UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q

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

For the quarterly period ended March 31, 2023

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

Commission file number 333-208931

GLACIER WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Nevada		35-2539888
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

10390 Santa Monica Boulevard, Los Angeles, California 90025

(Address of principal executive offices)

310-359-6791

(Issuer’s telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class		Trading 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 7(a)(2)(B) ☐

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

As of May 15, 2023, there were 100,617,900 outstanding shares of the registrant’s common stock.

GLACIER WORLDWIDE, INC.

QUARTERLY REPORT ON FORM 10-Q

March 31, 2023

TABLE OF CONTENTS

		Page

Special Note Regarding Forward Looking Statements		3

Part I – Financial Information		4

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	9

Part II – Other Information		10

Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	11
	Signatures	12

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions.

A description of these and other risks and uncertainties that could affect our business appears in the section captioned “Risk Factors” in our Annual Report on Form 10-K which we filed with the Securities and Exchange Commission (“SEC”) on March 29, 2023 (the “Form 10-K”). The risks and uncertainties described under “Risk Factors” are not exhaustive.

Given these uncertainties, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

GLACIER WORLDWIDE, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023 (UNAUDITED)

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Condensed Consolidated Balance Sheets at March 31, 2023 (Unaudited) and December 31, 2022		F-1

Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)		F-2

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2023 and 2022 (Unaudited)		F-3

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)		F-4

Notes to Condensed Consolidated Financial Statements (Unaudited)		F-5

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Glacier Worldwide, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	As of			As of
	March 31,			December 31,
	2023			2022
ASSETS
Current Assets
Cash	$	11,192		$	53,699
Total current assets		11,192			53,699
					-
Total Assets	$	11,192		$	53,699

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		119,493			94,579
Due to related party		15,998			15,998
Total current liabilities		135,491			110,577

Total Liabilities		135,491			110,577

Stockholders' Equity (Deficit)
Series A Preferred stock: 10,000,000 shares authorized; $0.001 par value no shares issued and outstanding		-			-
Common stock: 150,000,000 shares authorized; $0.001 par value 100,617,900 shares issued and outstanding as of March 31,2023 and December 31,2022, respectively		100,618			100,618
Additional paid in capital		285,733			285,733
Accumulated deficit		(510,650	)		(443,229	)
Total Stockholders' Equity (Deficit)		(124,299	)		(56,878	)
Total Liabilities and Stockholders' Equity (Deficit)	$	11,192		$	53,699

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

F-1

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Glacier Worldwide, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 31,
	2023			2022

Revenues	$	-		$	-

Operating Expenses
General and administrative		804			161
Professional fees		66,618			26,996
Total Operating Expenses		67,422			27,157

Loss from operations		(67,422	)		(27,157	)

Other Income (Expense)
Interest income		1			4
Net Other Income		1			4

Loss Before Provision for Income Taxes		(67,421	)		(27,153	)

Provision for Income Taxes		-			-

Net Loss	$	(67,421	)	$	(27,153	)

Net loss per common share: Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding: Basic and Diluted		100,617,900			100,431,383

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

F-2

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Glacier Worldwide, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

For the Three Months ended March 31, 2023

					Additional
	Common Stock				Paid in		Accumulated
	Number of Shares		Amount		Capital		Deficit			Total

Balance - December 31, 2022		100,617,900	$	100,618	$	285,733	$	(443,229	)	$	(56,878	)

Net loss		-		-		-		(67,421	)		(67,421	)
Balance - March 31, 2023		100,617,900	$	100,618	$	285,733	$	(510,650	)	$	(124,299	)

For the Three Months ended March 31, 2022

	Common Stock				Additional		Common stock
	Number of Shares		Amount		Paid in Capital		to be issued			Accumulated Deficit			Total

Balance - December 31, 2021		100,076,400	$	100,076	$	15,525		270,750		$	(324,459	)	$	61,892

Issuance common stock related to subscription		541,500		542		270,208		(270,750	)		-			-
Net loss		-		-		-		-			(27,153	)		(27,153	)
Balance - March 31, 2022		100,617,900	$	100,618	$	285,733		-		$	(351,612	)	$	34,739

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

F-3

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Glacier Worldwide, Inc.

