You should read the following discussion and analysis of our financial condition
and results of operations together with our condensed financial statements and
related notes appearing in this Quarterly Report on Form 10-Q. This discussion
and other parts of this Quarterly Report contain forward-looking statements that
involve risks and uncertainties, such as statements of our plans, objectives,
expectations and intentions. As a result of many factors, including those
factors set forth in the "Risk Factors" section of this Quarterly Report, our
actual results could differ materially from the results described in, or implied
by, the forward-looking statements contained in the following discussion and
analysis.
Overview
We were incorporated in the State of Nevada on September 6, 2019. We have
developed a cyber threat intelligence application that integrates with top end
security platforms to gather, analyze, then proactively identify threats to an
enterprise network. The Tego Guardian app takes in vetted and curated threat
data and through a proprietary process compiles, analyzes, and delivers that
data to an enterprise network in a format that is timely, informative and
relevant. The first version of the Tego Guardian app integrates with the Splunk
SIEM (Security Information and Event Management) platform. Splunk is a
recognized industry leader in data analytics and has an established user base of
over 22,000 enterprise clients including 90 of the Fortune 100 companies. The
Tego Guardian app will be marketed as a value-add enhancement to an existing
Splunk SIEM environment. Tego Guardian adds value by providing data enrichment:
a detailed 'who, what, when and where' of any potential cyberthreat within an
enterprise network environment. Other similar applications identify that
something is 'bad' but do not provide any additional context, so it is up to the
enterprise's cybersecurity team to analyze the threat data to establish which
threats need to be acted upon. It is then up to the enterprise's cybersecurity
team to analyze the threat data to establish which threats need to be acted
upon. Tego Guardian automates this process thereby saving the enterprise time
and money. The Tego Guardian app is now available to Splunk SIEM platform users
via direct download through Splunk's app store: Splunkbase. Tego Cyber plans to
develop future versions of the Tego Guardian app for integration with other
leading SIEM platforms including Elastic, Devo, IBM QRadar, AT&T Cybersecurity,
Exabeam and Google Chronical. The goal is to have a version of the Tego Guardian
available for integration with these SIEM platforms within the next two years.
For more information, please visit www.tegocyber.com.
Results of operations for the three months ended December 31, 2022 compared to
the three months ended December 31, 2021
Revenues
During the three months ended December 31, 2022, we completed the first version
of our threat intelligence application but had not yet realized any revenue from
it as we were in the process of commercializing it and securing paying users.
For the three months ended December 31, 2021, the only revenue generated was
consulting services revenue of $1,050.
Operating Expenses
We incurred total operating expenses of $956,157 for the three months ended
December 31, 2022, compared to $528,153 for the three months ended December 31,
2021. These amounts consisted of the following:
2022 2021
General & administration $ 839,047 $ 331,661
Professional fees 88,218 159,251
Sales & marketing 55,864 37,241
Total operating expenses $ 983,129 $ 528,153
General & administration increased by $507,386 to $839,047 for the three months
ended December 31, 2022, as compared to $331,661 for the three months ended
December 31, 2021, due to share-based compensation of $580,562 relating to the
issuance of non-qualified stock options and performance stock units.
Professional fees decreased by $71,033 to $88,218 for the three months ended
December 31, 2022, as compared to $159,251 for the three months ended December
31, 2021, as we had completed our initial public listing on the OTCQB. Sales &
marketing increased $18,623 to $55,864 for the three months ended December 31,
2022, as compared $37,241 for the three months ended December 31, 2021, due to
the commercialization of the first version of our application.
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Net Operating Loss
We incurred a net operating loss of $983,129 for the three months ended December
31, 2022 compared to a net operating loss of $527,103 for the three months
ended December 31, 2021.
Net Loss
We incurred a net loss of $1,327,148 for the three months ended December 31,
2022 compared to a net loss of $564,020 for the three months ended December
31, 2021.
Results of operations for the six months ended December 31, 2022 compared to the
six months ended December 31, 2021
Revenues
During the six months ended December 31, 2022, we completed the first version of
our threat intelligence application but had not yet realized any revenue from it
as we were in the process of commercializing and monetizing the application to
secure paying end users. For the three months ended December 31, 2021, the only
revenue generated was consulting services revenue of $1,050.
