QUARTERLY REPORT

For the quarterly period ended September 30, 2021

Doofus Corporation

021-344061 (Securities and Exchange Commission File Number)
Delaware (State of Incorporation or Organization)	37-1836035 (I.R.S. Employer Identification Number)

Hardturmstrasse 161, 8005 Zurich

Switzerland

(Address of Principal Executive Offices)

+41 44 551 00 05

(Telephone Number)

The number of shares of common stock outstanding as of September 30, 2021 was 511,750,000.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Balance Sheets as of September 30, 2021 and December 31, 2020	3
	Statements of Operations for the Three and Nine Months Ended September 30, 2021 and September 30, 2020	4
	Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2021 and September 30, 2020	5
	Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2021 and September 30, 2020	6
	Statements of Cash Flows for the Nine Months Ended September 30, 2021 and September 30, 2020	7
	Notes to Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	18
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1. A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Signature	34

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

· our ability to attract and retain users and increase their level of engagement;

· our plans regarding health and safety and our other top priorities, including our expectations regarding the impact on our reported metrics, policies and enforcement;

· the impact of the COVID-19 pandemic and related responses of businesses and governments to the pandemic on our operations and personnel, and on commercial activity and on our operating results;

· our ability to develop new products, product features and services, improve our existing products and services, including and increase the value of our products and services;

· our business strategies, plans and priorities, including our plans for growth and hiring, investment in our research and development efforts and our plans to scale capacity and enhance capability and reliability of our infrastructure, including capital expenditures relating to infrastructure;

· our work to increase the stability, performance, development velocity and scale of our products;

· our ability to provide content from third parties, including our ability to secure content on terms that are acceptable to us;

· our expectations regarding our user growth and growth rates and related opportunities;

· our ability to increase our revenue and our revenue growth rate;

· our ability to monetize and improve monetization of our products and services;

· our future financial performance, including revenue, cost of revenue, operating expenses, including stock-based compensation and income taxes;

· our expectations regarding certain deferred tax assets and fluctuations in our tax expense and cash taxes;

· the impact of privacy and data protection laws and regulations;

· the impact of content-related legislation or regulation;

· our expectations on future litigation or the decisions of the courts;

· the effects of trends on our results of operations;

· the impact of our future transactions and corporate structuring on our income and other taxes;

· the sufficiency of our cash and cash equivalents together with cash generated from operations to meet our working capital and capital expenditure requirements;

· our ability to timely and effectively develop, invest in, scale and adapt our existing technology and network infrastructure;

· our ability to successfully acquire and integrate companies and assets; and

· our expectations regarding international operations and foreign exchange gains and losses.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, cash flows or prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

DOOFUS CORPORATION

BALANCE SHEETS

(Unaudited)

	September 30,		December 31,
	2021		2020
Assets
Current Assets:
Cash and Cash Equivalents	$	582	$	225
Prepaid Expenses and Other Current Assets		310		871
Total Current Assets		892		1,096
Property and Equipment, Net		861		1,113
Deferred Tax Assets, Net		47,896		-
Other Assets		257		270
Total Assets	$	49,906	$	2,479
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts Payable	$	25,055	$	5,780
Accrued and Other Current Liabilities		111,610		58,918
Due to Directors and Stockholders		19,247		13,540
Total Current Liabilities		155,912		78,238
Deferred and Other Long-Term Tax Liabilities, Net		-		(29,325)
Total Liabilities		155,912		48,913
Commitments and Contingencies (Note 13)
Stockholders' Equity:
Common Stock, $0.000001 Par Value – 1,000,000,000 Shares Authorized; 511,750,000 Shares Issued and Outstanding		512		510
Additional Paid-In Capital		117,488		94,990
Accumulated Other Comprehensive Income (Loss)		1,914		(4,920)
Accumulated Deficit		(225,920)		(137,014)
Total Stockholders' Equity		(106,006)		(46,434)
Total Liabilities and Stockholders' Equity	$	49,906	$	2,479

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

DOOFUS CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenue	$	-	$	-	$	-	$	-
Costs and Expenses
Cost of Revenue		-		-		-		-
Research and Development		-		-		-		-
Sales and Marketing		4,900		-		13,122		-
General and Administrative		26,289		25,927		90,594		53,655
Total Costs and Expenses		31,189		25,927		103,716		53,655
Loss from Operations		(31,189)		(25,927)		(103,716)		(53,655)
Interest Expense		(24)		(1)		(267)		(2)
Interest Income		-		-		-		-
Other (Expense) Income, Net		(645)		329		(1,736)		22
Income Before Income Taxes		(31,858)		(25,599)		(105,719)		(53,635)
Benefit from Income Taxes		5,202		4,301		17,364		9,011
Net Loss	$	(26,656)	$	(21,298)	$	(88,355)	$	(44,624)
Net Loss per Share Attributable to Common Stockholders:
Basic	$	(0.00005)	$	(0.00004)	$	(0.00017)	$	(0.00009)
Diluted	$	(0.00005)	$	(0.00004)	$	(0.00017)	$	(0.00009)
Weighted-Average Shares Used to Compute Net Loss per Share Attributable to Common Stockholders:
Basic		511,570,652		502,500,000		510,558,608		501,912,409
Diluted		511,570,652		502,500,000		510,558,608		501,912,409

