UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~April~~July 3031, 2021

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

For the transition period from________ to__________

Commission File Number: 333-223568

FACT, INC.

(f/ka Tiburon International Trading, Corp.)

(Exact name of registrant as specified in its charter)

Nevada

98-1350973

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2 Toronto Street, Suite 231 Toronto, Ontario M5C 2B5

(Address of principal executive offices) (Zip Code)

(437) 703-2482

(Registrant’s telephone number, including area code)

Fact, Inc.

f/k/a Tiburon International Trading, Corp.

Xinkaicun, group 5, Weizigouzhen, Jiutai

Changchun, Jilin province, China 130519

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ ☐ No ☐☒

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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 55,216,680 shares of common stock, $0.001 par value, as of ~~September~~October 2421, 2021.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements”, as defined under United States federal securities laws. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●	our ability to market, commercialize and achieve broader market acceptance for our products;

●	our ability to successfully complete the development of and commercialization of our products; and

●	the estimates regarding the sufficiency of our cash resources, our ability to obtain additional capital or our ability to maintain or grow sources of revenue.

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. You should also refer to the section of our Annual report on Form 10-K entitled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us, or any other person, that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake to update any of the forward-looking statements after the date of this Quarterly Report, except to the extent required by applicable securities laws.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms “FACT,” “Company,” “we,” “us,” and “our” in this document refer to Fact, Inc., a Nevada corporation, and, where appropriate, its subsidiaries.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS	F-1
CONDENSED BALANCE SHEETS AT APRIL 30, 2021 (UNAUDITED) AND JANUARY 31, 2021, (AUDITED)	F-1
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED APRIL 30, 2021 AND 2020, (UNAUDITED)	F-2
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED APRIL 30, 2021 AND 2020, (UNAUDITED)	F-3
CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED APRIL 30, 2021 AND 2020, (UNAUDITED)	F-4
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4. CONTROLS AND PROCEDURES	7
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.	8
ITEM 1A. RISK FACTORS.	8
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	8
ITEM 4. MINE SAFETY DISCLOSURES.	9
ITEM 5. OTHER INFORMATION.	9
ITEM 6. EXHIBITS.	9
SIGNATURES	10

PART I - FINANCIAL INFORMATION	F-1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8
ITEM 4. CONTROLS AND PROCEDURES	8
PART II - OTHER INFORMATION	9
ITEM 1. LEGAL PROCEEDINGS.	9
ITEM 1A. RISK FACTORS.	9
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	9
ITEM 4. MINE SAFETY DISCLOSURES.	9
ITEM 5. OTHER INFORMATION.	9
ITEM 6. EXHIBITS.	10
SIGNATURES	11

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FACT, INC.

~~(F/K/A~~INTERIM ~~TIBURON~~FINANCIAL ~~INTERNATIONAL TRADING, CORP.)~~STATEMENTS

CONDENSED BALANCE SHEETS

(UNAUDITED)

	As of
	April 30			January 31
	2021			2021
Current Assets:
Cash		2,563			9,945
Prepaid expense		2,037			2,292
Total Current Assets		4,600			12,237
Property and equipment net		-			-
Total Assets		4,600			12,237
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		105,331			63,665
Accrued interest		22,500			6,200
Loan from related parties		-			-
Convertible note payable, net of unamortized discount of $234,972		257,943			125,028
Derivative liability		265,705			469,589
Total Current Liabilities		651,479			664,482
Total Liabilities		651,479			664,482
Stockholders’ Deficit:
Common stock, $0.001 par value, 150,000,000 shares authorized, 54,216,680 shares and 69,566,680 shares issued and outstanding at January 31, 2021 and 2020, respectively		55,217			54,217
Additional paid-in capital (deficiency)		1,430,266			576,266
Stock payable		-			19,980
Accumulated deficit		(1,851,246	)		(1,302,708	)
Total Stockholders’ Deficit		(646,879	)		(652,245	)
Total Liabilities and Stockholders’ Deficit	$	4,600		$	12,237

Table of Contents

The accompanying unaudited notes to the financials should be read in conjunction with these condensed financial statements.

		Page
Condensed balance sheets at July 31, 2021 and January 31, 2021		F-2
Condensed Statements of Operations for the three and six months ended July 31, 2021 and 2020		F-3
Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended July 31, 2021 and 2020		F-4
Condensed Statements of Cash Flows for the six months ended July 31, 2021 and 2020		F-5
Notes to Condensed Financial Statements		F-6

F-1

FACT, INC.

~~(F/K/A~~CONDENSED ~~TIBURON~~BALANCE ~~INTERNATIONAL TRADING, CORP.)~~SHEETS

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	For the three months
	July 31,			January 31,
	ending April 30
	2021			2021
	2021			2020
ASSETS
Revenues		-		$	-
Current Assets:
Cost of revenue					-
Cash	$	279		$	9,945
Gross Proft		-			-
Prepaid expenses		1,042			2,292
Operating Expenses
Total Current Assets		1,321			12,237
Advertising and marketing		120,000			-
Total Assets	$	1,321		$	12,237
General and administrative		36,588			3,647
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Professional fees		15,000			3,647
Current Liabilities:
Professional fees - related party		156,766
Accounts payable and accrued liabilities	$	87,959		$	63,665
Total Operating Expenses		(328,354	)		3,647
Accrued interest		50,512			6,200
Loss from operations		(328,354	)		(3,647	)
Loan payable		21,000			-
Other Income (Expense)
Convertible note payable, net of unamortized discount of $32,692 and $234,972, respectively		479,808			125,028
Finance expense		-			-
Derivative liability		840,037			469,589
Interest expense		(16,300	)		-
Total Current Liabilities		1,479,316			664,482
Change in fair value of derivative liability		(203,884	)		-
Convertible note payable non current, net of unamortized discount of $741 and $0, respectively		112,259			-
Net Other Expense		(220,184	)		-
Total Liabilities		1,591,575			664,482
Loss Before Provision for Income Taxes		(548,538	)		3,647
Stockholders’ Deficit:
Provision for Income Taxes		-			-
Common stock, $0.001 par value, 150,000,000 shares authorized, 55,216,680 and 54,216,680 shares issued and outstanding at July 31, 2021 and January 31, 2021, respectively		55,217			54,217
Net Loss		(548,538	)		(3,647	)
Additional paid-in capital		1,583,396			576,266
Net loss per common share: Basic and Diluted		(0.01	)		(0.00	)
Stock payable		-			19,980
Weighted average number of common shares outstanding: Basic and Diluted		55,216,680			3,478,334
Deferred stock compensation		(450,000	)		-
Accumulated deficit		(2,778,867	)		(1,302,708	)
Total Stockholders’ Deficit		(1,590,254	)		(652,245	)
Total Liabilities and Stockholders’ Deficit	$	1,321		$	12,237

The accompanying unaudited notes to the financials should be read in conjunction with these condensed financial statements.

F-2

FACT, INC.

