin ~~results~~future ~~of operations~~periods.

~~ITEM~~There ~~1A.~~were ~~RISK~~no ~~FACTORS~~changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

As17 aTable ~~smaller reporting company (as defined in Rule 12b-2~~ of ~~the Exchange Act), we are not required to provide the information called for by this Item 1A.~~Contents

~~ITEM~~PART 2II. ~~UNREGISTERED~~OTHER ~~SALES~~INFORMATION ~~OF EQUITY SECURITIES AND USE OF PROCEEDS.~~

~~None~~ITEM 1. LEGAL PROCEEDINGS.

~~ITEM~~The 3Company is not currently subject to any legal proceedings. ~~DEFAULTS~~From ~~UPON~~time ~~SENIOR~~to ~~SECURITIES~~time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

~~None~~ITEM 1A. RISK FACTORS

~~ITEM~~As 4.a ~~MINE~~smaller ~~SAFETY~~reporting ~~DISCLOSURES~~company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

~~None~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~ITEM 5~~None. ~~OTHER INFORMATION.~~

~~None~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~19 Table of Contents~~None.

ITEM 64. ~~EXHIBITS~~MINE SAFETY DISCLOSURES.

~~(a) Exhibits required by Item 601 of Regulation SK~~None.

Number		Description
3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 5. OTHER INFORMATION.

101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Extension Schema Document
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document

None.

~~___________~~18 Table of Contents

~~(1)~~ITEM ~~Filed and incorporated by reference to the Company’s Registration Statement on Form S-1 (File No~~6. ~~333-188753), as filed with the Securities and Exchange Commission on May 22, 2013~~EXHIBITS.

* XBRL (~~Extensible Business Reporting Language~~a) ~~information~~Exhibits isrequired ~~furnished~~by ~~and~~Item ~~not~~601 ~~filed or a part~~ of aRegulation registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sectionsSK.

20 Table of Contents

Number		Description

3.1		Articles of Incorporation (1)

3.2		Bylaws (1)

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

101.INS *		XBRL Instance Document

101.SCH *		XBRL Taxonomy Extension Schema Document

101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *		XBRL Taxonomy Extension Label Linkbase Document

101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document

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

	VIABUILT VENTURES INC.
	(Name of Registrant)
Date: February 19, 2019	By:	/s/ William Shawn Clark
	Name:	William Shawn Clark
	Title:	President, Secretary, and Treasurer (principal executive officer, principal financial officer, and principal accounting officer)

(1) Filed and incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333 - 188753), as filed with the Securities and Exchange Commission on May 22, 2013.

21* ~~Table~~XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of ~~Contents~~a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

~~EXHIBIT~~19 ~~INDEX~~Table of Contents

Number		Description
3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Extension Schema Document
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document

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

______________

		VIABUILT VENTURES INC. (Name of Registrant)

Date: September 30, 2019	By:	/s/ William Shawn Clark
	Name:	William Shawn Clark
	Title:	President, Secretary, and Treasurer (principal executive officer, principal financial officer, and principal accounting officer)

~~(1) Filed and incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-188753), as filed with the Securities and Exchange Commission on May 22, 2013.~~20

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Filing Compare · Viabuilt Ventures Inc.