Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2021

[ ] 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: 000-55505

BRIDGEWAY NATIONAL CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware		45-5523835
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

1015 15^th Street NW, Suite 1030, Washington, DC		20005
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code: 1-202-846-7869

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 [X] 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 such shorter period that the registrant was required to submit such files). Yes [X] 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 (Check one):

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ]	Smaller reporting company [X]

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 [X]

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		BDGY		OTC Pink

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class		Outstanding as of June 14, 2021
Class A Common Stock, $0.001 par value		2,410,229

BRIDGEWAY NATIONAL CORP.

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020		F-1

Consolidated Statements of Operations for the three months period ended March 31, 2021 and March 31, 2020 (Unaudited)		F-2

Consolidated Statements of Changes in Stockholders’ Deficiency for the three months period ended March 31, 2021 and March 31, 2020 (Unaudited)		F-3

Consolidated Statements of Cash Flows for the three months period ended March 31,2021 and March 31,2020 (Unaudited)		F-4

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		3

Item 3. Quantitative and Qualitative Disclosures About Market Risk		6

Item 4. Controls and Procedures		6

PART II - OTHER INFORMATION		7

Item 1. Legal Proceedings		7

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		7

Item 3. Defaults Upon Senior Securities		7

Item 4. Mine Safety Disclosure		8

Item 5. Other Information		8

Item 6. Exhibits		8

SIGNATURES		9

-2-

BRIDGEWAY NATIONAL CORP.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	As at
	March 31, 2021			December 31, 2020

ASSETS
Current Assets:
Cash	$	90,183		$	1,915
Total Current Assets		90,183			1,915
Property and equipment, net		76,936			79,273
Rights-of-use assets		682,702			722,088
Total Assets	$	849,821		$	803,276

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable		217,098			217,098
Accrued expenses		541,250			417,960
Accrued interest expenses on convertible notes payable		156,880			94,727
Dividend payable		64,352			54,366
Due to related party		69,903			81,277
Convertible notes payable, net of unamortized discount $96,166 (2020 - $184,388)		1,222,834			1,086,612
Derivative liability – notes and warrants		1,588,272			1,717,337
Right of use liabilities – operating leases, current		130,644			115,547
Total Current Liabilities		3,991,233			3,784,924
Long-term Notes payable		150,000			-
Right of use liabilities – operating leases, long term		612,362			657,457
Total Liabilities		4,753,595			4,442,381

Stockholders’ Deficiency:
Series A preferred stock, $0.001 par value, 62,374,819 shares authorized, 1,000 shares issued and outstanding (December 31, 2020 – 1,000), respectively		1			1
Series B preferred stock, $0.001 par value, 125,181 shares authorized, 125,001 shares issued and outstanding (December 31, 2020 – 125,001 shares issued and outstanding), respectively		125			125
Class B common stock, $0.001 par value, 18,750,000 shares authorized, nil shares issued and outstanding		-			-
Class A common stock, $0.001 par value, 168,750,000 shares authorized, 2,410,229 and 2,410,229 issued and outstanding (December 31, 2020 – 2,410,229 and 2,410,229 issued and outstanding), respectively		2,410			2,410
Additional paid-in capital		7,378,923			7,388,909
Accumulated deficit		(11,285,233	)		(11,030,550	)
Total Stockholders’ deficiency		(3,903,774	)		(3,639,105	)

Total Liabilities and Stockholders’ Deficiency	$	849,821		$	803,276

See accompanying notes to the unaudited consolidated financial statements.

F-1

BRIDGEWAY NATIONAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the three months ended
	March 31,			March 31,
	2021			2020
Operating expenses:
Professional fees		10,670			32,210
General and administrative		160,099			176,422
Amortization expense		41,723			1,958
Total operating expenses		212,492			210,590
Loss from operations		(212,492	)		(210,590	)
Other income (expenses)
Change in fair value of derivative liabilities		129,065			37,994
Loss on derivative liabilities		-			(1,739,698	)
Interest expense		(171,256	)		(99,330	)
Total other income (expenses)		(42,191	)		(1,801,034	)

Loss from continuing operations before income tax provision		(254,683	)		(2,011,624	)
Income tax provision		-			-
Loss before income tax provision		(254,683	)		(2,011,624	)
Net loss		(254,683	)		(2,011,624	)
Series B preferred stock dividend		(9,986	)		(9,986	)
Net loss attributable to common stockholders		(264,669	)		(2,021,610	)
Net loss per Common share:
- Basic and Diluted		(0.11	)		(0.84	)

Weighted average commons shares Outstanding:
- Basic and Diluted		2,410,229			2,410,229

See accompanying notes to the unaudited consolidated financial statements.