~~(F/K/A~~CONDENSED ~~TIBURON~~STATEMENTS ~~INTERNATIONAL~~OF ~~TRADING, CORP.)~~OPERATIONS

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

							Additional
	2021			2020			2021			2020
							Paid-in
	Three Months Ended						Six Months Ended
	Common stock						Capital			Stock			Accumulated
	July 31,						July 31,
	Shares			Amount			(Deficiency)			Payable			Deficit			Total
	2021			2020			2021			2020
Balance, January 31, 2020		69,566,680		$	69,567		$	(39,717	)	$	-		$	(42,017	)		(12,167	)
Revenues	$	-		$	-		$	-		$	-
Balance, January 31, 2021		54,216,680		$	54,217		$	576,266		$	19,980		$	(1,302,708	)	$	(652,245	)
Operating Expenses
Stock Issued for Cash		100,000			100			99,900			(19,980	)		-			80,020
Advertising and marketing		12,000			-		$	146,000		$	-
Stock Issued for Services		900,000			900			899,100			-			-			900,000
General and administrative		245,284			2,160			510,195			5,807
Net Loss		-			-			-			-		$	(548,538	)		(829,654	)
Professional fees		10,182			-			71,535			-
Balance, April 30, 2021		55,216,680		$	55,217		$	1,430,266		$	-		$	(1,851,246	)	$	(646,879	)
Total Operating Expenses		267,466			2,160			727,730			5,807
Loss from operations		(267,466	)		(2,160	)		(727,730	)		(5,807	)
Other Income (Expense)
Interest expense		(207,696	)		-			(386,289	)		-
Change in fair value of derivative liability		(541,703	)		-			(362,140	)		-
Net Other Income (Expenses)		(749,399	)		-			(748,429	)		-
Loss Before Provision for Income Taxes		(1,016,865	)		(2,160	)		(1,476,159	)		(5,807	)
Provision for Income Taxes		-			-			-			-
Net Loss	$	(1,016,865	)	$	(2,160	)	$	(1,476,159	)	$	(5,807	)
Net loss per common share: basic and diluted	$	(0.02	)	$	(0.00	)	$	(0.03	)	$	(0.00	)
Weighted average number of common shares outstanding: basic and diluted		55,216,680			69,566,680			54,954,592			69,566,680

The accompanying unaudited notes to the financials should be read in conjunction with these condensed financial statements.

F-3

FACT, INC.

~~(F/K/A~~CONDENSED ~~TIBURON~~STATEMENTS ~~INTERNATIONAL~~OF ~~TRADING,~~STOCKHOLDERS’ ~~CORP.)~~DEFICIT

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the three months ended April 30
	2021			2020
Cash Flows from Operating Activities
Net loss		(829,654	)		(3,647	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		-			-
Change in value of derivative liabilities		203,844			-
Depreciation					100
Share inducement expense		-			-
Changes in operating assets and liabilities:
Prepaid expenses		(255	)
Expenses paid by related party		-
Accounts payable and accrued liabilities		41,666
Accrued note payable interest		16,300
Loss from Loan		-			-
Net cash used in operating activities		(286,943	)		3,547
CASH FLOWS FROM INVESTING ACTIVITIES
Development costs associated with mobile application software		66,666
Purchase of mobile application software		-			-
Net cash provided by Investing Activities		66,666
Cash Flows from Financing Activities
Proceed from loan payable		-			3,650
Proceeds from loan from related parties		182,915
Forgiveness of former related party balance		-			-
Proceeds from share subscription		-			-
Proceed from issuance of common stock		29,980			-
Proceed from issuance of convertible notes		-			-
Net cash provided by Financing Activities		212,895			3,650
Net change in cash for period		(7,382	)		103
Cash at beginning of period		9,945			46
Cash at end of period		2,563			149
		-			-
Supplemental Cash Flow Information
Cash paid for income taxes		-			-
Cash paid for interest		-			-
Non Cash Investing and Financing Activities
Issuance of common stock for service		900,000			-
Related Party Debt Forgiven		182,915			-

For the Three and Six Months Ended July 31, 2021

	Common stock				Additional Paid-in		Stock			Deferred Stock			Accumulated
	Shares		Amount		Capital		Payable			Compensation			Deficit			Total

Balance - January 31 2021		54,216,680	$	54,217	$	576,266	$	19,980		$	-		$	(1,302,708	)	$	(652,245	)

Common stock issued for cash		100,000		100		99,900		(19,980	)		-			-			80,020
Common stock for service		900,000		900		899,100		-			(675,000	)		-			225,000
Beneficial conversion feature		-		-		8,130		-			-			-			8,130
Net loss		-		-		-		-			-			(459,294	)		(459,294	)
Balance - April 30, 2021		55,216,680		55,217		1,583,396		-			(675,000	)		(1,762,002	)		(798,389	)

Amortization deferred stock compensation		-		-		-		-			225,000			-			225,000
Net loss		-		-		-		-						(1,016,865	)		(1,016,865	)
Balance - July 31,2021		55,216,680	$	55,217	$	1,583,396	$	-		$	(450,000	)	$	(2,778,867	)	$	(1,590,254	)

For the Three and Six Months Ended July 31, 2020

	Common stock				Additional Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total

Balance - January 31 2020		69,566,680	$	69,567	$	(39,717	)	$	(42,017	)	$	(12,167	)

Net loss		-		-		-			(3,647	)		(3,647	)
Balance - April 30, 2020		69,566,680		69,567		(39,717	)		(45,664	)		(15,814	)

Net loss		-		-		-			(2,160	)		(2,160	)
Balance - July 31, 2020		69,566,680	$	69,567	$	(39,717	)	$	(47,824	)	$	(17,974	)

The accompanying unaudited notes to the financials should be read in conjunction with these condensed financial statements.

F-4

FACT, INC.

~~(F/K/A~~CONDENSED ~~TIBURON~~STATEMENTS ~~INTERNATIONAL~~OF ~~TRADING,~~CASH ~~CORP.)~~FLOWS

NOTES TO CONDENSEDFINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – DESCRIPTION OF THE COMPANY

	2021			2020
	Six Months Ended
	July 31,
	2021			2020

Cash Flows from Operating Activities
Net loss	$	(1,476,159	)	$	(5,807	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			200
Amortization of debt discount		217,977			-
Change in value of derivative liabilities		362,140			-
Stock based compensation		450,000			-
Default penalty		124,000			-
Changes in operating assets and liabilities:
Prepaid expenses		1,250			-
Accounts payable and accrued liabilities		12,280			-
Accrued note payable interest		44,312			-
Accrued management compensation		12,014			-
Net cash used in operating activities		(252,186	)		(5,607	)

Cash Flows from Financing Activities
Proceeds from loan - related party		-			5,650
Proceeds from loan		21,000			-
Proceeds from issuance of common stock		80,020			-
Proceed from issuance of convertible notes		141,500			-
Net cash provided by Financing Activities		242,520			5,650

Net change in cash for period		(9,666	)		43
Cash at beginning of period		9,945			46
Cash at end of period	$	279		$	89

Supplemental Cash Flow Information
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

Non Cash Investing and Financing Activities
Debt discount recognized as derivative liability	$	8,308		$	-
Beneficial conversion feature	$	8,130		$	-
Issuance of common stock for stock payable	$	19,980			$

~~Tiburon~~The ~~International~~accompanying ~~Trading,~~unaudited ~~Corp.~~notes ~~(“Tiburon”~~to or the ~~“Company”~~financials asshould ~~the~~be ~~context~~read may require) was established under the laws of the State of Nevada on February 17, 2017. Tiburon was established as a development stage company focusing its business on the distribution of air infiltration valves manufactured in ~~China~~conjunction towith ~~markets~~these incondensed ~~Europe~~financial ~~and in the Commonwealth of Independent States (CIS)~~statements. On October 5, 2020, Kryptos Art Technologies, Inc, (“Kryptos”), an Ontario corporation purchased 2,500,000 shares of Tiburon from Yun Cai, who was the Chief Executive Officer, President, Chief Financial Officer and Sole Director of Tiburon. As a result of this sale, Kryptos became the majority shareholder of Tiburon. The shares owned by Kryptos represent approximately 71.87% of Tiburon’s outstanding common stock. The purchase price was $232,467. The funds were funds of Kryptos. Kryptos was previously controlled by Brian McWilliams and is now controlled by Victoria Glynn.

