Attached files

file filename
EX-32.2 - CERTIFICATION - Gofba, Inc.gofba_ex322.htm
EX-32.1 - CERTIFICATION - Gofba, Inc.gofba_ex321.htm
EX-31.2 - CERTIFICATION - Gofba, Inc.gofba_ex312.htm
EX-31.1 - CERTIFICATION - Gofba, Inc.gofba_ex311.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

Form 10-Q

 

(Mark One)

 

x

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

 

For the quarterly period ended March 31, 2020

 

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

 

For the transition period from _______________ to _______________.

 

Commission file number:  000-53316

 

Gofba, Inc.

(Exact name of registrant as specified in its charter)

 

California

 

94-3453342 

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

3281 E. Guasti Road, Suite 700

Ontario, CA

 

 

91761

(Address of principal executive offices)

 

(Zip Code)

 

(909) 212-7989

Registrant’s telephone number, including area code

 

_________________________________

(Former address, if changed since last report)

 

___________________________________

(Former fiscal year, if changed since last report)

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

None 

 

None 

 

 None

 

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

 

Common Stock, no par value

(Title of class)

 

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

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

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

 

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

 

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

 

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes ☐     No ☐

 

Applicable only to corporate issuers:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 15, 2020, there were 51,233,998 shares of common stock, no par value, issued and outstanding.

 

 

 

 

GOFBA, INC.

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements (Unaudited)

 

3

 

 

 

 

Condensed Consolidated Balance Sheets

 

F-2

 

 

Condensed Consolidated Statements of Operations

 

F-3

 

 

Condensed Consolidated Statements of Stockholders' Deficit

 

F-4

 

 

Condensed Consolidated Statements of Cash Flows

 

F-5

 

 

Notes to Condensed Consolidated Financial Statements

 

F-6

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

4

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

13

 

Item 4.

Controls and Procedures

 

13

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

 

16

 

Item 1A.

Risk Factors

 

16

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

16

 

Item 3.

Defaults Upon Senior Securities

 

16

 

Item 4.

Mine Safety Disclosures

 

16

 

Item 5.

Other Information

 

16

 

Item 6.

Exhibits

 

17

 

 

 

 

Signatures

 

18

 

 

 
2

Table of Contents

    

ITEM 1 Condensed Consolidated Financial Statements

 

The balance sheets as of March 31, 2020 and December 31, 2019, the statements of operations for the three months ended March 31, 2020 and 2019, the statements of stockholders’ deficit for the three months ended March 31, 2020 and 2019, the statements of cash flows for the three months ended March 31, 2020 and 2019, and the notes to the financial statements follow. The unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.

 

 
3

Table of Contents

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Condensed Consolidated Balance Sheets of Gofba, Inc. as of March 31, 2020 and December 31, 2019 (Unaudited)

F-2

 

Condensed Consolidated Statements of Operations of Gofba, Inc. for the Three Months Ended March 31, 2020 and 2019 (Unaudited)

F-3

 

Condensed Consolidated Statements of Stockholders’ Deficit of Gofba, Inc. for the Three Months Ended March 31, 2020 and 2019 (Unaudited)

F-4

 

Condensed Consolidated Statements of Cash Flows of Gofba, Inc. for the Three Months Ended March 31, 2020 and 2019 (Unaudited)

F-5

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

F-6

 

 
F-1

Table of Contents

  

GOFBA, INC.

 

Condensed Consolidated Balance Sheets

As of March 31, 2020 and December 31, 2019

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

(000's)

 

 

(000's)

 

Assets

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ -

 

 

$ 94

 

Accounts receivable

 

 

8

 

 

 

-

 

Prepaid expenses and other current assets

 

 

29

 

 

 

28

 

Total current assets

 

 

37

 

 

 

122

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

53

 

 

 

56

 

Software development costs, net (Note 3)

 

 

685

 

 

 

639

 

Total assets

 

$ 775

 

 

$ 817

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 1,244

 

 

$ 1,039

 

Deposits on common stock subscriptions (Note 4)

 

 

586

 

 

 

586

 

Stockholder payable (Note 5)

 

 

4,776

 

 

 

4,470

 

Total current liabilities

 

 

6,606

 

 

 

6,095

 

 

 

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

 

 

 

Note payable - related party (Note 6)

 

 

1,285

 

 

 

1,285

 

Interest payable – related party (Note 6)

 

 

123

 

 

 

107

 

Total liabilities

 

 

8,014

 

 

 

7,487

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit (Note 4)

 

 

 

 

 

 

 

 

Common stock, no par value; 200,000,000 shares authorized; 50,828,298 and 50,806,798 shares outstanding at March 31, 2020 and December 31, 2019, respectively

 

 

14,924

 

 

 

14,816

 

Non-controlling interest

 

 

(2,366 )

 

 

(2,332 )

Accumulated deficit

 

 

(19,797 )

 

 

(19,154 )

 

 

 

 

 

 

 

 

 

Total stockholders’ deficit

 

 

(7,239 )

 

 

(6,670 )

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

 

$ 775

 

 

$ 817

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
F-2

Table of Contents

 

GOFBA, INC.

 

Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2020 and 2019

(Unaudited)

 

 

 

Three Months Ended

March 31,

 

 

 

2020

 

 

2019

 

 

 

(000's)

 

 

(000's)

 

 

 

(except share and per share amounts)

 

Revenues

 

$ 21

 

 

$ -

 

Cost of goods sold

 

 

22

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

(1 )

 

 

-

 

Costs and expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

536

 

 

 

477

 

Professional fees

 

 

127

 

 

 

99

 

Depreciation and amortization

 

 

13

 

 

 

22

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

 

676

 

 

 

598

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(677 )

 

 

(598 )

 

 

 

 

 

 

 

 

 

Net loss attributable to non-controlling interest

 

 

(34 )

 

 

(44 )

 

 

 

 

 

 

 

 

 

Net loss attributable to the Company

 

$ (643 )

 

$ (554 )

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

Basic

 

$ (0.01 )

 

$ (0.01 )

Diluted

 

$ (0.01 )

 

$ (0.01 )

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

Basic

 

 

50,821,952

 

 

 

50,438,909

 

Diluted

 

 

50,821,952

 

 

 

50,438,909

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
F-3

Table of Contents

 

GOFBA, INC.