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

DOOFUS CORPORATION

STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net Loss	$	(26,656)	$	(21,298)	$	(88,355)	$	(44,624)
Other Comprehensive Income, Net of Tax:
Change in Foreign Currency Translation Adjustment		3,597		(816)		11,696		(1,803)
Net Change in Accumulated Other Comprehensive Income		3,597		(816)		11,696		(1,803)
Comprehensive Loss	$	(23,059)	$	(22,114)	$	(76,659)	$	(46,427)

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

DOOFUS CORPORATION

STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Common Stock
Balance, Beginning of Period	511,000,000	$	512	501,500,000	$	502	509,500,000	$	510	501,500,000	$	502
Issuance of Common Stock for Cash	1,750,000		1	1,000,000		1	2,250,000		2	1,000,000		1
Issuance of Common Stock for Stock-Based Compensation	1,000,000		1	-		-	2,000,000		2	-		-
Cancellation of Issuance of Common Stock for Stock-Based Compensation	(2,000,000)		(2)	-		-	(2,000,000)		(2)	-		-
Balance, End of Period	511,750,000		512	502,500,000		503	511,750,000		512	502,500,000		503
Additional Paid-In Capital
Balance, Beginning of Period	-		109,988	-		14,998	-		94,988	-		14,998
Issuance of Common Stock for Cash	-		17,500	-		9,999	-		22,500	-		9,999
Issuance of Common Stock for Stock-Based Compensation	-		10,000	-		-	-		20,000	-		-
Cancellation of Issuance of Common Stock for Stock-Based Compensation	-		(20,000)	-		-	-		(20,000)	-		-
Balance, End of Period	-		117,488	-		24,997	-		117,488	-		24,997
Accumulated Other Comprehensive Income (Loss)
Balance, Beginning of Period	-		(1,683)	-		(273)	-		(4,920)	-		(25)
Other Comprehensive Income (Loss)	-		3,597	-		(816)	-		11,696	-		(1,803)
Balance, End of Period	-		1,914	-		(1,089)	-		6,776	-		(1,828)
Accumulated Deficit
Balance, Beginning of Period	-		(199,264)	-		(39,215)	-		(142,427)	-		(15,150)
Net Loss	-		(26,656)	-		(21,298)	-		(88,355)	-		(44,624)
Balance, End of Period	-		(225,920)	-		(60,513)	-		(230,782)	-		(59,774)
Total Stockholders' Equity	511,750,000	$	(106,006)	502,500,000	$	(36,102)	511,750,000	$	(106,006)	502,500,000	$	(36,102)

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

DOOFUS CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2021		2020
Cash Flows from Operating Activities
Net Loss	$	(88,355)	$	(44,624)
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization Expense		199		545
Deferred Income Taxes		(18,571)		(9,011)
Other Adjustments		-		(1,311)
Changes in Assets and Liabilities:
Prepaid Expenses and Other Assets		521		891
Accounts Payable		19,536		2,888
Accrued and Other Liabilities		55,814		30,861
Net Cash Used in Operating Activities		(30,856)		(19,761)
Cash Flows from Investing Activities
Purchases of Property and Equipment		-		(1,715)
Net Cash Used in Investing Activities		-		(1,715)
Cash Flows from Financing Activities
Proceeds from Debt		5,805		11,783
Proceeds from Issuances of Common Stock for Cash		22,500		10,000
Net Cash Provided by Financing Activities		28,305		21,783
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash		(2,551)		307
Foreign Exchange Effect on Cash, Cash Equivalents and Restricted Cash		3,225		22
Cash, Cash Equivalents and Restricted Cash at Beginning of Period		(92)		369
Cash, Cash Equivalents and Restricted Cash at End of Period	$	582	$	698
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Changes in Accrued Property and Equipment Purchases	$	-	$	(1,715)
Reconciliation of Cash, Cash Equivalents and Restricted Cash as Shown in the Statements of Cash Flows
Cash and Cash Equivalents		582		698
Restricted Cash Included in Prepaid Expenses and Other Current Assets		-		-
Restricted Cash Included in Other Assets		257		263
Total Cash, Cash Equivalents and Restricted Cash	$	839	$	961

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

DOOFUS CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Doofus Corporation (the “Corporation”) was incorporated in Delaware on August 29, 2016 and is headquartered in Zurich, Switzerland. The Corporation is engaged in the business of computer and software services.