Mr. McWilliams was appointed the Company’s Chief Executive Officer on October 5, 2020. On October 8, 2020, Kryptos, as the holder of approximately 71% of the voting stock of the Company executed a shareholder consent to effect a name change of the Tiburon to Fact, Inc. The Company has wound down the operations of the historic Tiburon business, which was largely curtailed by prior management because of COVID-19 and lack of capital necessary for expansion of the website and product offerings. Kryptos had been working on a technology designed to detect and eliminate fraud in the art world. Kryptos has assigned all of its technological know-how in this area to the Company which we will pursue as our primary business operations. In connection therewith, the Company has entered into and is negotiating a series of development and consulting agreements with software and hardware developers to complete the development of our products. The Company expects to enter into a license agreement to utilize fraud detection technology in the art area. The Company expects to enter into such license agreement with an award winning forensic ballistic technology company that revolutionized the Criminal Justice system’s approach to ballistics.

On October 8, 2020, Kryptos, as the holder of approximately 71% of the voting stock of Tiburon, executed a shareholder consent to effect a name change of Tiburon to Fact, Inc. FACT is a leading innovator of bringing forensic technology to the art world. FACT stands for Forensic Asset Certification Technology. Using white light interferometry, FACT takes a non-destructive 3D digital fingerprint of the art using over 100,000 unique images. These scans, measured at two (2) microns, equal to 1/50th of a human hair, are unable to be reproduced or forged. Scans are compared to one another by a computer algorithm to verify the paintings authenticity.

All data is stored securely on the block-chain for real time collection management. We are currently developing a front-end user interface as well as modifying existing ballistics firmware for a comprehensive verification, tracking and reporting system. A workable prototype (the “Prototype”) is expected to be ready during the Company’s second quarter ending July 31, 2022.

We plan to market to various channels in different capacities including, but not limited to, subscription models, leasing models, and individual point of sale models. The fees for our different models will range from a flat fee to a percentage of sales fee. We are hopeful the Company will commence its marketing efforts in Company’s second quarter ending April 30, 2022, with the hope that the product may launch in the Company’s second quarter ending July 31, 2022.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of April 30, 2021 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

F-5

~~In order to continue as a going concern~~FACT, ~~the Company will need, among other things, additional capital resources. Management’s plan~~ is to obtain such resources for the Company by obtaining capital from management, significant shareholders and other sources sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financingINC. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~NOTE~~NOTES 3TO –CONDENSED ~~BASIS~~FINANCIAL ~~OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-~~STATEMENTS

~~BASIS OF PRESENTATION~~(UNAUDITED)

~~The~~NOTE ~~Company’s~~1 ~~interim~~– ~~financial~~SUMMARY ~~statements~~OF ~~included~~SIGNIFICANT ~~herein,~~ACCOUNTING presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.POLICIES

~~The~~Basis ~~preparation~~ of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. The accompanying unaudited financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the period shown and are not necessarily indicative of the results to be expected for the full year ending January 31, 2022. These unaudited financial statements should be read in conjunction with the audited financial statements and related notes for the year ended January 31, 2022. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended January 31, 2021 and notes thereto included in the Company’s Form 10-K filed with the SEC on September 24, 2021.Presentation

~~PROPERTY~~The ~~AND~~accompanying ~~EQUIPMENT~~unaudited ~~DEPRECIATION~~interim ~~POLICY~~financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

~~Property~~In ~~and~~the ~~equipment~~opinion ~~are~~of ~~stated~~management, atall ~~cost~~adjustments ~~and~~consisting ~~depreciated~~of onnormal recurring entries necessary for a fair statement of the ~~straight-line~~periods ~~method~~presented for: ~~over~~(a) the ~~estimated~~financial ~~life~~position; (b) the result of operations; and (c) cash flows, have been made in order to make the ~~asset~~unaudited interim financial statements presented not misleading. ~~Depreciation~~The ~~expense~~results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the ~~three~~financial ~~month~~statements and ~~periods~~related ~~ended~~notes ~~April~~included 30in the Company’s Annual Report on Form 10-K, ~~2021~~for ~~and~~the ~~April~~year 30ended January 31, ~~2020~~2021, ~~was~~as $0filed ~~and~~with ~~$200~~the SEC ~~respectively~~on September 24, 2021.

~~SUMMARY~~Use OFof ~~SIGNIFICANT ACCOUNTING POLICIES~~Estimates

~~This~~The ~~summary~~preparation of ~~significant~~condensed ~~accounting~~financial ~~policies~~statements ofin ~~FACT~~conformity iswith ~~presented~~U.S. toGAAP ~~assist~~requires inmanagement ~~understanding~~to ~~the~~make ~~Company’s~~estimates ~~financial~~and ~~statements.~~assumptions that ~~The~~affect ~~financial~~the ~~statements~~reported amounts of assets and ~~notes~~liabilities ~~are~~and ~~representations~~disclosure of ~~the~~contingent ~~Company’s~~assets ~~management~~and ~~who~~liabilities isas ~~responsible~~of ~~for~~ the ~~integrity~~date ~~and objectivity~~ of the financial statements., ~~These~~and ~~accounting~~the ~~policies~~reported ~~conform~~amounts toof ~~generally~~revenues ~~accepted~~and ~~accounting~~expenses ~~principles~~during ~~and~~the ~~have~~reporting ~~been~~period. ~~consistently applied~~Actual inresults ~~the~~could ~~preparation~~differ offrom ~~the~~those ~~financial statements~~estimates.

Convertible Financial Instruments

Beneficial Conversion Feature - The issuance of the convertible debt described in Note 3, below, generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid-in capital). The discount is amortized to interest expense over the term of the convertible debt.

Share-Based Compensation

ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Equity-based payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share based payment awards are measured at the grant date

F-6

~~RECENT~~During ~~ACCOUNTING~~the ~~PRONOUNCEMENTS~~six months ended July 31, 2021 and 2020, the Company recognized $450,000 and $0, respectively.

~~The~~Basic ~~Company~~and ~~has~~Diluted noNet ~~material~~Loss ~~items~~Per toCommon ~~report at this time.~~Share

~~REVENUE~~Basic ~~RECOGNITION~~earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.

WeFor ~~adopted~~the ~~Accounting~~six ~~Standards~~months ~~Codification~~ended ~~(“ASC”)~~July ~~Topic 606~~31, ~~“Revenue from Contracts with Customers”~~2021, and ~~all related~~2020, ~~interpretations~~the ~~for~~following ~~recognition~~common ofstock ~~our~~equivalents ~~revenue.~~were ~~Previously~~excluded wefrom ~~recorded~~the ~~revenue~~computation ~~based on ASC Topic 605. Adoption~~ of ~~new~~diluted ~~accounting~~net ~~standard~~loss ~~did~~per ~~not~~share ~~have~~as ~~any~~the ~~material~~result ~~impact~~of onthe ~~our~~computation ~~reported~~was ~~revenue~~anti-dilutive.

BASIC AND DILUTED INCOME (LOSS) PER SHARE

	Six Months Ended
	July 31,
	2021		2020
	Shares		Shares
Warrant		291,775		-
Convertible Notes		3,135,316		-
Total		3,427,091		-

~~The~~RECENT ~~Company~~ISSUED ~~computes~~ACCOUNTING income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of April 30, 2021, there were no potentially dilutive debt or equity instruments issued or outstanding.PRONOUNCEMENTS

~~CASH~~In ~~AND~~August ~~CASH~~2020, ~~EQUIVALENTS~~the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted this standard on February 1, 2021.

~~For~~The ~~purposes~~Company ofhas ~~the~~considered ~~statement~~all ofother ~~cash~~recently ~~flows,~~issued ~~the~~accounting ~~Company~~pronouncements ~~considers~~and ~~all~~does ~~highly~~not ~~liquid~~believe ~~instruments~~the ~~purchased~~adoption ~~with an original maturity~~ of ~~three months~~such orpronouncements ~~less to be cash equivalents. The Company’s bank accounts are deposited in insured institutions. The funds are insured~~will uphave toa ~~$250,000.~~material Atimpact ~~April~~on ~~30,~~its ~~2021,~~financial ~~the Company’s bank deposits did not exceed the insured amounts~~statements.