 

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2020 and 2019

(Unaudited)

 

 

 

 Common Stock

 

 

 Non-

controlling

 

 

 Accumulated

 

 

 

 

 

 

 Shares

 

 

 Amount

 

 

 Interest

 

 

 Deficit

 

 

 Total

 

 

 

 

 

(000's)

 

 

(000's)

 

 

(000's)

 

 

(000's)

 

Balance, December 31, 2019

 

 

50,806,798

 

 

$ 14,816

 

 

$ (2,332 )

 

$ (19,154 )

 

$ (6,670 )

Sales of common stock for cash (Note 4)

 

 

21,500

 

 

 

108

 

 

 

-

 

 

 

-

 

 

 

108

 

Net loss

 

 

-

 

 

 

-

 

 

 

(34 )

 

 

(643 )

 

 

(677 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2020

 

 

50,828,298

 

 

$ 14,924

 

 

$ (2,366 )

 

$ (19,797 )

 

$ (7,239 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2018

 

 

50,383,998

 

 

$ 13,699

 

 

$ (2,178 )

 

$ (16,700 )

 

$ (5,179 )

Non-cash equity compensation (Note 4)

 

 

 

 

 

$ 15

 

 

 

 

 

 

 

 

 

 

 

15

 

Sales of common stock for cash (Note 4)

 

 

90,000

 

 

 

225

 

 

 

-

 

 

 

-

 

 

 

225

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

(44 )

 

 

(554 )

 

 

(598 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2019

 

 

50,473,998

 

 

$ 13,939

 

 

$ (2,222 )

 

$ (17,254 )

 

$ (5,537 )

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
F-4

Table of Contents

 

GOFBA, INC.

 

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2020 and 2019

 

 

 

Three months ended

March 31

 

 

 

2020

 

 

2019

 

 

 

(000's)

 

 

(000's)

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$ (677 )

 

$ (598 )

Less: Net loss attributable to non-controlling interest

 

 

(34 )

 

 

(44 )

Net loss attributable to the Company

 

 

(643 )

 

 

(554 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Net loss attributable to non-controlling interest

 

 

(34 )

 

 

(44 )

Non-cash equity compensation

 

 

-

 

 

 

15

 

Non-cash lease expense (Note 7)

 

 

310

 

 

 

262

 

Depreciation and amortization expense

 

 

13

 

 

 

22

 

Changes in:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(8 )

 

 

-

 

Prepaid expenses and other current assets

 

 

(1 )

 

 

10

 

Accounts payable and accrued expenses

 

 

149

 

 

 

80

 

Interest payable - related party

 

 

16

 

 

 

16

 

Net cash used in operating activities

 

 

(198 )

 

 

(193 )

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Software development costs and equipment expenditures

 

 

-

 

 

 

-

 

Net cash used in investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from sales of common stock

 

 

108

 

 

 

225

 

Repayments to stockholder payable

 

 

(4 )

 

 

(81 )

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

104

 

 

 

144

 

Net decrease in cash and cash equivalents

 

 

(94 )

 

 

(49 )

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of the period

 

 

94

 

 

 

66

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$ -

 

 

$ 17

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$ -

 

 

$ -

 

Income taxes

 

$ 1

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-cash Investing Activities

 

 

 

 

 

 

 

 

Accrual of software developments costs

 

$ 56

 

 

$ 60

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
F-5

Table of Contents

 

GOFBA, INC.

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

1. Business and Significant Accounting Policies

 

Business

 

Gofba, Inc. (“Gofba”) was incorporated on November 6, 2008, pursuant to the laws of the State of California. The Company is a unique bundled internet solution, consisting of search, chat, email, and offsite file transfer and storage modules, created to address dangerous, pressing issues not adequately addressed by its competitors. Gofba was established to provide users with a safe haven on the internet.

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).

 

The unaudited consolidated financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying interim unaudited consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest fiscal year ended December 31, 2019. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, 2019 audited consolidated financial statements may have been omitted from these interim unaudited consolidated financial statements.

 

Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. For further information, refer to the audited consolidated financial statements and notes for the fiscal year ended December 31, 2019.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of Gofba and the accounts of Great Tech, Inc. (“GTI”), an entity wholly-owned by Gofba’s Chairperson, President and majority stockholder. The consolidated entities are referred to herein as the “Company” and intercompany balances and transactions have been eliminated in consolidation.

 

Management determined that GTI is a variable interest entity primarily because it is thinly capitalized and may require additional capital to finance its activities. Management also determined that Gofba is the primary beneficiary of GTI based primarily on common stockholders and the related party nature of GTI’s decision-makers and daily business operators.

 

 
F-6

Table of Contents

 

Management Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Future Operations, Liquidity, and Capital Resources

 

The Company has limited revenue-generating operations, a material working capital deficit and a history of experiencing operating losses. Historically, the Company’s primary sources of liquidity come from sales of subscriptions to purchase shares of the Company’s common stock. During 2020, the Company continued to develop its technologies, its strategy to monetize its intellectual properties and its business plan. Management intends to rely on additional sales of the Company’s common stock, as well as related party relationships, to provide sufficient liquidity to meet the Company’s cash requirements for a period of at least the next twelve months. Given the uncertain nature of management’s plans, combined with the Company’s significant stockholders’ deficit, there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, there can be no assurance that its operations will become profitable or that sources of financing, including the issuance of debt and/or equity securities, will be available at times and on terms acceptable to the Company, or at all. From January 1, 2020 through May 15, 2020, the Company sold subscriptions to issue 321,500 shares of its common stock to 15 non-affiliated investors in exchange for $1,607,500 of cash proceeds. All sales were made pursuant to the Company’s primary offering in its effective Registration Statement on Form S-1. Management believes that related cash proceeds will be sufficient to fund operations for the remainder of 2020.

 

The Company plans to focus on creating new revenue generating activities through various initiatives. Since the Company has not completed development of its technologies and has not established any sources of recurring revenue to cover its operating costs, the Company plans to continue to fund its losses through continued issuance of its common stock and support from its primary stockholder and other related parties.

 

In March 2020, the World Health Organization characterized a novel coronavirus disease (“COVID-19”) as a pandemic. COVID-19 has had a widespread and detrimental effect on the global economy as a result of the continued increase in the number of cases and affected countries and actions by public health and governmental authorities, businesses, other organizations and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total lock-down orders and business limitations and shutdowns. The ultimate impact of the COVID-19 pandemic on our business, results of operations, development of our technologies, and ability to raise capital is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Any resulting financial impact cannot be reasonably estimated at this time, but we expect it will continue to have a material impact on our business, financial condition and results of operations.

 

 
F-7

Table of Contents

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. Substantially all of the Company’s cash and cash equivalents are maintained at one financial institutions domiciled in the United States. Amounts on deposit with these financial institutions may, from time to time, exceed the federally-insured limit, as well as coverage provided by the Securities Investment Protection Corporation.

 

Property and Equipment

 

Property and equipment is recorded at cost. The Company provides for depreciation over estimated useful lives of three years using the straight-line method. Leasehold improvements are depreciated over the lesser of the estimated useful life or the lease term. Repairs and maintenance expenditures that do not significantly add value to property and equipment, or prolong its life, are charged to expense as incurred. Gains and losses on dispositions of property and equipment are included in the operating results of the related period.