Operating Expenses
We incurred total operating expenses of $2,108,927 for the six months ended
December 31, 2022, compared to $971,150 for the six months ended December 31,
2021. These amounts consisted of the following:
2022 2021
General & administration $ 1,719,559 $ 574,388
Professional fees 153,180 294,139
Sales & marketing 236,188 102,623
Total operating expenses $ 2,108,927 $ 971,150
General & administration increased by $1,145,171 to $1,719,559 for the six
months ended December 31, 2022, as compared to $574,388 for the six months
ended December 31, 2021, due to share-based compensation of $1,205,929 relating
to the issuance of non-qualified stock options and performance stock
units. Professional fees decreased by $140,959 to $153,180 for the six months
ended December 31, 2022, as compared to $294,139 for the six months ended
December 31, 2021, as we had completed our initial public listing on the OTCQB.
Sales & marketing increased $133,565 to $236,188 for the six months ended
December 31, 2022, as compared to $102,623 for the six months ended December
31, 2021, due to the commercialization of the first version of our application.
Net Operating Loss
We incurred a net operating loss of $2,108,927 for the six months ended December
31, 2022 compared to a net loss of $970,100 for the six months ended December
31,
2021.
Net Loss
We incurred a net loss of $2,645,278 for the six months ended
December 31, 2022 compared to a net loss of $1,036,232 for the six months
ended December 31, 2021.
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Liquidity and Capital Resources
As at December 31, 2022, we have a working capital deficit of $790,952 , a net
loss of $2,645,278 and have earned $Nil revenue to cover our operating costs. We
have $2,413 cash on hand and our burn rate is approximately $150,000 per month.
We intend to fund future operations through debt or equity financing
arrangements. Our ability to realize our business plan is dependent upon, among
other things, obtaining additional financing to continue operations, and
development of our business plan. In response to these problems, management
intends to raise additional funds through debt, public or private placement
offerings. These factors, among others, raise substantial doubt about our
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.
Cash Flow from Operating Activities
For the six months ended December 31, 2022, the cash flows used in our operating
activities was $659,786 compared to $852,063 for the six months ended December
31, 2021. This amount was primarily related to a net loss of $2,645,278 and
share based compensation of $1,205,929.
Cash Flow from Investing Activities
For the six months ended December 31, 2022, the net cash used in investing
activities by the Company was $160,543 compared to $165,893 for the six months
ended December 31, 2021. The amount was related to the capitalization of
software development costs.
Cash Flow from Financing Activities
For the six months ended December 31, 2022, the net cash provided by financing
activities by the Company was $775,000 compared to $1,425,202 for the six months
ended December 31, 2021. The cash provided by financing activities is related to
the proceeds received from the issuance of notes payable debt and sales of our
common stock.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
Future Financings
We will continue to rely on equity sales of our common shares and debt proceeds
in order to continue to fund our business operations. Issuances of additional
shares will result in dilution to existing stockholders. There is no assurance
that we will achieve any additional sales of the equity securities or arrange
for debt or other financing to fund our operations and other activities.
Expected Purchase or Sale of Significant Equipment
We do not anticipate the purchase or sale of any significant equipment, as such
items are not required by us at this time or in the next twelve months.
Off-Balance Sheet Arrangements
We have no significant 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 are material to
stockholders.
Critical Accounting Policies
This summary of significant accounting policies is presented to assist in
understanding the financial statements. The financial statements and notes are
representations of the Company's management, who are responsible for their
integrity and objectivity. These accounting policies conform to US GAAP and have
been consistently applied in the preparation of the financial statements.
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Basis of Preparation
The accompanying financial statements have been prepared to present the balance
sheets, the statements of operations, statements of changes in shareholders'
equity and cash flows of the Company for the three and six months ended December
31, 2022, and the three and six months ended December 31, 2021 and have been
prepared in accordance with US GAAP.
Use of Estimates
In preparing financial statements in conformity with US GAAP, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the dates of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting periods. Management makes these estimates using
the best information available at the time the estimates are made. However,
actual results could differ materially from those estimates.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and accounts
receivable. During the fiscal periods ended December 31, 2022 and June 30, 2022,
substantially all of the Company's cash was held by major financial institutions
located in the United States, which management believes are of high credit
quality. With respect to accounts receivable, the Company extended credit based
on an evaluation of the customer's financial condition. The Company generally
did not require collateral for accounts receivable and maintained an allowance
for doubtful accounts of accounts receivable if necessary.
Cash
Cash consists of cash held at major financial institutions and is subject to
insignificant risk of changes in value.