~~STOCK-BASED~~NOTE ~~COMPENSATION~~2 – LIQUIDITY AND GOING CONCERN

AsThe Company’s financial statements as of ~~April~~July 3031, 2021 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not ~~issued~~yet ~~any~~established ~~stock-based~~an ~~payments~~ongoing source of revenues sufficient to cover its ~~employees~~operating costs and allow it to continue as a going concern. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

~~Stock-based~~In ~~compensation~~order isto ~~accounted~~continue ~~for~~as ata ~~fair~~going ~~value~~concern, inthe ~~accordance~~Company ~~with~~will ~~ASC~~need, ~~718~~among other things, ~~when~~additional ~~applicable~~capital resources. ToManagement’s ~~date,~~plan is to obtain such resources for the Company ~~has~~by ~~not~~obtaining ~~adopted~~capital afrom ~~stock~~management, significant shareholders and other sources sufficient ~~option~~to ~~plan~~meet its minimal operating expenses and ~~has~~seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not ~~granted~~include any ~~stock~~adjustments ~~options~~related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

USE OF ESTIMATES

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

INCOME TAXES

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

F-7

COVID-19

The novel coronavirus (“COVID-19”) was first identified in late 2019. COVID-19 spread rapidly throughout the world and, in March 2020, the World Health Organization (“WHO”) characterized COVID-19 as a pandemic. COVID-19 is a pandemic of respiratory disease spreading from person-to-person that poses a serious public health risk. It has significantly disrupted supply chains and businesses around the world. The extent and duration of the COVID-19 impact on our operations and financial position is highly uncertain.

Management continues to closely monitor and evaluate the impact of the COVID-19 pandemic on the Company’s operations and will take, the necessary actions to right-size the business in this environment, which is evolving daily. Some potential actions include, but are not limited to, modified work schedules as well as appropriate adjustments to the operating expenditures and capital spending plans.

~~The~~NOTE ~~Company~~3 is– ~~not~~CONVERTIBLE able to predict the ultimate impact that COVID -19 will have on its new business; however, if the current economic conditions continue, the Company will be forced to significantly scale back its business operations and its growth plans, and could ultimately have a significant negative impact on the Company.NOTES

~~NOTE~~On 4November –19, ~~CAPITAL~~2020, ~~STOCK~~the Company entered a Securities Purchase Agreement (“SPA”) and Equity Purchase Agreement (“EPA”) with a third party. Pursuant to SPA, the Company issued a convertible note payable up to $730,000, bearing 10% annual interest and cash consideration up to $600,000 with maturity date of six months for each tranche payment. The note was originally to be convertible at the lesser of (i) $2.00 per share and (ii) 65% of the lowest traded price of the common stock as reported on the trading market during the 30 consecutive trading period. During the year ended January 31, 2021, the first tranche of $310,000 was issued and due on May 19, 2021. The Oasis note is currently past due as of issuance and incurred a penalty of $124,000 or 140% on the principal, recorded as interest expense. As of July 31, 2021, the Oasis note has $434,000 due, bearing interest at 24% per annum and is convertible at the lesser of (i) $2.00 per share and (ii) 60% of the lowest traded price of the common stock as reported on the trading market during the 30 consecutive trading period.

~~The~~On January 8, 2021, the Company ~~has~~entered ~~150~~into a promissory note with MRVL Island Ventures LLC in the amount of $50,000. This note is payable on January 31st,~~000~~ ~~shares~~2022. The Conversion price in effect of ~~common~~any ~~stock~~conversion ~~authorized~~day ~~with~~shall abe ~~par~~equal ~~value~~lowest price in effect of $075% of the lowers VWAP during the 15 days trading days immediately prior to the conversion date.~~001~~ The price shall be appropriately adjusted for stock splits, dividends, stock combination, reclassification or any similar transaction that proportionately increase or decrease the stock during this period. The interest rate is 8% per ~~share~~year which is payable in cash or kind payable on the maturity date. Late fees are assessed at 16% per annum at the discretion of MRVL management to waive any fees.

AsDuring ofthe ~~April~~month ~~30,~~March 2021, the Company ~~had~~issued 55three (3) convertible notes in the total of amount of $133,~~216,680~~000. ~~shares~~The ~~issued~~term of the notes are 18 months, and ~~outstanding~~annual interest rates are 8% (default rate is 18%). The Conversion price is a fixed $1.00. The Company recognized a beneficial conversion feature of $8,130.

~~NOTE~~On 5May –28, ~~RELATED~~2021, ~~PARTY~~the ~~TRANSACTIONS~~Company issued a convertible note in amount of $8,500. The term of the notes are 12 months, and annual interest rates are 8% (default rate is 24%). The Conversion price in effect of any conversion day shall be equal lowest price in effect of 75% of the lowers VWAP during the 15 days trading days immediately prior to the conversion date. The Company recognized a debt discount as derivative liability of $8,308.

InThe ~~support of the~~ Company’s ~~efforts~~determined ~~and~~that ~~cash~~the ~~requirements~~conversion features, itin ~~may~~the ~~rely~~convertible onnotes ~~advances~~which ~~from~~have ~~related~~variable ~~parties~~conversion ~~until~~prices, ~~such~~met ~~time that~~ the ~~Company~~definition of ~~can~~a ~~support~~liability ~~its~~in ~~operations~~accordance orwith ~~attains~~ASC ~~adequate~~Topic ~~financing~~No. ~~through~~815 ~~sales~~- of40, ~~its~~Derivatives ~~equity~~and orHedging ~~traditional~~- ~~debt~~Contracts ~~financing.~~in ~~There~~Entity’s isOwn noStock ~~formal~~and therefore ~~written~~bifurcated ~~commitment~~the ~~for~~embedded ~~continued~~conversion ~~support~~options byonce ~~officers,~~the ~~directors,~~notes orbecome ~~shareholders.~~convertible ~~Amounts~~and ~~represent~~accounted ~~advances~~for orit ~~amounts~~as ~~paid~~a inderivative ~~satisfaction~~liability. The fair value of ~~liabilities.~~the ~~The~~conversion ~~advances~~feature ~~are~~was ~~considered~~recorded ~~temporary~~as ina ~~nature~~debt discount and ~~have~~amortized ~~not~~to ~~been~~interest ~~formalized~~expense byover athe ~~promissory~~term of the note.

~~Rutherglen~~The ~~Inc~~Company isvalued ~~owned~~the ~~and~~conversion ~~managed~~feature byusing ~~Brian~~the ~~McWilliams,~~Black-Scholes aMerton ~~former~~pricing ~~officer~~model. The fair value of the derivative liability for all the notes that became convertible during the year ended January 31, ~~director~~2021 amounted to $498,301, and ~~investor~~$145,915 inof ~~FACT~~the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $352,386 ~~Inc~~was recognized as a “day 1” derivative loss.

The Company paid Alex Tierney of Lazarus Capital $7,333 per month from September to January 2021 to assist with the project management and business development.

Since February 17, 2017 (Inception) through January 31, 2020, the Company’s sole officer and director loaned the Company $38,133 to pay for incorporation costs and operating expenses, $17,670 of this loan were cash deposits to the Company’s bank account.

During the year ended January 31, 2021, the related party forgave the amount due of $38,133.

As of January 31, 2021, the amount due to related party was $0.

F-8

~~NOTE~~During 6–the ~~LITIGATION~~six months ended July 31, 2021, the Company recorded interest expense of $168,312 and amortization of debt discount of $217,977.