Fiscal Year

The Corporation’s fiscal year ends on December 31.

Basis of Presentation

The accompanying balance sheets as of September 30, 2021 and December 31, 2020 and the statements of operations, the statements of comprehensive loss, statements of stockholders’ equity and the statements of cash flows for the three and nine months ended September 30, 2021, respectively, and for the three and nine months ended September 30, 2020, respectively, are unaudited.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). The unaudited financial statements reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Corporation’s financial position, results of operations and cash flows for the interim periods but are not necessarily indicative of the results expected for the full fiscal year or any other period.

Use of Estimates

The preparation of the Corporation’s financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Corporation’s estimates. To the extent that there are material differences between these estimates and actual results, the Corporation’s financial condition or operating results will be affected. The Corporation bases its estimates on past experience and other assumptions that the Corporation believes are reasonable under the circumstances, and the Corporation evaluates these estimates on an ongoing basis.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the three and nine months ended September 30, 2021, as compared to the recent accounting pronouncements described in the Corporation's Financial Statements for the fiscal year ended December 31, 2020, that are of significance or potential significance to the Corporation.

Significant Accounting Policies

There have been no material changes to the Corporation’s significant accounting policies from its Financial Statements for the fiscal year ended December 31, 2020.

Note 2. Revenue

Revenue Recognition

The Corporation is pre-revenue and will derive its revenues from sales and subscription fees, which are comprised of once-off and recurring subscription fees.

Note 3. Cash and Cash Equivalents

Cash and cash equivalents consist of the following:

	September 30,		December 31,
	2021		2020
Cash	$	582	$	225
Total	$	582	$	225

Note 4. Fair Value Measurements

The Corporation measures its cash equivalents at fair value.

Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	September 30,		December 31,
	2021		2020
Prepaid Expenses	$	310	$	871
Total	$	310	$	871

Note 6. Depreciation

Property and equipment are stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets as follows:

Computer, Equipment and Software	3 to 9 years
Furniture and Fixtures	3 to 9 years
Leasehold Improvements	The remaining lease term or up to 10 years

When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts and any loss on such retirement is reflected in operating expenses.

Note 7. Property and Equipment, Net

The following tables set forth property and equipment, net by type and by geographic area for the periods presented:

	September 30,		December 31,
	2021		2020
Computers, Equipment and Software	$	1,681	$	1,765
Total		1,681		1,765
Less: Accumulated Depreciation and Amortization		(820)		(652)
Property and Equipment, Net	$	861	$	1,113

	September 30,		December 31,
	2021		2020
Property and Equipment, Net:
Switzerland	$	861	$	1,113
United States		-		-
Total Property and Equipment, Net	$	861	$	1,113

Note 8. Other Assets

The following table presents the detail of other assets for the periods presented:

	September 30,		December 31,
	2021		2020
Security Deposits	$	257	$	270
Total	$	257	$	270

Note 9. Accrued and Other Current Liabilities

The following table presents the detail of accrued and other current liabilities for the periods presented:

	September 30,		December 31,
	2021		2020
Accrued Compensation	$	109,931	$	49,292
Accrued Social Security		(123)		9,088
Accrued Tax Liabilities		1,802		230
Bank Overdraft		-		308
Total	$	111,610	$	58,918

Note 10. Net Loss per Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, including potential dilutive common stock instruments.

The following table presents the calculation of basic and diluted net loss per share for periods presented:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Basic Net Loss per Share:
Numerator
Net Loss	$	(26,656)	$	(21,298)	$	(88,355)	$	(44,624)
Denominator
Weighted-Average Common Shares Outstanding		511,570,652		502,500,000		510,558,608		501,912,409
Weighted-Average Shares Used to Compute Basic Net Loss per Share		511,570,652		502,500,000		510,558,608		501,912,409
Basic Net Loss per Share Attributable to Common Stockholders	$	(0.00005)	$	(0.00004)	$	(0.00017)	$	(0.00009)
Diluted Net Loss per Share:
Numerator
Net Loss	$	(26,656)	$	(21,298)	$	(88,355)	$	(44,624)
Denominator
Number of Shares Used in Basic Computation		511,570,652		502,500,000		510,558,608		501,912,409
Weighted-Average Shares Used to Compute Diluted Net Loss per Share		511,570,652		502,500,000		510,558,608		501,912,409
Diluted Net Loss per Share Attributable to Common Stockholders	$	(0.00005)	$	(0.00004)	$	(0.00017)	$	(0.00009)

Note 11. Stockholders' Equity

2020 Equity Incentive Plan

The Corporation’s 2020 Equity Incentive Plan was adopted by the Board of Directors on May 15, 2020 and approved by shareholders on June 24, 2020. The number of shares of the Corporation’s common stock available for issuance under the 2020 Equity Incentive Plan is 100,000,000. Under the 2020 Equity Incentive Plan, the Corporation may grant incentive stock options, non-statutory stock options and restricted stock to directors, officers, employees, and consultants.