 

Software Development Costs

 

Software development costs are capitalized once the technological feasibility of a product is established. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established and the evaluation is performed on a product-by-product basis. For products where proven technology exists, this may occur early in the development cycle. When a product is ready for its intended use, capitalized software development costs are amortized over an estimated useful life of four years.

 

Impairment of Long-Lived Assets

 

Management reviews the recoverability of long-lived assets, such as property and equipment and software development costs, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment for possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected pre-tax cash flows, undiscounted and without interest charges, from the related operations. If the aggregate of the net cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value. The determination and measurement of impairment of long-lived assets requires management to estimate future cash flows and the fair value of long-lived assets. Management determined that there were no impairment charges to be recognized for 2020 or 2019. There can be no assurance, however, that market conditions and technologies will not change or demand for the Company’s products will materialize, which could result in an impairment of long-lived assets in the future.

 

 
F-8

Table of Contents

 

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes. Accordingly, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes.

 

The Company’s net deferred tax assets at March 31, 2020 and December 31, 2019 consist principally of net operating losses. The Company provided a 100% valuation allowance for the tax effect of these net operating losses, and as a result, no benefit for income taxes has been provided in the accompanying consolidated statements of operations. The Company provided the valuation allowance since management could not determine that it was “more likely than not” that the benefits of the deferred tax assets would be realized.

 

U.S. GAAP prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return. A favorable tax position is to be included in the calculation of tax liabilities and expenses if a company concludes that it is more likely than not that its adopted tax position will prevail if challenged by tax authorities. The Company did not recognize any adjustments regarding its tax accounting treatments for the three months ended March 31, 2020 and 2019. As a result of the Company’s net operating losses, all income tax return years remain open to examination by tax authorities.

 

Revenue Recognition

 

In May 2014, the FASB issued Accounting Standards Update ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry specific guidance. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The new revenue guidance was effective for the Company on January 1, 2019. During the three months ended March 31, 2020 and 2019, the Company sold custom hardware to one customer in the amount of $21,000 and $-0-, respectively.

 

 
F-9

Table of Contents

 

The Company recognizes revenue when a customer obtains control of promised services or products. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services/products. To achieve this core principle, management applies the following steps:

 

1. Identification of the contract, or contracts, with the customer

 

The Company determines it has a contract with a customer when the contract is approved, it can identify each party’s rights regarding the services to be transferred, it can identify the payment terms for the services, it has determined the customer has the ability and intent to pay and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.

 

2. Identification of the performance obligations in the contract

 

Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract.

 

3. Determination of the transaction price

 

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services (or products) to the customer. Variable consideration is included in the transaction price if, in management’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

 

 
F-10

Table of Contents

 

4. Allocation of the transaction price to the performance obligation in the contract

 

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price.

 

5. Recognition of the revenue when, or as, a performance obligation is satisfied

 

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service (or product) to a customer. Revenue is recognized as control is transferred to the customer, in an amount that reflects the consideration expected to be received.

 

Variable Consideration

 

Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will not occur when the uncertainty is resolved.

 

Net Loss per Share

 

Basic net loss per share is calculated by dividing net loss by the weighted-average common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted-average shares and dilutive potential common shares outstanding during the period. When applicable, dilutive potential shares may consist of dilutive shares issuable upon the exercise or vesting of outstanding stock options and warrants computed using the treasury stock method. During a period where a net loss is incurred, dilutive potential shares are excluded from the computation of dilutive net loss per share, as the inclusion is anti-dilutive.

 

Recent Accounting Pronouncements

 

In September 2018, the FASB issued ASU No. 2018-07, "Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting," which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective for the year ending December 31, 2020. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. Management does not expect that the Company’s adoption of this ASU will materially impact the consolidated financial statements. 

 

 
F-11

Table of Contents

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for the Company for annual reporting periods beginning after December 15, 2020 (and interim periods within fiscal year 2022), and requires a modified retrospective adoption, with early adoption permitted. While management is continuing to assess all potential impacts of the standard, management currently believes the most significant impact relates to the accounting and reporting of operating leases on the consolidated balance sheet and the expectation that the Company’s assets and liabilities will increase significantly.

 

Reclassifications

 

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations.

 

2. Property and Equipment

 

Property and equipment, net consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Office furniture, equipment and software

 

$ 197,000

 

 

$ 197,000

 

Less accumulated depreciation

 

 

(144,000 )

 

 

(141,000 )

Property and equipment, net

 

$ 53,000

 

 

$ 56,000

 

 

Depreciation expense for the three ended March 31, 2020 and 2019, was $3,000 and $3,000, respectively.

 

 
F-12

Table of Contents

 

3. Software Development Costs

 

Software development costs, net consisted of the following at:

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Capitalized software in-process

 

$ 637,000

 

 

$ 581,000

 

Website development

 

 

607,000

 

 

 

607,000

 

Less accumulated amortization

 

 

(559,000 )

 

 

(549,000 )

Software development costs, net

 

$ 685,000

 

 

$ 639,000

 

 

Amortization expense for the three ended March 31, 2020 and 2019, was $10,000 and $19,000, respectively.

 

4. Stockholders’ Equity (Deficit)

 

Preferred Stock

 

The Company is authorized to issue 20,000,000 shares of preferred stock, no par value. The Company has not issued, nor established any series for, any of its preferred stock. The Company’s preferred stock is “blank check preferred” whereby the Company’s Board of Directors may create a series of preferred stock and set the rights and preferences of such preferred stock, without further stockholder approval. The availability or issuance of preferred shares in the future could delay, defer, discourage or prevent a change in control.

 

Common Stock

 

The Company has authorized 200,000,000 shares of common stock, no par value, and has 50,828,298 and 50,806,798 shares outstanding as of March 31, 2020 and December 31, 2019, respectively. Of these outstanding shares, 50,041,498 shares were issued as of March 31, 2020 and December 31, 2019.

 

In 2014, the Company agreed to issue 42,634,878 shares of its common stock to the Company’s co-founder, who is also the Company’s Chairperson and President. These shares were promised to this individual as a co-founder upon incorporating the Company in 2008. These shares were issued by the Company in March 2018.

 

In 2014, the Company agreed to issue 1,000,000 shares of its common stock to the Company’s co-founder, who is also the Company’s Chief Executive Officer. These shares were promised to this individual as a co-founder upon incorporating the Company in 2008. These shares were issued by the Company in March 2018.

 

On the date these shares were agreed to be issued, the Company’s business model was still in development, as was a significant portion of its technologies. Further, the Company’s liquidity was extremely limited. As a result, the estimated fair value of these ‘founder shares’ was nominal on the date the Company committed to their issuance.