~~The~~NOTE ~~Company~~4 is– ~~not~~DERIVATIVE a party to any other pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.LIABILITIES

~~NOTE~~The 7Company ~~–Change~~analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of ~~Control~~shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

OnASC ~~October~~815 5,requires ~~2020,~~we ~~Kryptos~~assess ~~Art Technologies, Inc, (“Kryptos”), an Ontario corporation purchased 2,500,000 shares of Tiburon International Trading Corp. (~~the ~~“Company”)~~fair ~~from~~market ~~Yun~~value ~~Cai, who was the Company’s Chief Executive Officer, President, Chief Financial Officer and Director~~ of ~~the~~derivative ~~Company.~~liability Asat ~~a result of this sale, Kryptos became~~ the ~~majority~~end ~~shareholder~~ of ~~the~~each ~~Company. The~~reporting ~~shares~~period ~~owned~~and byrecognize ~~Kryptos~~any ~~represent~~change ~~approximately 71.87% of~~ in the ~~Company’s~~fair ~~outstanding~~market ~~common~~value ~~stock.~~as ~~The~~other ~~purchase~~income ~~price~~or ~~was~~expense ~~$232,467~~item. ~~The funds were funds of Kryptos. Kryptos is controlled by Victoria Glynn.~~

OnThe ~~October~~Company 5,determined ~~2020,~~our ~~Yun~~derivative ~~Cai~~liabilities ~~resigned~~to be a Level 3 fair value measurement and used the Black-Scholes Merton pricing model to calculate the fair value as of July 31, 2021. The Black-Scholes Merton model requires six basic data inputs: the ~~Company’s~~exercise ~~CEO~~or strike price, ~~President~~time to expiration, ~~CFO~~the risk-free interest rate, ~~Sole~~the ~~Director~~current stock price, the estimated volatility of the stock price in the future, and ~~Secretary~~the dividend rate. MrChanges to these inputs could produce a significantly higher or lower fair value measurement. ~~Brian~~The ~~McWilliams~~fair ~~was~~value ~~appointed~~of each convertible note is estimated using the ~~Chief~~Black-Scholes ~~Executive~~Merton ~~Officer,~~valuation ~~President~~model, ~~Secretary~~except for the Oasis note that is in default and ~~Sole~~is calculated ~~Director~~on ofa ~~the~~conversion ~~Company~~liability with no duration.

~~Mr.~~For ~~McWilliams~~the ~~has~~six ~~stepped~~months ~~down~~ended asJuly ~~CEO~~31, ~~and~~2021, ~~Patricia~~the ~~Trompeter~~estimated ~~has~~fair ~~stepped~~values inof asthe ~~CEO~~liabilities measured on ana ~~interim~~recurring basis. are as follows:

NOTE 8 – SUBSEQUENT EVENTS

	Six Months Ended
	July 31,
	2021
Expected term	0.05 - 1.00 years
Expected average volatility	1.38 - 231	%
Expected dividend yield	-
Risk-free interest rate	0.01 - 0.05	%

The ~~Company~~following ~~has~~table ~~evaluated~~summarizes ~~subsequent~~the ~~events~~changes ~~from~~in ~~April~~the ~~30,~~derivative ~~2021~~liabilities ~~through~~during the ~~date~~six ~~these~~months ~~financial~~ended ~~statements~~July ~~were~~31, ~~issued and determined the following events require disclosure~~2021:

● The Company will issue 20,000 shares to each of its 4 directors on December 31, 2021 for a total of 80,000 shares.

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - January 31, 2021	$	469,589
Addition of new derivatives recognized as debt discounts		8,308
Loss on change in fair value of the derivative		362,140
Balance - July 31, 2021	$	840,037

NOTE 5 – WARRANTS

During the year ended January 31, 2021, 291,775 warrants were granted for a period of five years from issuance, at a price of $1.10 per share. The intrinsic value at July 31, 2021 was $0. The Company values the warrants using the Black Scholes model, with appropriate assumptions for warrant life, stock value, risk free interest rate, and volatility.

A summary of activity during the nine months ended July 31, 2021 follows:

	Warrants Outstanding
	Number of		Weighted Average		Weighted Average Remaining Contractual life
	warrants		Exercise Price		(in years)
Outstanding, January 31, 2021		291,775	$	1.10		4.80
Granted		-		-		-
Reset feature		-		-		-
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, July 31, 2021		291,775	$	1.10		4.56

Exercisable, July 31, 2021		291,775	$	1.10		4.56

F-9

NOTE 6 – LOAN PAYABLE

On July 28, 2021, the Company issued a promissory note in amount of $21,000. The term of note is on demand, unsecured and without interest.

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company has 150,000,000 shares of common stock authorized with a par value of $0.001 per share.

During the six months ended July 31, 2021, the Company issued common stock as follows:

	●	100,000 shares at price of $1.00 per share, for cash and stock payable.

	●	900,000 shares value at $1.00 per share, for services to be provided over a 1 year term. As of July 31, 2021, the Company recorded as part of equity, deferred stock compensation of $450,000.

As of July 31, 2021 and January 31, 2021, the Company had 55,216,680 and 54,216,680 shares of common stock issued and outstanding, respectively.

NOTE 8 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

During the six months ended July 31, 2021, Rutherglen Value Enhancements Inc (“Rutherglen”) invested $113,000 for convertible notes. Rutherglen is owned and managed by Brian McWilliams, a former employee and investor in FACT, Inc.

For the six months ended July 31, 2021, the Company’s accrued salary of $12,014, to a member of the Board of Directors.

In the 4^th quarter of 2020, Kryptos Art Technologies, Inc, a majority shareholder in FACT, Inc, entered into a contract with SRAX on behalf of Fact, Inc. The contract was signed by Brian McWilliams who was CEO of FACT, Inc at the time and the owner of Kryptos Art Technologies. SRAX is an operating system and investor relations platform that allows you to track the buying and selling of your publicly traded stock to give you insights across marketing channels. It allows you to target investors and present shareholders to increase your capital. The cost of the platform was $900,000 which was payable in FACT, Inc stock. The system became functional in March of 2021 and shall remain in place until March 2022. FACT, Inc plans to approach SRAX in March of 2022 to negotiate a reduced fee or credit for the platform fees for 2022-2023.

NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from July 31, 2021 through the date these financial statements were issued and determined the following events require disclosure:

	●	The Company will issue 20,000 shares to each of its four (4) directors on December 31, 2021 for a total of 80,000 shares.

	●	The Directors have agreed to defer their payments until FACT, Inc can raise adequate funds to make such payments.

F-10

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the Company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the Company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the Company’s results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved.

A complete discussion of these uncertainties are contained in our Annual Financial Statements included in the Form 10-K for the fiscal year ended January 31, ~~2020~~2021, as filed with the Securities and Exchange Commission on ~~March~~September 324, ~~2020~~2021.

Introduction

Tiburon International Trading, Corp (“Tiburon”) was established under the laws of the State of Nevada on February 17, 2017. Tiburon was established as a development stage company focusing its business on the distribution of air infiltration valves manufactured in China to markets in Europe and in the Commonwealth of Independent States (CIS). On October 5, 2020, Kryptos Art Technologies, Inc, (“Kryptos”), an Ontario corporation, purchased 2,500,000 shares of Tiburon from Yun Cai, who was the Chief Executive Officer, President, Chief Financial Officer and Director of Tiburon. As a result of this sale, Kryptos became the majority shareholder of the Tiburon. The shares owned by Kryptos represent approximately 71.87% of Tiburon’s outstanding common stock. The purchase price was $232,467. The funds were funds of Kryptos. Kryptos is controlled by Victoria Glynn.