Restricted Common Stock

The Corporation has granted restricted common stock to its directors. Vesting of this stock is dependent on the respective continued service at the Corporation for a requisite service period, which is generally up to five years from the issuance date, and the Corporation has the right to repurchase the unvested shares upon termination of service. The fair value of the restricted common stock issued to directors is recorded as compensation expense on a straight-line basis over the requisite service period.

The Corporation had 14 million and 16 million shares of unvested restricted common stock as of September 30, 2021 and December 31, 2020, respectively. The Corporation's restricted common stock activity was not material during the three months ended September 30, 2021.

Note 12. Income Taxes

The Corporation’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter, the Corporation updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision.

The Corporation recorded a benefit from income taxes of $5,202 and $17,364 for the three and nine months ended September 30, 2021, respectively. The Corporation recorded a benefit from income taxes of $4,301 and $9,011 for the three and nine months ended September 30, 2020, respectively. The Corporation’s effective tax rate is based on forecasted annual results which may fluctuate significantly through the rest of the year.

As of September 30, 2021, the Corporation had $47,896 of deferred tax assets which could result in a reduction of the Corporation’s effective tax rate, if recognized.

The Corporation is subject to taxation in the United States and various states and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The material jurisdictions in which the Corporation is subject to potential examination by taxing authorities include the United States and Switzerland. The Corporation believes that adequate amounts have been provided for in these jurisdictions.

Note 13. Commitments and Contingencies

Credit Facility

The Corporation has a revolving credit agreement with certain directors and stockholders which provides for a $50,000 unsecured revolving credit facility maturing on August 28, 2022. The Corporation is not obligated to pay interest on loans under this credit facility or other customary fees for a credit facility of this size and type, including an upfront fee and an unused commitment fee. As of September 30, 2021, $19,247 had been drawn under the credit facility compared to $14,663 on September 30, 2020.

Contractual Obligations

The Corporation had no contractual commitments for the three and nine months ended September 30, 2021, respectively, and for the three and nine months ended September 30, 2020, respectively.

Legal Proceedings

The Corporation was not involved in any legal proceedings, claims, investigations, and government inquiries and investigations for the three and nine months ended September 30, 2021, respectively, and for the three and nine months ended September 30, 2020, respectively.

Non-Income Taxes

The Corporation was not subject to any non-income tax audits by domestic or foreign tax authorities for the three and nine months ended September 30, 2021, respectively, and for the three and nine months ended September 30, 2020, respectively.

Note 14. Related Party Transactions

No related party transactions, other than the revolving credit agreement with certain directors and stockholders disclosed in Note 13, occurred in the three and nine months ended September 30, 2021, respectively, and in the three and nine months ended September 30, 2020, respectively.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes thereto included in Item 1 “Financial Statements” in this Quarterly Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this Quarterly Report.

Overview and Highlights of Quarterly Results

The Corporation was pre-revenue for the three and nine months ended September 30, 2021, respectively, and for the three and nine months ended September 30, 2020, respectively.

Net loss was $26,656 and $88,355 for the three and nine months ended September 30, 2021, respectively, compared to net loss of $21,298 and $44,624 for the three and nine months ended September 30, 2020.

Loss from operations was $31,189 and $103,716 for the three and nine months ended September 30, 2021, respectively, compared to loss from operations of $25,927 and $53,655 for the three and nine months ended September 30, 2020, respectively.

Cash, cash equivalents and restricted cash totaled $839 as of September 30, 2021.

COVID-19 Update

The COVID-19 pandemic has resulted in public health responses including travel bans, restrictions, social distancing requirements, and shelter-in-place orders, which could negatively impact our operations and financial performance, including our ability to raise funding.

Our business, operations and financial performance have been, and may in the future be, negatively impacted by the COVID-19 pandemic. Our past results may not be indicative of our future performance, and historical trends in revenue, income (loss) from operations, net income (loss), and net income (loss) per share may differ materially. The risks related to the COVID-19 pandemic on our business are further described in “Part II – Other Information, Item 1A. Risk Factors.”

Results of Operations

The following tables set forth our statements of operations data for each of the periods presented:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenue	$	-	$	-	$	-	$	-
Costs and Expenses
Cost of Revenue		-		-		-		-
Research and Development		-		-		-		-