 

 
F-13

Table of Contents

 

During the first quarter of 2018, the Company’s board of directors voluntarily elected to approve the issuance of shares of common stock to a number of individuals and entities, including directors and officers, that have worked with the Company over the last several years and assisted with the creation and testing of the Company’s various products. The Company was not obligated to issue these shares and the shares were not issued pursuant to any consulting agreement or stock compensation plan. In total, the Company approved the issuance of an aggregate of 1,228,610 shares of its common stock. The awarded shares were fully-vested on the date of grant and the Company recognized a charge to professional fees in the amount of $3,072,000, which was based on the estimated fair value of common stock awarded.

 

During the three months ended March 31, 2020, the Company sold subscriptions to issue 21,500 shares of common stock in exchange for $107,500 of cash proceeds. These sales were made pursuant to the Company’s primary offering in its effective Registration Statement on Form S-1. During the three months ended March 31, 2019, the Company sold subscriptions to issue 90,000 shares of common stock in exchange for $225,000 of cash proceeds.

 

Deposits on Common Stock Subscriptions

 

Since inception of the Company, and before the issuance of the Company’s disclosure statement in January 2017 (see below), the Company received gross cash proceeds of approximately $11,000,000 as deposits from investors who have indicated an interest in purchasing shares of the Company’s common stock. The Company has refunded an aggregate of approximately $1,900,000.

 

In a disclosure statement from the Company dated January 9, 2017, each potential investor was asked to ratify their investment decision and thereby acquire shares of the Company’s common stock. The Company also provided each potential investor the option of rescinding its investment interest, in which case the Company would return any deposit they submitted and would not issue them any shares of common stock. As of March 31, 2020 and December 31, 2019, deposits of approximately $8,500,000 have been ratified.

 

In addition, as of March 31, 2020, subscription deposits of $457,000 have been rescinded and the Company has not received a response from individuals or entities representing deposits of $129,000. Based on the refundable nature of the Company’s common stock subscriptions, and until each potential investor ratified their investment decision, amounts received by the Company have been presented as liabilities in the accompanying consolidated balance sheets. As of March 31, 2020 and December 31, 2019, deposits on common stock subscriptions totaled $586,000.

 

 
F-14

Table of Contents

 

Warrants and Stock Options

 

There are no warrants or stock options granted, issued or outstanding as of the March 31, 2020 and December 31, 2019.

 

5. Stockholder Payable

 

The Company has primarily relied on the financial and human resources, relationships, funding and expertise of its founding stockholders, who are husband and wife, since inception. As a result, the Company advances and receives funds as the Company’s cash needs dictated and during the three months ended March 31, 2020 and 2019, amounts funded and/or loaned to the Company by its Chairperson, President and majority stockholder were $310,000 and $262,000, respectively, and amounts returned during the same periods were $4,000 and $81,000, respectively. As of March 31, 2020 and December 31, 2019, the stockholder payable balance outstanding was $4,776,000 and $4,470,000, respectively. The stockholder payable does not bear interest, is not collateralized and has no formal repayment terms.

 

6. Note Payable – Related Party

 

On May 1, 2018, the Company entered into a promissory note with a trust controlled by the Company’s Chairperson, President and majority stockholder. Under the terms of the promissory note, the Company borrowed $1,285,000 at 5% annual, simple interest and is obligated to repay the principal and interest amounts on January 1, 2020. In March 2020, the parties extended the maturity date of the note to January 1, 2022. The promissory note contains standard acceleration provisions upon an event of default and the borrowing is not collateralized. The balance of the promissory note as of March 31, 2020 and December 31, 2019 was $1,285,000, and interest payable related to the promissory note as of March 31, 2020 and December 31, 2019 was $123,000 and $107,000, respectively. For the three months ended March 31, 2020, and 2019 the Company incurred interest expense from the promissory note of $16,000 and $16,000, respectively.

 

7. Commitments and Contingencies

 

Commitments

 

Since inception, the Company has leased access to computer storage and processing space from a trust controlled by the Company’s Chairperson, President and majority stockholder. Under the terms of the agreement, the Company first became obligated to pay for these services on January 1, 2009, when the monthly payment was $44,000 or $525,000 for the 2009 year. From 2010 to 2014, the service payments were $875,000 annually. From 2015 through 2019, the service payments were $1,050,000 annually. The parties agreed to renew the agreement for 2020 under the same terms. For each of the three months ended March 31, 2020 and 2019, expenses associated with these services were $262,500 (Note 11). The Company’s board of directors has ratified and approved the terms of each annual service agreement. The agreement expires October 30, 2020. Amounts owed to the Chairperson, President and majority stockholder for amounts owing under this arrangement are included in stockholder payable (Note 5).

 

 
F-15

Table of Contents

 

In October 2017, the Company entered into an operating lease with a trust controlled by the Company’s Chairperson, President, and majority stockholder for office and internet server space for monthly rent of $16,000. The agreement expires October 1, 2022. Amounts owed to the Chairperson, President and majority stockholder for amounts owing under this arrangement are included in stockholder payable (Note 5).

 

In August 2015, the Company entered into an operating lease (as amended) for office space in Ontario, California, which expires on October 31, 2020. The lease includes approximately 5,600 rentable square feet of office space. The Company also leases certain office suites typically under a one year term. Rent expense for office space for the three months ended March 31, 2020 and 2019 was $36,000 and $44,000, respectively.

 

Non-cancelable future minimum lease payments required under operating leases are as follows as of March 31, 2020:

 

Years Ending December 31,

 

 

 

 

 

 

 

2020

 

$ 851,000

 

2021

 

 

192,000

 

2022

 

 

144,000

 

 

 

 

 

 

 

 

$ 1,187,000

 

 

Concentrations

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and money market funds. Management mitigates such potential risks by maintaining the Company’s cash balances with entities that management believes possess high-credit quality. 

 

Other Contingencies

 

From inception of the Company through January 9, 2017, the date of the disclosure statement described in Note 4, the Company received cash proceeds as deposits from individuals who indicated an interest in purchasing shares of the Company’s stock. At the time of these transactions, management does not believe that the Company offered securities for sale, as defined by the Securities Act of 1933. However, if such transactions were deemed to be an offering of securities, management believes that the Company complied with Section 4(a)(2) of the Securities Act of 1933, including the requirement that each purchaser be an accredited investor (as defined) or a sophisticated investor (as defined). In the event that the Company was deemed to have offered securities for sale and did not comply with Section 4(a)(2) of the Securities Act of 1933, the Company may be required to refund amounts received and/or be subject to penalties from security regulators. The accompanying consolidated financial statements do not include any amounts related to this uncertainty.

 

 
F-16

Table of Contents

 

Periodically, the Company receives services from individuals that the Company classifies as independent contractors. Management believes that such individuals are independent contractors because, among other things, they can choose whether, when, and where to provide services and are free to provide services to others. However, if the Company was required to classify such individuals as employees, it would likely incur significant additional expenses, potentially including expenses associated with the application of wage and hour laws, employee benefits, social security contributions, taxes, and penalties. The accompanying consolidated financial statements do not include any amounts related to this uncertainty.