Mr. McWilliams was appointed Tiburon’s Chief Executive Officer on October 5, 2020. On October 8, 2020, Kryptos, as the holder of approximately 71% of the voting stock of the Company executed a shareholder consent to effect a name change of the Tiburon to Fact, Inc. The Company wound down operations of the historic Tiburon business, which had largely been curtailed by prior management because of COVID-19 and lack of capital necessary for expansion of the website and product offerings.

Kryptos had been working on a technology designed to detect and eliminate fraud in the art world. Kryptos has assigned all of its technological know-how in this area to the Company which we will pursue as our primary business operations. In connection therewith, the Company has entered into and is negotiating a series of development and consulting agreements with software and hardware developers to complete the development of our products The Company expects to enter into a license agreement to utilize fraud detection technology in the art area. The Company expects to enter into such license agreement with an award winning forensic ballistic technology company that revolutionized the Criminal Justice system’s approach to ballistics.

On October 8, 2020, Kryptos, as the holder of approximately 71% of the voting stock of Tiburon, executed a shareholder consent to effect a name change of Tiburon to Fact, Inc. FACT is a leading innovator of bringing forensic technology to the art world. Using white light interferometry, FACT takes a non-destructive unique digital fingerprint of the art using over 10,000 unique scans. These scans, measured at two (2) microns, 1/50^th of a human hair, are unable to be reproduced or forged. Scans are compared to one another by a computer algorithm to verify the paintings authenticity.

We plan to market to various channels in different capacities including, but not limited to, subscription models, leasing models, and individual point of sale models. The fees for our different models will range from a flat fee to a percentage of sales fee. We are hopeful the Company will commence its marketing efforts in Company’s ~~second~~first quarter ending April 30, 2022, with the hope that the product may launch in the Company’s second quarter ending July 31, 2022.

The following is a discussion of our financial condition, results of operations, financial resources, and working capital. This discussion and analysis should be read in conjunction with our financial statements contained in this Form 10-Q.

OVERVIEW

The Company’s sales from continuing operations for the ~~three~~six months ended ~~April~~July 3031, 2021 and 2020 were $0 and $0, respectively.

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Results of Operations.

~~The following tables set forth certain selected condensed~~Three ~~statement~~months ofended ~~operations~~July ~~data for the periods indicated in dollars. In addition~~31, we2021 ~~note~~compared ~~that the period-~~to~~-period~~ ~~comparison~~three ~~may~~months ~~not~~ended ~~be indicative~~July of31, ~~future performance.~~2020:

	Three months ended April 30				Variation
	2021		2020		$		%
Revenue	$	-	$	-	$
Cost of Goods sold		-		-
Gross Profit		-		-
Operating Expenses		328,354		3,647		324,707		8903.40	%
Income (loss) from operations		328,354		3,647		324,707		8903.40	%
Net Loss per common Share	$	0.01	$	0.00	$	0.01

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended July 31, 2021 and 2020.

	Three Months Ended
	July 31,
	2021			2020			Change
Revenue	$	-		$	-		$	-
Operating expenses		267,466			2,160			265,306
Other expenses		749,399			-			749,399
Net loss	$	(1,016,865	)	$	(2,160	)	$	(1,014,705	)

During the three months ended July 31, 2021 and 2020, we did not have any revenues.

Our financial statements report a net loss of $1,016,585 for the three months ended July 31, 2021 compared to a net loss of $2,160 for the three months ended July 31, 2020.

~~Revenues~~Our operating expenses for the three months ended July 31, 2021 were $267,466 compared to $2,160 for the three months ended July 31, 2020. For the three months ended July 31, 2021, operating expenses consists of professional fees of $10,182, advertising and marketing of $12,000 and general and administrative expenses of $245,284. General and administrative expenses increased primarily in 2021 due to the issuance of common shares for services valued at $225,000 and salary of $20,000.

~~During~~ For the three months ended ~~April~~ ~~30,~~July ~~2021 and April 30~~31, 2020, ~~the~~operating ~~Company~~expenses ~~did~~consisted ~~not~~of ~~generate~~general ~~any~~and ~~revenue.~~administrative Aexpenses ~~workable~~of ~~prototype (the “Prototype”) is expected to be ready during the Company’s second quarter ending July 31~~$2, ~~2022~~160.

~~Revenue~~Our other ~~are~~expenses ~~expected~~for the three months ended July 31, 2021 was $1,016,865 compared to be$0 ~~generated~~for ~~from~~the ~~several~~three months ended July 31, 2020. For the ~~key~~three ~~channels~~months asended ~~outlined~~July ~~below~~31, 2021, other expenses consist of interest expense of $207,696 (including amortization debt discount of $49,597) and loss of change in fair value of derivative liability of $541,703.

~~FACT~~Six months ~~will~~ended beJuly ~~marketed~~31, to2021 ~~five~~compared ~~(5)~~to ~~main~~six ~~channels~~months ~~with a~~ended ~~variety~~July of31, ~~ancillary packages~~2020:

	(1)	Financial Markets – Art Insurance & Art Secured Lending
	(2)	Sales Markets – Auction Houses, Art Dealers, & Gallery Sales
	(3)	Logistics Markets – Shipping/Transport Companies, Storage facilities, & Ancillary Services
	(4)	Collectors Market – Private Museums, Institutions & Collectors
	(5)	Individual Market – Scans at an select FACT location

The following summary of our operations should be read in conjunction with our unaudited financial statements for the six months ended July 31, 2021 and 2020.

FACT is hopeful that it will also have an ancillary channel: Leasing of FACT device and software to clients who want unlimited on demand scans which can be added on any of the above subscription packages.

	Six Months Ended
	July 31,
	2021			2020			Change
Revenue	$	-		$	-		$	-
Operating expenses		727,730			5,807			721,923
Other expenses		748,429			-			748,429
Net loss	$	(1,476,159	)	$	(5,807	)	$	(1,470,352	)

~~Each channel will be priced in a different capacity~~During tothe ~~reflect~~six ~~the~~months ~~service~~ended ~~provided~~July to31, ~~such~~2021 ~~channel.~~and ~~Revenues~~2020, ~~are~~we ~~expected~~did ~~from~~not ~~the~~have ~~following~~any ~~areas:~~revenues.

~~Individual~~Our financial ~~scans~~statements -report ~~Scans~~a net loss of $1,476,159 for ~~individuals~~the ~~who~~six ~~want~~months ended July 31, 2021 compared to a net loss of $5,807 for the ~~one~~six ormonths ~~two~~ended ~~time~~July ~~FACT~~31, ~~Scans~~2020.

~~Salesman~~Our operating ~~Package~~expenses -for ~~These~~the ~~are~~six ~~scans~~months ~~that~~ended ~~would~~July be31, ~~purchased~~2021 were $727,730 compared to $5,807 for the six months ended July 31, 2020. For bythe ~~Auction~~six ~~houses~~months ended July 31, ~~dealers~~2021, operating expenses consists of professional fees of $71,535, advertising and ~~gallery~~marketing ~~owners~~of to$146,000 and ~~verify~~general ~~that~~and ~~the~~administrative ~~painting~~expenses isof ~~authentic~~$510,195. asGeneral ~~well~~and asadministrative ~~verification~~expenses increased primarily in 2021 due to the ~~shipping/logistics~~issuance ~~process~~of common shares for services valued at $450,000 and salary of $59,373.

~~Financial package - Art Insurers and Art Secured Lenders~~For ~~would use FACT to ensure that~~ the ~~painting~~six ~~they~~months ~~are~~ended ~~inuring/lending~~July ~~against is not a forgery. In addition~~31, ~~if the painting is held as collateral~~2020, ~~the~~operating ~~owner~~expenses ~~can~~consisted ~~make~~of ~~sure~~general ~~that~~and ~~the~~administrative ~~painting~~expenses ~~returned~~of ~~is authenticated~~$5,807.