Condensed Consolidated Statement of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(67,421	)	$	(27,153	)
Changes in current assets and liabilities:
Accounts payable and accrued liabilities		24,914			4,059
Due to related party		-			313
Net cash used in operating activities		(42,507	)		(22,781	)

Net cash increase for the period		(42,507	)		(22,781	)
Cash at beginning of period		53,699			173,139
Cash at end of period	$	11,192		$	150,358

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for subscription	$	-		$	270,750

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

F-4

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Glacier Worldwide, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(Unaudited)

NOTE 1 – ORGANIZATION, BUSINESS AND GOING CONCERN

Organization and Operation

Glacier Worldwide, Inc. (the “Company”) was formed on August 17, 2015, originally as PostAds, Inc., in the State of Nevada as a reorganization of a sole proprietor business with an inception date of August 26, 2013. On January 6, 2021, the Company changed its name to Glacier Worldwide, Inc. (the “Company”).

The Company has not commenced operations and currently has no planned principal operations. Its activities since inception include devoting substantially all of its efforts to business planning and development. The Company has generated no revenue from operations. The Company’s activities during this development stage are subject to significant risks and uncertainties.

Going Concern

The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company has incurred operating losses of $67,421 for the three months ended March 31, 2023, and has an accumulated deficit of $510,650 as of March 31, 2023.

Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavours.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, shareholder loans, and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated 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 condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, as filed with the SEC on March 29, 2023.

F-5

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Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiary, Drnq Budz Inc. All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

Cash

Cash consists of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. We maintain cash and cash equivalent balances with financial institutions that exceed federally-insured limits. We have not experienced any losses related to these balances, and we believe the credit risk to be minimal. The Company does not have any cash equivalents.

NOTE 3 - RELATED PARTY CONSIDERATIONS

During the three months ended March 31, 2023, and 2022, the Company’s Principal Executive Officer advanced to the Company an amount of $0 and $313, respectively.

As of March 31, 2023, and December 31, 2022, the Company was obliged to the Principal Executive Officer, for an unsecured, noninterest bearing demand loan balance of $15,998, respectively.

F-6

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NOTE 4 - STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 10,000,000 shares of Preferred Stock with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

As of March 31, 2023, and December 31, 2022, the Company had no shares of Preferred Stock issued and outstanding.

Common Stock

The Company has authorized 150,000,000 shares of Common Stock with a par value of $0.001 per share. Each share of Common Stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the three months ended March 31, 2022, the Company issued 541,500 shares of Common Stock in related to subscription of $270,750 cash during year ended December 31, 2021.

As at March 31, 2023 and December 31, 2022, the Company had 100,617,900 shares of Common Stock issued and outstanding, respectively.

NOTE 5 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

F-7

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ITEM 2. Management’s Discussion and Analysis Of Financial Condition and Results of Operations.

Cautionary Forward - Looking Statement

The following management’s discussion and analysis should be read in conjunction with our historical financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors” in our Annual Report on Form 10-K, which we filed with the Securities and Exchange Commission (“SEC”) on March 29, 2023, that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

Organization and Operations

The Company was formed on August 17, 2015 in the State of Nevada under the name PostAds, Inc. to provide an online market place. On January 6, 2021, the Company changed its name from PostAds, Inc. to Glacier Worldwide, Inc.

Currently the Company has not commenced operations and currently has no planned principal operations. Its activities since inception include devoting substantially all of its efforts to business planning and development. The Company has generated no revenue from operations.

In July 2020 the Company consummated an agreement (the “Exchange Agreement’) with Breyon Prescott, pursuant to which Mr. Prescott contributed his wholly-owned subsidiary (“Drnq Budz” or the “Subsidiary”) to the Company in consideration for 78,000,000 shares of our common stock. Mr. Prescott owns approximately 78% of the Company’s outstanding shares.

In August 2019, Mr. Prescott and his colleague Jason Martin formed Glacier Sports Agency, Inc. (“Glacier Sports”). Glacier Sports represents athletes in their contract negotiations for professional sports clubs and teams. Glacier Sports also assists their clients with sponsorships, public relations and endorsement deals.

The Company is currently in negotiations to acquire up to six (6) sports injury recovery and prevention centers (“Recovery Centers”) in the Los Angeles, California area. The Recovery Centers provide physical therapy and frontline injury treatment to patients that have suffered a sports related injury. The Recovery Centers also engage in sports injury management, which is the management of a specific injury such that it allows an individual to return to their chosen sport without damaging or compromising their body.

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Given Mr. Prescott’s engagement with Glacier Sports, the Company feels acquiring the Recovery Centers would be a good cultural fit, create dynamic synergies, and would be an important step in growing the Company.

The Company is further exploring options to engage in apparel production and manufacturing. The Company aims to sell private label clothing, such that a manufacturer will develop styles of blank products and let customers purchase units and customize with their own branding.

We believe Mr. Prescott’s history and experience in the entertainment, media and music industries allows our Company the unique opportunity to leverage his relationships and networks to continue to create business opportunities and growth within our Company.