 

8. Income Taxes

 

The tax effects of temporary differences that give rise to significant portions of the net deferred income tax assets are primarily the Company’s Federal and state net operating loss carryforwards in the amounts of approximately $10,600,000 and $10,000,000 as of March 31, 2020 and December 31, 2019, respectively.

 

Management has established a valuation allowance equal to the entire amount of the Company’s net deferred income tax assets due to the uncertainty that the deferred income tax assets will be realized by the Company’s ability to generate sufficient future taxable income.

 

On December 22, 2017, U.S. tax legislation known as the U.S. Tax Cuts and Jobs Act of 2017 (the “TCJA”) was enacted. For corporations, the TCJA amends existing U.S. Internal Revenue Code by reducing the corporate income tax rate and modifying several business deduction and international tax provisions. Specifically, the corporate income tax rate was reduced to 21% from 34%, which resulted in revaluation of deferred income tax assets and liabilities and adjustment to the corresponding valuation allowance. Other changes that may have significant future impact on the Company’s financial position relates to net operating losses, which will have an unlimited carryforward period (previously 20 years) and no carryback period (previously 2 years), but deductions for such losses are limited to 80% of taxable income (previously 100% of taxable income) beginning with the 2018 tax year.

 

Utilization of the net operating loss carryforwards may be subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code of 1986 and similar state provisions due to equity ownership changes that have occurred previously or that could occur in future. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized to offset future taxable income and tax.

 

The Company has reviewed its tax positions and has determined that it has no significant uncertain tax positions at March 31, 2020 and December 31, 2019.

 

 
F-17

Table of Contents

 

9. Legal Proceedings

 

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

 

10. Related Party Transactions

 

The Company has primarily relied on the financial and human resources, relationships, funding and expertise of its founding stockholders, who are husband and wife, since inception. See Note 5 above for further discussion.

 

On May 1, 2018, the Company entered into a promissory note with a trust controlled by the Company’s Chairperson, President and majority stockholder. See Note 6 above for further discussion.

 

Since inception, the Company has leased access to computer storage and processing space from a trust controlled by the Company’s Chairperson, President and majority stockholder. See Note 7 above for further discussion.

 

On May 14, 2018, the Company entered into employment agreements with Anna Chin and William DeLisi to serve as the Company’s President and Chief Executive Officer, respectively, under which the Company agreed to compensate Ms. Chin and Mr. DeLisi each at the annual salary of $121,000, beginning January 1, 2018 and terminating on December 31, 2023, with the possibility of extending the term for one additional year. In the event the Company is not able to pay Ms. Chin and/or Mr. DeLisi cash compensation for their salaries, the Company may issue shares of its common stock, valued at $5.00 per share, in lieu of such cash compensation. Any such shares will be issued at the end of each calendar quarter for any cash compensation they did not receive. Ms. Chin and Mr. DeLisi are also entitled to standard executive employee health and life insurance benefits and certain severance payments in the event of termination.

 

11. Subsequent Events

 

In April 2020, the Company sold subscriptions to issue 300,000 shares of its common stock to a non-affiliated investor in exchange for $1,500,000 of cash proceeds. All sales were made pursuant to the Company’s primary offering in its effective Registration Statement on Form S-1.

 

 
F-18

Table of Contents

 

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

Disclaimer Regarding Forward Looking Statements

 

Our Management s Discussion and Analysis or Plan of Operation contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

 

Although the forward-looking statements in this Registration Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

 

Overview

 

We are a unique bundled internet solution, consisting of search, chat, email, and offsite file transfer and storage modules, created to address dangerous, pressing issues not adequately addressed by our competitors. Gofba was established to address the current dangers that threaten the everyday internet user. We see two primary threats. The first is unrestricted, free access to inappropriate material. We have developed proprietary search algorithms which eliminate or make scarce inappropriate material from search results. The second is security. To address this, we have developed proprietary security algorithms which provide an enhanced level of protection for users. We believe we are the online solution to these problems; providing users with a safe haven on the internet. With limited promotional activity and no advertising, we currently enjoy over 40 million users worldwide. Our user base is increasing at an ever-expanding rate.

 

 
4

Table of Contents

 

Corporate Overview

 

We were incorporated in the State of California as Gofba, Inc. on November 6, 2008.

 

Our offices are located at 3281 East Guasti Road, Suite 700, Ontario, CA 91761, telephone number (909) 212-7989.

 

This discussion and analysis should be read in conjunction with our consolidated financial statements included as part of this report.

 

Critical Accounting Policies

 

Revenue

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition and most industry specific guidance. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The new revenue standard was effective for the Company on January 1, 2019.

 

The Company recognizes revenue when a customer obtains control of promised services or products. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services/products. To achieve this core principle, management applies the following steps:

 

1. Identification of the contract, or contracts, with the customer

 

The Company determines it has a contract with a customer when the contract is approved, it can identify each party s rights regarding the services to be transferred, it can identify the payment terms for the services, it has determined the customer has the ability and intent to pay and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer s ability and intent to pay, which is based on a variety of factors, including the customer s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.

 

2. Identification of the performance obligations in the contract

 

Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract.

 

 
5

Table of Contents

  

3. Determination of the transaction price

 

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services (or products) to the customer. Variable consideration is included in the transaction price if, in management s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

 

4. Allocation of the transaction price to the performance obligation in the contract

 

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price.

 

5. Recognition of the revenue when, or as, a performance obligation is satisfied

 

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service (or product) to a customer. Revenue is recognized as control is transferred to the customer, in an amount that reflects the consideration expected to be received.

 

6. Variable Consideration

 

Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will not occur when the uncertainty is resolved.

 

Software Development Costs

 

Software development costs are capitalized once the technological feasibility of a product is established. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established and the evaluation is performed on a product-by-product basis. For products where proven technology exists, this may occur early in the development cycle. When a product is ready for its intended use, capitalized software development costs are amortized over an estimated useful life of four years.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of Gofba and the accounts of Great Tech, Inc. ( GTI ), an entity wholly-owned by Gofba s Chairperson, President and majority stockholder. The consolidated entities are referred to herein as the Company and intercompany balances and transactions have been eliminated in consolidation.

 

Management determined that GTI is a variable interest entity primarily because it is thinly capitalized and may require additional capital to finance its activities. Management also determined that Gofba is the primary beneficiary of GTI based primarily on common stockholders and the related party nature of GTI s decision-makers and daily business operators.

 

 
6

Table of Contents

 

Recent Accounting Pronouncements

 

Recent accounting pronouncements are disclosed in Note 1 to our consolidated financial statements.

