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, 2021, as filed with the Securities and Exchange Commission on September 24, 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, 1/50th 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.





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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 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 nine months ended October 31, 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.

Three months ended October 31, 2021 compared to three months ended October 31, 2020:





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



                       Three Months Ended
                           October 31,
                        2021          2020         Change
Revenue              $        -     $      -     $        -
Operating expenses      274,819        2,660        272,159
Other expenses          549,010            -        549,010
Net loss             $ (823,829 )   $ (2,660 )   $ (821,169 )

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

Our financial statements report a net loss of $823,829 for the three months ended October 31, 2021 compared to a net loss of $2,660 for the three months ended October 31, 2020.





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Our operating expenses for the three months ended October 31, 2021 were $274,819 compared to $2,660 for the three months ended October 31, 2020. For the three months ended October 31, 2021, operating expenses consists of professional fees of $29,735 and general and administrative expenses of $245,084. General and administrative expenses increased primarily in 2021 due to amortization deferred stock compensation of $225,000 related to the issuance of common shares for services at valued of $900,000 and salary of $20,000. These expenses largely relate to increased activity in the development of the Company's products.

For the three months ended October 31, 2020, operating expenses consisted of general and administrative expenses of $2,660.

Our other expenses for the three months ended October 31, 2021 was $549,010 compared to $0 for the three months ended October 31, 2020. For the three months ended October 31, 2021, other expenses consist of interest expense of $44,065 (including amortization debt discount of $13,949) and loss of change in fair value of derivative liability of $504,945. These debt expenses arise from new debt incurred during 2021.

Nine months ended October 31, 2021 compared to Nine months ended October 31, 2020:





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



                         Nine Months Ended
                            October 31,
                         2021           2020          Change
Revenue              $          -     $      -     $          -
Operating expenses      1,002,549        8,467          994,082
Other expenses          1,292,180            -        1,292,180
Net loss             $ (2,294,729 )   $ (8,467 )   $ (2,286,262 )

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

Our financial statements report a net loss of $2,294,729 for the nine months ended October 31, 2021 compared to a net loss of $8,467 for the nine months ended October 31, 2020.

Our operating expenses for the nine months ended October 31, 2021 were $1,002,549 compared to $8,467 for the nine months ended October 31, 2020. For the nine months ended October 31, 2021, operating expenses consists of professional fees of $101,270, advertising and marketing of $146,000 and general and administrative expenses of $755,279. General and administrative expenses increased primarily in 2021 due to amortization deferred stock compensation of $675,000 related to the issuance of common shares for services at valued of $900,000 and salary of $79,373.

For the nine months ended October 31, 2020, operating expenses consisted of general and administrative expenses of $8,467.

Our other expenses for the nine months ended October 31, 2021 were $1,292,180 compared to $0 for the nine months ended October 31, 2020. For the nine months ended October 31, 2021, other expenses consist of interest expense of $425,095 (including amortization of debt discount of $226,667) and loss of change in fair value of derivative liability of $867,085. These expenses are a result of the Company's increased activities in developing its products.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of October 31, 2021 and January 31, 2021.





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Working Capital



                             October 31,       January 31,
                                 2021             2021             Change
Cash                         $        195     $       9,945     $     (9,750 )

Current Assets               $        612     $      12,237     $    (11,625 )
Current Liabilities          $  2,192,566     $     664,482     $  1,528,084
Working Capital Deficiency   $ (2,191,954 )   $    (652,245 )   $ (1,539,709 )

Stockholders' deficit was $2,191,954 as of October 31, 2021 compared to stockholders' deficit of $652,245 as of January 31, 2021. The increase in current liabilities is primarily due to an increase of convertible notes, loan payable, loan from related party and an increase in derivative liability.





Cash Flows



                                           Nine Months Ended
                                              October 31,
                                           2021          2020

Cash used in operating activities $ (252,270 ) $ (7,917 ) Cash provided by Investing Activities $ - $ - Cash provided by financing activities $ 242,520 $ 7,900 Net Change In Cash

$   (9,750 )   $    (17 )




Operating Activities

We have not generated positive cash flows from operating activities. For the nine months ended October 31, 2021, net cash flows used in operating activities was $252,270 consisting of a net loss of 2,294,729 reduced by amortization of debt discount of $226,667, amortization deferred stock compensation of $675,000, net change in working capital of $273,707, and loss of change in fair value of derivative liability of $867,085. The loss on derivative liability was due to the increase of the liability primarily from the drop on stock price at October 31, 2021 as compared to January 31, 2021

For the nine months ended October 31, 2020, net cash flows used in operating activities was $7,917, consisting of a net loss of $8,467, reduced by depreciation of $300 and disposal of asset of $250.





Investing Activities

The Company did not use any funds for investing activities during the nine months ended October 31, 2021 and 2020.





Financing Activities

For nine months ended October 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 nine months ended October 31,2020, net cash provided by financing activities was $7,900, consisting of loan from related party of $7,900.





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.





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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 to our condensed financial statements contained herein contain a summary of our significant accounting policies. We consider the following accounting policies critical to the understanding of the 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.





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

Off- Balance Sheet Arrangements

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





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