The Company intends to pursue these opportunities within the next twelve (12) months.

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at March 31, 2023. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of March 31, 2023, the date of issuance of this Quarter Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained.

RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the period ended March 31, 2023, which are included herein.

Our operating results for the three months ended March 31, 2023, and 2022 and the changes between those periods for the respective items are summarized as follows.

Three months ended March 31, 2023, compared to Three months ended March 31, 2022:

Our operating results for the three months ended March 31, 2023, and 2022 are summarized as follows:

	Three Months Ended
	March 31,
	2023		2022		Change
Revenues	$	-	$	-	$	-
Operating expenses		67,422		27,157		40,265
Other income		1		4		(3	)
Net loss	$	67,421	$	27,153	$	(40,268	)

During the three months ended March 31, 2023, and 2022, the Company generated no revenues.

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We had a net loss of $67,421 and $27,153 for the three months ended March 31, 2023, and 2022, respectively.

Operating expenses for the three months ended March 31, 2023, and 2022 were $67,422 and $27,157, respectively. During the three months ended March 31, 2023, the operating expenses were primarily attributed to professional fees of $66,618 and general and administrative expenses of $804. During the three months ended March 31, 2022, the operating expenses were attributed to professional fees of $26,996 and general and administrative expenses of $16.

Other income for the three months ended March 31, 2023, and 2022, were $1 and $4, respectively. During the three months ended March 31, 2023, and 2022, other income consisted of $1 and $4 interest earned, respectively.

Liquidity and Capital Resources:

The following table provides selected financial data about our Company as of March 31, 2023.

Working Capital

	March 31,			December 31,
	2023			2022
Current Assets	$	11,192		$	53,699
Current Liabilities	$	135,491		$	110,577
Working Capital	$	(124,299	)	$	(56,878	)

As of March 31, 2023, and December 31, 2022, our total current assets consisted of cash of $11,192 and $53,699, respectively.

As of March 31, 2023, our current liabilities were $135,491 which were comprised of $119,493 in accounts payable and accrued liabilities and $15,998 due to related party. As of December 31, 2022, our current liabilities were $110,577 which were comprised of $94,579 in accounts payable and accrued liabilities and $15,998 due to related party. The increase in current liabilities is related to an increase in accounts payable and accrued liabilities of $24,914.

As of March 31, 2023, and December 31, 2022, our working capital was a deficiency of $124,299 and $56,878, respectively.

Cash Flow Data

	Three Months Ended
	March 31,
	2023			2022
Cash used in operating activities	$	(42,507	)	$	(22,781	)
Net cash provided by investing activities		-			-
Cash provided by financing activities		-			-
Net Change in Cash for period	$	(42,507	)	$	(22,781	)

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Cash Flows from Operating Activities

During the three months ended March 31, 2023, we have not generated positive cash flows from operating activities. For the three months ended March 31, 2023, net cash flows used in operating activities was $42,507, consisting of a net loss of $67,421, reduced by an increase in accounts payable and accrued liabilities of $24,914.

During the three months ended March 31, 2022, we have not generated positive cash flows from operating activities. For the three months end March 31, 2022, net cash flows used in operating activities was $22,781, consisting of a net loss of $27,153, reduced by an increase in accounts payable and accrued liabilities of $4,059 and an increase in due to related party for paying operating expenses of $313 on behalf of the Company.

Cash Flows from Investing Activities

The Company did not use any funds for investing activities during the three months ended March 31, 2023, and 2022.

Cash Flows from Financing Activities

We have financed our operations from related party loans and stock subscriptions. For the three months ended March 31, 2023, and 2022, we have not received any financing from a related party or stock subscriptions.

Going Concern

As of March 31, 2023, our Company had a net loss of $67,421. Our Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2023. The ability of our Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these requirements, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to our management to allow timely decisions regarding required financial and other required disclosures.

An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act was carried out under the supervision and with the participation of our Chief Executive Officer who is also our Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at March 31, 2023, our disclosure controls and procedures were not effective. This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

There is no pending litigation to which the Company is presently a party or to which the Company’s property is subject and management is not aware of any litigation which may arise in the future.

Item 1A. Risk Factors.

Not applicable.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None

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Item 6. Exhibits.

Exhibit No.		Description

31.1*		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer and Principal Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 (formatted as Inline XBRL and contained in Exhibit 101).

Table of Contents

SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GLACIER WORLDWIDE, INC.

Dated: May 18, 2023	By:	/s/ Breyon Prescott
		Breyon Prescott
		President
		(Principal Executive Officer)

Glacier Worldwide, Inc. 10-Q