 

Results of Operations

 

We have no significant revenue-generating operations, a material working capital deficit and a history of experiencing operating losses. Historically, our primary sources of liquidity have come from deposits on common stock subscriptions and operating expenses paid on our behalf by our Chairperson, President and majority stockholder. During 2019, and the year-to-date period in 2020, we continue to develop our technologies, our strategy to monetize our intellectual properties and our business plan. Our management intends to rely on additional sales of our common stock, as well as payments from our Chairperson, President and majority stockholder, to provide sufficient liquidity to meet our cash requirements for a period of at least the next twelve months. Given the uncertain nature of our plans, and our reliance on related parties, there is substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern; however, there can be no assurance that our operations will generate substantial revenue or become profitable or that sources of financing, including the issuance of debt and/or equity securities, and continued borrowings from related parties, will be available at times and on terms acceptable to us, or at all.  On April 10, 2020, we sold a subscription to issue 300,000 shares of our common stock to an unrelated investor in exchange for $1,500,000 in cash proceeds.  The sale was made under the primary offering in our Registration Statement on Form S-1.  We believe the $1,500,000 in additional cash proceeds is sufficient to cover our cash needs and requirements for the remainder of 2020.

  

We plan to focus on creating new revenue generating activities through various initiatives. Since we have not established any sources of revenue to cover our operating costs, we plan to continue to fund our losses through continued issuance of our common stock and receiving financial support from related parties, including our Chairperson, President and majority stockholder.

 

In March 2020, the World Health Organization characterized a novel coronavirus disease (“COVID-19”) as a pandemic. COVID-19 has had a widespread and detrimental effect on the global economy as a result of the continued increase in the number of cases and affected countries and actions by public health and governmental authorities, businesses, other organizations and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total lock-down orders and business limitations and shutdowns. The ultimate impact of the COVID-19 pandemic on our business, results of operations, development of our technologies, and ability to raise capital is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Any resulting financial impact cannot be reasonably estimated at this time, but we expect it will continue to have a material impact on our business, financial condition and results of operations.

 

 
7

Table of Contents

 

Summary of Results of Operations

 

 

 

Three months ended

March 31,

 

 

 

2020

 

 

2019

 

 

 

(000's)

 

 

(000's)

 

Revenues

 

$ 21

 

 

$ -

 

Cost of goods sold

 

 

22

 

 

 

-

 

Gross profit (loss)

 

 

(1 )

 

 

-

 

Operating expenses:

 

 

 

 

 

 

 

 

General and administrative

 

$ 536

 

 

$ 477

 

Professional fees

 

 

127

 

 

 

99

 

Depreciation and amortization

 

 

13

 

 

 

22

 

Total operating expenses

 

 

676

 

 

 

598

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$ (677 )

 

$ (598 )

 

Revenue and Gross Profit

 

We generated a nominal amount of revenues during the three months ended March 31, 2020 by selling custom hardware to one customer in the amount of $21,000. The expense attributable to the sold items was $22,000, thus our gross profit during this period was negative $1,000. There were no such revenues during the same period last year. We do not expect to generate significant future revenues from sales of customer hardware products.

 

Operating Loss and Net Loss

 

Our operating loss and net loss increased by $79,000 to $677,000 during the three months ended March 31, 2020 from $598,000 during the same period last year. The increase in the operating loss and net loss compared to the prior year is a result of the increase in general and administrative expenses of $59,000 and professional fees of $28,000, which was partly offset by a decrease in depreciation and amortization of $9,000.

 

For the three months ended March 31, 2020, our most significant expense is included in general and administrative expense and represents over $300,000 of services related to our use of a related party server towers, super computers and virtual servers. The counterparty to this agreement is a trust controlled by our Chairperson, President and majority stockholder. The annual agreement stipulating the equipment utilized and the monthly fee is ratified and approved by our board of directors.

 

 
8

Table of Contents

 

General and Administrative Expenses

 

General and administrative expenses increased by $59,000, from $477,000 for the three months ended March 31, 2019 to $536,000 during the same period. During the first quarter of 2020, the most significant expenses related to our use of server towers, super computers and virtual servers from a trust controlled by our Chairperson, President and majority stockholder in the amount of $310,000, software and application maintenance expenses of approximately $67,000, and executive compensation of approximately $14,000 (as an additional $56,000 was capitalized as software development costs). The salary expense results from executive agreements, further discussed below and in the notes to our 2020 condensed consolidated financial statements. The increase in current year general and administrative expenses resulted primarily from increased rent expenses.

 

Professional Fees

 

Our professional fees increased by $28,000, to $127,000 during the three months ended March 31, 2020 from $99,000 during the same period in 2019. Professional fees incurred during the three months ended March 31, 2020, related principally to legal and accounting expenses associated with the Company preparing its 2019 Annual Report on Form 10-K and filing such report in April 2020 with the Securities and Exchange Commission. We expect professional fees to fluctuate with the needs of our business and overall strategy to implement our business plan. In the event we undertake a significant transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

 

Depreciation and Amortization Expenses

 

Our depreciation and amortization expenses decreased by $9,000 to $13,000 during the three months ended March 31, 2020, as compared to $22,000 during the same period last year, which such decrease was attributable to several assets subject to depreciation becoming fully-depreciated in 2019. 

 

Liquidity and Capital Resources

 

We are still developing our technology platforms and technologies and are incurring operating losses. As a result, we have no recurring revenue streams and we have never generated positive operating cash flows. Our cash on hand as of March 31, 2020 was zero and our monthly cash flow burn rate was approximately $60,000. In addition, we have incurred a significant amount of debt. Since inception, our liquidity has been tight and we have significant short-term cash needs. Historically, these needs were satisfied through proceeds from deposits received for the sales of our common stock and payments made on our behalf by our Chairperson, President and majority stockholder. We currently do not believe we will be able to satisfy our cash needs from our revenues for at least several years to come.

 

 
9

Table of Contents

 

During the three months ended March 31, 2020, we continued to develop our platform and technologies, strategy to monetize our intellectual properties and our business plan. We intend to rely on additional sales of the our common stock, as well as related party relationships and resources, to provide sufficient liquidity to meet our cash requirements for a period of at least the next twelve months. Given the uncertain nature of these plans, there is substantial doubt about our ability to continue as a going concern. There can be no assurance that our operations will become profitable or that sources of financing, including the issuance of debt and/or equity securities, and borrowings from related parties, will be available at times and on terms acceptable to us, or at all.  On April 10, 2020, we sold a subscription to issue 300,000 shares of our common stock to an unrelated investor in exchange for $1,500,000 in cash proceeds.  The sale was made under the primary offering in our Registration Statement on Form S-1.  We believe the $1,500,000 in additional cash proceeds is sufficient to cover our cash needs and requirements for the remainder of 2020.

 

We plan to focus on creating new revenue generating activities through various initiatives. Since we have not established any sources of recurring revenue to cover our operating costs, we plan to continue to fund our losses through continued issuance of our common stock and support from its majority stockholder and other related parties.