~~Logistics~~Our other ~~package~~expenses -for ~~Warehouse~~the ~~and~~six ~~Shipping~~months ~~experts who~~ended ~~specialize~~July in31, ~~art~~2021 ~~would~~was ~~use~~$748,429 compared to $0 for the ~~FACT~~six ~~system~~months toended ~~verify~~July 31, 2020. For the ~~painting~~six months ~~that~~ended ~~left~~July ~~point~~31, A2021, isother ~~the~~expenses ~~same~~consist ~~that~~of ~~arrived~~interest atexpense ~~point~~of B.$386,289 In(including ~~addition~~amortization of debt discount of $217,977) ~~FACT’s~~and ~~GPS~~loss ~~system~~of ~~provides~~change ~~real~~in ~~time~~fair ~~location~~value ~~tracking~~of derivative liability of $362,140.

~~Collectors package - Private museums, Foundations,~~Liquidity &and ~~Institution~~Capital ~~Collectors would use the FACT system to authenticate a piece of art that for example was loaned to a museum for an exhibit.~~Resources

~~Cost~~The following table provides selected financial data about our company as of ~~Goods~~July ~~Sold~~31, 2021 and January 31, 2021.

For the three months ended April 30, 2021 and 2020, the Company recognize expenses respectively for cost of goods sold.

Operating expenses

Total expenses and professional fees incurred for the three months ended April 30, 2021 and 2020 was $ 15,000 and $3,647 respectively.

General and Administrative – General and administrative expenses for the three months ended April 30, 2021 and 2020 totaled $36,588 and $3,647, respectively.

~~Liquidity and capital resources~~Working Capital

Initially, we anticipate the Company will be funded from investors, through the sale of debt or equity securities.

	July 31,			January 31,
	2021			2021			Change
Cash and cash equivalents	$	279		$	9,945		$	(9,666	)

Current Assets	$	1,321		$	12,237		$	(10,916	)
Current Liabilities	$	1,479,316		$	664,482		$	814,834
Working Capital (Deficiency)	$	(1,477,995	)	$	(652,245	)	$	(825,750	)

~~On November 20, 2020, Fact, Inc. the Company and Oasis~~Stockholders’ ~~Capital,~~deficit ~~LLC~~was ~~(“Oasis”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell and Oasis agreed to purchase~~ $~~730~~1,~~000 principal amount of convertible promissory notes (the “Note”) for a purchase price of $610~~590,~~000~~254 ~~which includes a 20% original issue discount and $10,000 of expenses. On November 20, 2020, Oasis funded $250,000 (the “First Tranche”)~~ as of ~~November~~July 1931, ~~2020~~2021 ~~and~~compared ~~the Company has in turn agreed~~ to ~~issue~~stockholders’ todeficit ~~Oasis a note in the principal amount~~ of $~~310~~652,~~000.~~245 ~~Under~~as ~~the Purchase agreement, the Company will sell Oasis an additional promissory note in the principal amount~~ of ~~$420,000~~January ~~and issue an additional note for a purchase price of $350~~31,~~000~~ (the “Second Tranche”) upon the Company’s filing of a registration statement with the Securities and Exchange Commission (the “SEC”), pursuant to the registration rights agreement (the “Registration Rights Agreement”) entered into by and between the Company2021. The ~~maturity~~increase ~~date for each of the~~in ~~First~~current ~~Tranche~~liabilities ~~and the Second Tranche~~ is ~~six~~primarily ~~(6)~~due ~~months~~to ~~from~~an ~~the~~increase ~~date on which Oasis funds the respective portion~~ of ~~the Note. The interest rate of the Note is 10% annum. The Note is~~ convertible ~~into shares of the Company’s common stock~~notes, ~~par~~loan ~~value~~payable ~~$.001~~and ~~(the~~an ~~“Common Stock”)~~increase atin ~~the~~derivative ~~option of the holder~~liability.

~~In addition, in connection with the Purchase Agreement,~~Cash ~~the Company issued to Oasis 100,000 shares of Common Stock and a five year warrant (the “Warrant”) to purchase up to 250,000 shares of Common Stock at a price equal to $1.10 per share.~~Flows

On November 20, 2020, the Company and Oasis entered into an Equity Purchase Agreement (the “EPA”), whereby Oasis has committed to purchase $10,000,000 worth of Common Stock, as requested by the Company (the “Equity Line”). The Company’s ability to draw upon the Equity Line is subject to the effectiveness of a registration statement with the SEC and certain other contingencies. The Company entered into the Registration Rights Agreement with Oasis pursuant to the EPA.

	Six Months Ended
	July 31,
	2021			2020
Cash used in operating activities	$	(252,186	)	$	(5,607	)
Cash provided by Investing Activities	$	-		$	-
Cash provided by financing activities	$	242,520		$	5,650
Net Change In Cash	$	(9,666	)	$	43

~~In connection with the EPA, the Company issued to~~Operating Oasis an aggregate amount of 250,000 shares of Common Stock, of which 100,000 shares will be restricted until Oasis funds at least $1,000,000 under the Equity Line. Purchases made under the EPA will be made at a 15% discount under marketActivities

We have ~~may~~not ~~raise~~generated ~~additional~~positive ~~funds~~cash ~~through~~flows from operating activities. For the ~~sale~~six ofmonths ended July 31, 2021, net cash flows used in operating activities was $252,186 consisting of a net loss of 1,476,159 reduced by amortization of debt discount of $217,977, stock-based compensation of $450,000, net change in working capital of $69,856, and~~/or~~ ~~equity~~loss of change in ~~the~~fair ~~future~~value of derivative liability of $362,140. The loss on derivative liability was due to the increase of the liability primarily from the drop on stock price at July 31, 2021 as compared to January 31, 2021

~~We anticipate that material expenditures in~~ For the ~~next~~ six ~~(6)~~ months ~~will~~ended ~~include~~July ~~development costs for the software and the firmware as well purchases of the hardware. The Company estimates that development of the Prototype should cost approximately $500~~31,~~000~~ ~~to $700~~2020,~~000~~ innet ~~upfront~~cash ~~software~~flows ~~and~~used ~~firmware~~in ~~development~~operating ~~costs.~~activities ~~The Company~~was also anticipates it will require several pieces of hardware, including, but not limited to, an interferometer, scanning arms, vans, computers, monitors, and other related items. The Company anticipates costs of approximately $25,~~000~~607,~~000~~ ~~with~~consisting ~~associated hard assets. We have entered into an agreement with CurrencyWorks USA, Inc. to oversee development~~ of ~~the~~a ~~front-end~~net ~~platform~~loss of ~~our system. The total cost of development is~~ $~~200~~5,~~000 to be paid over a period of six (6) months. Finally~~807, ~~we have contracted Business Interest Group (BIG)~~reduced toby ~~assist~~depreciation ~~us in overseeing and managing the development~~ of ~~the block-chain and/or cryptocurrency platform for~~ $~~37,500 per month for 13 months~~200.