Receivables and Allowance for Doubtful Accounts
Trade accounts receivable are recorded at net realizable value and do not bear
interest. No allowance for doubtful accounts was made during the six month
period ended December 31, 2022, based on management's best estimate of the
amount of probable credit losses in accounts receivable. The Company evaluates
its allowance for doubtful accounts based upon knowledge of its customers and
their compliance with credit terms. The evaluation process includes a review of
customers' accounts on a regular basis. The review process evaluates all account
balances with amounts outstanding for more than 60 days and other specific
amounts for which information obtained indicates that the balance may be
uncollectible. As of December 31, 2022, there was no allowance for doubtful
accounts and the Company does not have any off-balance-sheet credit exposure
related to its customers.
Fair Value of Financial Instruments
Accounting Standards Codification ("ASC") 820 "Fair Value Measurements and
Disclosures", adopted January 1, 2008, defines fair value, establishes a
three-level valuation hierarchy for disclosures of fair value measurement and
enhances disclosure requirements for fair value measures. The Company's
financial instruments include cash, current receivables and payables. These
financial instruments are measured at their respective fair values. The three
levels are defined as follows:
Level 1 - inputs to the valuation methodology are quoted prices for identical
assets or liabilities in active markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs that are observable for the
assets or liability, either directly or indirectly, for substantially the full
term of the financial instruments.
Level 3 - inputs to the valuation methodology are unobservable and significant
to the fair value.
For cash, accounts receivables, subscription receivables, and accounts payable
and accrued liabilities, it is management's opinion that the carrying values are
a reasonable estimate of fair value because of the short period of time between
the origination of such instruments and their expected realization and if
applicable, their stated interest rate approximates current rates available.
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Management believes it is not practical to estimate the fair value of related
party receivables and payables because the transactions cannot be assumed to
have been consummated at arm's length, the terms are not deemed to be market
terms, there are no quoted values available for these instruments, and an
independent valuation would not be practical due to the lack of data regarding
similar instruments, if any, and the associated potential costs.
Revenue Recognition
Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with
Customers ("Topic 606"), was adopted by the Company as of September 6, 2019. The
Company's revenue recognition disclosure reflects its updated accounting
policies that are affected by this new standard. The Company applied the
"modified retrospective" transition method for open contracts for the
implementation of Topic 606. As revenues are and have been primarily from
consulting and management services, and the Company has no significant
post-delivery obligations, this new standard did not result in a material
recognition of revenue on the Company's accompanying financial statements for
the cumulative impact of applying this new standard. The Company made no
adjustments to its previously reported total revenues, as those periods continue
to be presented in accordance with its historical accounting practices under
Topic 605, Revenue Recognition.
The Company has no revenue in this period, however, when the Company has revenue
from providing consulting and management services under Topic 606 will be
recognized in a manner that reasonably reflects the delivery of services to
customers in return for expected consideration and includes the following
elements:
- executed contracts with the Company's customers that it believes are
legally enforceable;
- identification of performance obligations in the respective contract;
- determination of the transaction price for each performance obligation
in the respective contract;
- allocation of the transaction price to each performance obligation; and
- recognition of revenue only when the Company satisfies each performance
obligation.
These five elements as applied to the Company's consulting and management
services results in revenue recorded as services are provided.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes
pursuant to ASC 740 "Income Taxes". ASC 740 requires an asset and liability
approach for financial accounting and reporting for income taxes and allows
recognition and measurement of deferred tax assets based upon the likelihood of
realization of tax benefits in future years. Under the asset and liability
approach, deferred taxes are provided for the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Valuation
allowances are provided for deferred tax assets if it is more likely than not
these items will either expire before the Company is able to realize their
benefits, or that future deductibility is uncertain. The provision for income
taxes represents current taxes payable net of the change during the period in
deferred tax assets and liabilities.
Earnings per Share
Basic earnings per share are computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the period. Diluted earnings per share is computed similar to basic earnings per
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
If applicable, diluted earnings per share assume the conversion, exercise or
issuance of all common stock instruments unless the effect is to reduce a loss
or increase earnings per share. .
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Recently Issued Accounting Pronouncements
In June 2018, the Financial Accounting Standards Board (the "FASB") issued ASU
2018-07, "Compensation - Stock Compensation (Topic 718): Improvements to
Nonemployee Share-Based Payment Accounting", to include share-based payment
transactions for acquiring goods and services from nonemployees. ASU 2018-07
simplifies the accounting for nonemployee share-based payments, aligning it more
closely with the accounting for employee awards.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) did not or are not expected to have a material
impact on the Company's present or future financial statements.
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