 

In order to repay our obligations in full, or in part, when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

 

As stated earlier in this report, the impact of the COVID-19 pandemic is highly uncertain and cannot be predicted with confidence; however, management expects it to negatively impact the development of the Company's  technologies and its ability to raise capital.

 

Cash Requirements

 

We had cash balances of $-0- and $94,000 as of March 31, 2020 and December 31, 2019, respectively. Based on limited revenues, limited cash on hand, and current expected monthly cash burn rate of approximately $60,000, we will need financial support from related parties and will need to raise money from the issuance of equity and/or debt securities, to fund operations. Further, we have a $1,285,000 note payable that is contractually due on January 1, 2022 (as amended), along with accrued interest. On April 10, 2020, we sold a subscription to issue 300,000 shares of our common stock to an unrelated investor in exchange for $1,500,000, which will greatly assist with our short term cash needs.  We may not be successful in obtaining the continued financial support of related parties and unrelated parties, borrowing additional funds or raising money from the issuance of our securities. 

 

 
10

Table of Contents

 

Sources and Uses of Cash

 

Operating

 

We used cash for operating activities of $198,000 for the three months ended March 31, 2020, as compared to $193,000 for the same period in 2019. The most significant factor in our operating cash used is our net loss, adjusted for non-cash expenses. In the first quarter of 2020, the net cash used in operating activities consisted primarily of our net loss of $677,000, offset by a non-cash lease expense of $310,000. In 2019, the net cash used in operating activities consisted primarily of our net loss of $598,000, a portion of which was offset by a non-cash equity award of approximately $15,000 and non-cash lease expense of $262,000. We expect to use significant cash amounts in our operating activities.

 

Investing

 

We did not use any cash in investing activities during the three months ended March 31, 2020 and 2019 We expect to use cash in investing activities in future periods, the extent of which is dependent on the availability of cash.

 

Financing

 

Net cash provided by financing activities for the three months ended March 31, 2020 was $104,000, compared to $144,000 for the 2019 period. During the first three months of 2020, cash proceeds from the sale of common stock of approximately $108,000 and net repayments of the stockholder payable was $4,000. During the same period last year, financing activities consisted of mostly cash proceeds from the sale of common stock in the amount of $225,000 and net repayments to the stockholder payable was $81,000.

 

Contractual Obligations

 

As a smaller reporting company, we are not required to provide this information.

           

Off Balance Sheet Arrangements

 

We have no off balance sheet arrangements.

 

Related Party Transactions 

 

On May 1, 2018, we entered into a promissory note with a trust controlled by our Chairperson, President and majority stockholder. Under the terms of the promissory note, we borrowed $1,285,000 at 5% annual, simple interest and were obligated to repay the principal and interest amounts on January 1, 2020. The promissory note contains standard acceleration provisions upon an event of default and the borrowing is not collateralized. We borrowed the funds to pay the remaining settlement amount due under the settlement agreement in a lawsuit we settled in 2018. The note's maturity date has been extended to January 1, 2022 under the same terms.

 

 
11

Table of Contents

 

On May 14, 2018, we entered into employment agreements with Anna Chin and William DeLisi to serve as our President and Chief Executive Officer, respectively, under which we agreed to compensate Ms. Chin and Mr. DeLisi each at the annual salary of $121,000, beginning January 1, 2018 and terminating on December 31, 2023, with the possibility of extending the term for one additional year. In the event we are not able to pay Ms. Chin and/or Mr. DeLisi cash compensation for their salaries, we may issue shares of our common stock, valued at $5.00 per share, in lieu of such cash compensation. Any such shares will be issued at the end of each calendar quarter for any cash compensation they did not receive. Ms. Chin and Mr. DeLisi are also entitled to standard executive employee health and life insurance benefits and certain severance payments in the event of termination.

 

Since our inception, we have leased access to server towers, super computers and virtual servers from a trust controlled by the Company s Chairperson, President and majority stockholder. Under the terms of the agreement, we first became obligated to pay for these services on January 1, 2009, when the monthly payment was $44,000 or $525,000 for the 2009 year. From 2010 to 2014, the service payments were $875,000 annually. From 2015 through 2019, the service payments were $1,050,000 annually. For the three months ended March 31, 2020, the parties continue to follow the terms of the most recent 2019 arrangement. Our board of directors has ratified and approved the terms of each annual service agreement. The agreement expires October 30, 2020. Amounts owed to the Chairperson, President and majority stockholder for amounts owing under this arrangement are included in stockholder payable.

 

In October 2017, we entered into an operating lease with a trust controlled by our Chairperson, President, and majority stockholder for office and internet server space for monthly rent of $16,000. The agreement expires October 1, 2022. Amounts owed to the Chairperson, President and majority stockholder for amounts owing under this arrangement are included in stockholder payable.

 

We have primarily relied on the financial and human resources, relationships, funding and expertise of our founding stockholders, who are husband and wife, since inception. As a result, the Company advances and receives funds as the Company's cash needs dictated and during the three months ended March 31, 2020 and 2019, amounts funded to the Company by its Chairperson, President and majority stockholder were $310,000 and $262,000, respectively, and amounts returned during the same periods were $4,000 and $81,000, respectively. As of March 31, 2020 and December 31, 2019, the stockholder payable balance outstanding was $4,776,000 and $4,470,000, respectively. The stockholder payable does not bear interest, is not collateralized and has no formal repayment terms. 

 

 
12

Table of Contents

 

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.

 

ITEM 4 Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our Principal Accounting Officer), of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer, who are our principal executive officer and principal financial officers, respectively, concluded that, as of March 31, 2020, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

Our Chief Executive Officer and Chief Financial Officer (our Principal Accounting Officer) do not expect that our disclosure controls or internal controls will prevent all error and all fraud. No matter how well conceived and operated, our disclosure controls and procedures can provide only a reasonable level of assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

 

 
13

Table of Contents

 

(b) Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer (our Principal Financial Officer), and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

 

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;

 

 

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management has identified the following material weaknesses that have caused management to conclude that, as of December 31, 2019, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

 

1. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

 
14

Table of Contents

 

2. We have not documented our internal controls. We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions. As a result, we may be delayed in our ability to calculate certain accounting provisions. While we believe these provisions are accounted for correctly in the attached financial statements, our lack of internal controls could lead to a delay in our reporting obligations. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

3. Our financial reporting closing process did not effectively determine all period-end adjustments. While the adjustments are accounted for correctly in the attached financial statements, our lack of internal controls could lead to a delay in our reporting obligations.

 

4. Our corporate governance and U.S. GAAP and SEC accounting resources were not commensurate with those required of a public company. Although we are working to increase our accounting resources as our budget allows, we do not have all resources in place, which could lead to a delay in our reporting obligations.

 

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 

(c) Remediation of Material Weaknesses

 

In order to remediate the material weakness in our documentation, evaluation and testing of internal controls, we intend to hire additional qualified and experienced personnel to assist us in remedying these material weaknesses as our business grows and as additional financial and other resources become available to us.