~~While we are hopeful that the initial capital expenditures~~Investing will be covered by investor funds (see the description of the Oasis EPA above for detailed explanation), ongoing cash flows from operations will fund future expenditures. We anticipate that future expenditures post product launch in the Company’s second fiscal quarter of 2021 will include normal expenses from operations, including, but not limited to, salaries, R&D, PP&E purchases, and marketing expenses. We anticipate there will be ongoing research and software development as the Company expands into future lines of business such as other collectibles.Activities

Cash flows from operations are expected to commence at the beginning of the Company’s second fiscal quarter of 2021, slowly increasing at a slight percentage until the end of the Company’s 2021 fiscal year. The ~~Company expects its operations to result in negative net cash flow throughout the Company’s fiscal 2021. Towards~~ ~~the end of fiscal 2021, the~~ Company ~~expects~~did tonot ~~increase~~use ~~net~~any ~~cash~~funds ~~flow~~for ~~due~~investing toactivities anduring ~~anticipated increase in~~ the ~~Company’s~~six ~~expected~~months ~~revenue and~~ended aJuly ~~decrease in its expected R&D expenditures for the Company’s fourth fiscal quarter of 2021, ending January~~ 31, as2021 ~~compared to the Company’s expected revenue~~ and ~~R&D expenditures, respectively, for the Company’s first fiscal quarter of 2021~~2020. ~~There can be no assurances that the Company will achieve any revenues in fiscal 2021.~~

Financing Activities

For six months ended July 31, 2021, net cash provided by financing activities was $242,520, consisting of issuance common stock of $80,020, issuance convertible notes of $141,500 and issuance promissory note of $21,000.

For six months ended July 31,2020, net cash provided by financing activities was $5,650, consisting of loan from related party of $5,650.

Critical Accounting Policies

We believe that several accounting policies are important to understanding our historical and future performance. We refer to these policies as “critical” because these specific areas generally require us to make judgments and estimates about matters that are uncertain at the time we make the estimate, and different estimates—which also would have been reasonable—could have been used, which would have resulted in different financial results.

~~Inflation~~Our management’s discussion and analysis of financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and make various assumptions, which management believes to be reasonable under the circumstances, which form the basis for judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The notes ~~Company’s~~to ~~results~~our ofcondensed ~~operations~~financial ~~have~~statements ~~not been~~contained ~~affected~~herein bycontain ~~inflation~~a ~~and~~summary ~~management~~of ~~does~~our ~~not~~significant ~~expect~~accounting ~~inflation~~policies. toWe ~~have~~consider athe following ~~material~~accounting ~~impact~~policies oncritical ~~its~~to ~~operations~~the inunderstanding of the ~~future.~~results of our operations:

Convertible Financial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

Derivative financial instruments - Derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement, or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). Contracts which (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) that contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company assesses classification of its common stock purchase warrants and derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.

Beneficial Conversion Feature - The issuance of the convertible debt generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid-in capital). The discount is amortized to interest expense over the term of the convertible debt.

Share-Based Compensation

Off- Balance Sheet Arrangements

The Company currently does not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e)) as of ~~April~~July 3031, 2021, the end of the period covered by this Quarterly Report on Form 10-Q.

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer (Principal Financial and Accounting Officer) concluded that, as of ~~April~~July 3031, 2021, our internal control over financial reporting was not effective as of the end of the period covered to ensure that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to the Company’s management, including its principal executive officer and its principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer, and our Principal Financial and Accounting Officer, to allow timely decisions regarding required disclosure.

During 2020, we identified material weaknesses in our internal control over financial reporting, which were disclosed in our annual report on Form 10-K filed with the SEC on September 24, 2021.

7CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

~~CHANGES~~There were INno ~~INTERNAL~~changes ~~CONTROL~~in ~~OVER~~our ~~FINANCIAL~~internal ~~REPORTING~~control over financial reporting that occurred during the last fiscal quarter, (i.e., the three months ended July 31, 2021), that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter, (i.e., the three months ended April 30, 2021), that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.8

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 19, 2021, the Company issued to MSW PROJECTS LTD 50,000 shares of Common Stock.

On February 9, 2021, the Company issued to MSW PROJECTS LTD 100,000 shares of Common Stock.

On March 24, 2021, the Company issued to SAX INC 100,000 shares of Common Stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

8ITEM 4. MINE SAFETY DISCLOSURES

~~ITEM 4~~Not applicable. ~~MINE SAFETY DISCLOSURES~~

~~Not~~ITEM 5. ~~applicable~~OTHER INFORMATION.

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

~~None.~~WHERE YOU CAN FIND ADDITIONAL INFORMATION

~~WHERE~~We have ~~YOU~~filed ~~CAN~~with ~~FIND~~the ~~ADDITIONAL~~Securities ~~INFORMATION~~and Exchange Commission this Form 10-Q, including exhibits. You may read and copy all or any portion of the registration statement or any reports, statements or other information in the files at SEC’s Public Reference Room located at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m.

~~We have filed with the Securities and Exchange Commission~~You ~~this~~can ~~Form~~request ~~10-Q,~~copies ~~including~~of ~~exhibits.~~these ~~You~~documents ~~may~~upon ~~read~~payment ~~and~~of ~~copy~~a ~~all~~duplicating orfee ~~any~~by ~~portion~~writing ofto the ~~registration~~Commission. ~~statement~~You ormay ~~any~~call ~~reports,~~the ~~statements~~Commission at or1-800-SEC-0330 ~~other~~for further information inon the ~~files~~operation atof ~~SEC’s~~its ~~Public~~public ~~Reference~~reference ~~Room~~room. ~~located~~Our atfilings, ~~100~~including Fthe ~~Street,~~registration ~~NE.~~statement, will ~~Washington,~~also DCbe ~~20549,~~available onto ~~official business~~you ~~days~~on ~~during~~ the ~~hours~~website ofmaintained 10by ~~a.m.~~the toCommission 3at phttp://www.msec.gov.

~~You~~We intend ~~can~~to ~~request~~furnish ~~copies~~our ofstockholders ~~these~~with ~~documents~~annual ~~upon~~reports ~~payment of~~which awill ~~duplicating~~be ~~fee~~filed byelectronically ~~writing~~with to the ~~Commission. You may call the Commission at 1-800-~~SEC~~-0330~~ ~~for~~containing ~~further~~financial ~~information on the operation~~statements ofaudited ~~its~~by ~~public~~our ~~reference~~independent ~~room.~~auditors, ~~Our~~and ~~filings,~~to ~~including~~make ~~the~~available ~~registration~~to ~~statement,~~our ~~will~~stockholders ~~also~~quarterly bereports ~~available~~for tothe ~~you~~first onthree ~~the~~quarters ~~website~~of ~~maintained~~each byyear ~~the~~containing ~~Commission~~unaudited atinterim ~~http://www~~financial statements.~~sec.gov.~~

WeOur website ~~intend~~is tolocated ~~furnish~~at ~~our~~http://www.factsecured.com. ~~stockholders~~The ~~with~~Company’s ~~annual reports~~website ~~which~~and ~~will be filed electronically with~~ the ~~SEC~~information ~~containing~~to ~~financial~~be ~~statements~~contained ~~audited~~on bythat ~~our independent auditors~~site, or ~~and~~connected to ~~make available~~that tosite, ~~our~~is ~~stockholders~~not ~~quarterly~~part ~~reports for the first three quarters~~ of ~~each~~or ~~year~~incorporated ~~containing~~by ~~unaudited~~reference ~~interim~~into ~~financial~~this ~~statements~~filing.

Our website is located at http://www.factsecured.com. The Company’s website and the information to be contained on that site, or connected to that site, is not part of or incorporated by reference into this filing.9

ITEM 6. EXHIBITS

(a)		Exhibits.
31.1		Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2		Certification of our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

101 INS		Inline XBRL Instance Document
101 SCH		Inline XBRL Taxonomy Extension Schema Document
101 CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101 LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101 PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~10

~~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.~~SIGNATURES

~~Date:~~Pursuant to ~~September~~the 27requirements of the Securities Exchange Act of 1934, ~~2021~~the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~FACT, INC. By~~Date: October ~~/s/~~21, ~~Patricia Trompeter Patricia Trompeter Chief Executive Officer~~2021

10FACT, INC. By: /s/ Patricia Trompeter Patricia Trompeter Chief Executive Officer

~~EXHIBIT INDEX~~11

31.1		Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of our Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2		Certification of our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

Filing Compare · FACT, Inc.