 

(d) Changes in Internal Control over Financial Reporting

 

There have been no changes in the our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

 

 
15

Table of Contents

 

PART II – OTHER INFORMATION

 

ITEM 1 Legal Proceedings

 

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

 

ITEM 1A Risk Factors

 

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

 

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

 

During the three months ended March 31, 2020 we did not issue any unregistered securities.

 

ITEM 3 Defaults Upon Senior Securities

 

On May 1, 2018, we entered into a promissory note with Sunray Trust, a trust for which Anna Chin, one of our officers and directors, is a trustee. Under the terms of the promissory note, we borrowed $1,284,697 at 5% percent annual, simple interest, with a maturity date of January 1, 2020.   From January 1, 2020 until March 5, 2020, we were in default under the terms of the promissory note, but did not receive a notice of default from Sunray Trust.  On March 5, 2020, we entered into an amendment to the promissory note for the purpose of extending the maturity date of the note from January 1, 2020 to January 1, 2022. As consideration for the extension of the maturity date on the note, we agreed to pay a fee in the amount of one-half of one percent (0.5%) of the original principal amount, payable on the new maturity date (the “Loan Fee”).  Sunray Trust agreed to waive the Loan Fee in the event that we do not default on our payment obligations set forth in the note, as amended.  As a result of the amendment we are not in default under the terms of the promissory note, as amended, and there is no arrearage as of the date of filing this report.

 

ITEM 4 Mine Safety Disclosures

 

There have been no events which are required to be reported under this Item.

 

ITEM 5 Other Information

 

Computers Tower Lease Agreement

 

Since inception, we have leased computer storage and processing space from Sunray Trust, a trust for which Anna Chin, one of our officers and directors, is a trustee. Under the terms of a Computer Towers Lease Agreement, Sunray Trust provides us with sufficient space to store the data used in our operations, as well as the processors and other technology equipment to run our programs and applications in exchange for a monthly rate based on the number of server towers, super computers and virtual servers our business operations require, with the amount modified annually. Each year we sign an amendment to the Computer Towers Lease Agreement for our use for the upcoming year. Since 2015, our lease payments have been $1,050,192 per year. Effective January 1, 2020, we signed an amendment to the Computer Tower Lease Agreement for an annual rate $1,050,192 for 2020.  We anticipate this will increase in future years as we need additional resources. The current Computer Towers Lease Agreement is set to terminate on October 30, 2020.

 

Amendment to Sunray Trust Promissory Note

 

            On March 5, 2020, we entered into an amendment to that certain promissory note with Sunray Trust dated May 1, 2018 for the purpose of extending the maturity date of the note from January 1, 2020 to January 1, 2022. As consideration for the extension of the maturity date on the note, we agreed to pay a fee in the amount of one-half of one percent (0.5%) of the original principal amount, payable on the new maturity date (the “Loan Fee”).  Sunray Trust agreed to waive the Loan Fee in the event that we do not default on our payment obligations set forth in the note, as amended.

 

Status of Refunds to Pre-Subcribers

 

            As noted in our previous filings with the Commission, certain individuals or entities that gave us pre-subscription orders between 2009 and 2016 for shares of our common stock at between $1 and $5 per share, to be issued in the future if certain conditions were met, requested the return of their funds prior to the conditions being met.  As of December 31, 2019, thirty-one of the pre-subscribers that indicated they wish to receive the investment back had not received their money back. Those pre-subscribers that requested a return of their funds but had not received their funds had indicated to us they were willing to wait until we completed our primary offering that is the subject of that S-1 Registration Statement that went effective with the Securities and Exchange Commission on November 12, 2019, before they receive their funds back. As of May 15, 2020, we had raised $1,607,500 under our primary offering, which is not the entire amount of our primary offering, but is more than the total amount owed to the pre-subscribers requesting a return of their funds.  As a result, in early May 2020, we sent letters to all those pre-subscribers that had requested a return of their funds but had not received them yet, asking that they confirm their address to us so we can return their funds.  As we receive those letters back from pre-subscribers we will return their funds timely to the address indicated by each pre-subscriber.

  

 
16

Table of Contents

 

ITEM 6 Exhibits

 

Item No.

 

Description

 

 

 

3.1 (1)

 

Amended and Restated Articles of Incorporation of Gofba, Inc.

 

3.2  (1)

 

Amended and Restated Bylaws of Gofba, Inc.

 

10.1 (1)

 

Lease with RAR2-Inland Empire Offices-CA, Inc. dated July 9, 2015

 

10.2 (1)

 

Form of Stock Purchase Agreement for Litigation Settlement Offering

 

10.3 (1)

 

Settlement and Release Agreement by and between Gofba, Inc. and Sharlene Chang, et al dated October 3, 2017

 

10.4 (1)

 

Amendment No. 1 to Settlement and Release Agreement by and between Gofba, Inc. and Sharlene Chang, et al dated March 27, 2018

 

10.5 (1)

 

Computer Towers Lease Agreement dated November 1, 2006

 

10.6 (1)

 

Form of Annual Amendment to Computer Towers Lease Agreement

 

10.7 (1)

 

Employment Agreement with Anna Chin dated May 14, 2018

 

10.8 (1)

 

Employment Agreement with William DeLisi dated May 14, 2018

 

10.9 (1)

 

Promissory Note issued to Sunray Trust dated May 1, 2018

 

10.10 (2)

 

Amendment No. 1 to Computer Tower Lease Agreement by and between Gofba, Inc. Sunray Trust dated January 1, 2020

 

10.11 (2)

 

Amendment No. 1 to Promissory Note issued to Sunray Trust dated March 5, 2020

 

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith)

 

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith)

 

32.1

 

Section 1350 Certification of Chief Executive Officer (filed herewith).

 

32.2

 

Section 1350 Certification of Chief Accounting Officer (filed herewith).

 

 

 

101.INS **

 

XBRL Instance Document

 

101.SCH **

 

XBRL Taxonomy Extension Schema Document

 

101.CAL **

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF **

 

XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB **

 

XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE **

 

XBRL Taxonomy Extension Presentation Linkbase Document

________

* Filed herewith.

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

(1) Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on May 25, 2018.

 

(2) Incorporated by reference from our Annual Report on Form 10-K (12/31/19) filed with the Commission on April 14, 2020.

 

 
17

Table of Contents

 

SIGNATURES

 

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

 

 

Gofba, Inc.

 

 

 

Dated: May 19, 2020

By:

/s/ William DeLisi

 

 

William DeLisi

 

 

Chief Executive Officer

 

 

 

 

 

 

Dated: May 19, 2020

By:

/s/ Anna Chin

 

 

 

Anna Chin

 

 

Chief Financial Officer

 

 

 
18