F-2

BRIDGEWAY NATIONAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY(UNAUDITED)

FOR THE THREE MONTH ENDED MARCH 31, 2021 AND 2020

	Preferred stock Par value $0.001								Common stock Par value $0.001				Additional						Total
	Number of Shares				Amount $				Number		Amount		Paid-In Capital			Accumulated Deficit			Stockholders’ Deficiency
	Series A		Series B		Series A		Series B		of Shares		$		$			$			$

Balance, December 31, 2019		1,000		96,429	$	1	$	96		2,410,229	$	2,410	$	6,893,176		$	(6,905,767	)	$	(10,084	)
Preferred stock issued as compensation for financing		-		28,572		-		29		-		-		399,971			-			400,000
Series B Preferred stock dividend		-		-		-		-		-		-		(9,986	)		-			(9,986	)
Deemed distributions to CEO		-		-		-		-		-		-		(155,694	)					(155,694	)
Net loss		-		-		-		-		-		-		-			(2,011,624	)		(2,011,624	)
Balance, March 31, 2020		1,000		125,001	$	1	$	125		2,410,229	$	2,410	$	7,127,467		$	(8,917,391	)	$	(1,787,388	)

Balance, December 31, 2020		1,000		125,001	$	1	$	125		2,410,229	$	2,410	$	7,388,909		$	(11,030,550	)	$	(3,639,105	)
Series B Preferred stock dividend		-		-		-		-		-		-	$	(9,986	)		-		$	(9,986	)
Net Loss		-		-		-		-		-		-		-			(254,683	)		(254,683	)

Balance, March 31, 2021		1,000		125,001	$	1	$	125		2,410,229	$	2,410	$	7,378,923		$	(11,285,233	)	$	(3,903,774	)

See accompanying notes to the unaudited consolidated financial statements.

F-3

BRIDGEWAY NATIONAL CORP.

CONSOLIDATED STATEMENTS OF CASHFLOWS (UNAUDITED)

	For the Three Months Ended
	March 31, 2021			March 31, 2020
Cash flows from Operating Activities:
Net loss	$	(254,683	)	$	(2,011,624	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expenses		2,337			1,958
Interest expense on convertible notes					-
Initial recognition of loss of derivative liabilities		-			1,739,698
Interest expense accretion of convertible notes discount		91,222			99,330
Change in fair value of derivative liabilities		(129,065	)		(37,994	)
Non cash operating lease expense		39,386			39,387
Changes in Operating Assets and Liabilities:
Prepaid expense		-			(17,244	)
Security Deposits					(66,155	)
Due from related parties		(11,374	)		(70,697	)
Accounts payable and accrued expenses		185,443			(21,151	)
Right of use liabilities		(29,998	)		(25,482	)
Net cash used in operating activities		(106,732	)		(369,974	)
Cash flows from Investing Activities:
Purchases of property and equipment		-			(66,378	)
Net cash used in investing activities		-			(66,378	)
Cash flows from Financing Activities:
Proceeds from notes payable		150,000			-
Proceeds from convertible notes		45,000			750,000
Net cash provided by financing activities		195,000			750,000
Net Change in Cash		88,268			313,648
Cash - Beginning of Reporting Period		1,915			-
Cash - End of Reporting Period	$	90,183		$	313,648

Supplemental Disclosure of Cash Flow Information
Interest Paid		-			-
Income tax paid		-			-
Issuance of Series B preferred stock as compensation for deferred financing fees		-			400,000
Dividends declared on series B preferred stock		9,986			9,986
Right of use assets and right of use liabilities recognized		-			879,635
Initial recognition of debt discount		-			845,000
Deemed distribution to CEO		-			155,694

See accompanying notes to the unaudited consolidated financial statements.

F-4

BRIDGEWAY NATIONAL CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Note 1 - Organization and Operations

Bridgeway National Corp., which we refer to as “the Company,” “our Company,” “we,” “us” or “our,”‎ was originally incorporated under the laws of the State of Nevada as Snap Online Marketing Inc. on June 4, 2012 and subsequently changed its name to LifeLogger Technologies Corp., which we were referred to as “LifeLogger.” On April 10, 2019, we reincorporated as a Delaware corporation and changed our name to Capital Park Holdings Corp. On December 19, 2019, we changed our name to Bridgeway National Corp. Our principal business address is 1015 15^th Street NW Suite 1030, Washington, DC 20005, 202-846-7869. We registered as a reporting company under the Securities Exchange Act of 1934, as amended on April 26, 2013. We are currently listed for trading on the OTC Pink under the trading symbol “BDGY.”

Corporate Structure

The Company is structured as a Delaware corporation that we expect to be treated as a corporation for U.S. federal income tax purposes. Your rights as a holder of shares, and the fiduciary duties of the Company’s Board of Directors and executive officers, and any limitations relating thereto are set forth in the documents governing the Company and may differ from those applying to a Delaware corporation. However, the documents governing the Company specify that the duties of its directors and officers will be generally consistent with the duties of a director of a Delaware corporation. The Company’s Board of Directors will oversee the management of the Company and our businesses. Initially, the Company’s Board of Directors will be comprised of five (5) directors, with three (3) of those directors appointed by holders of the Company’s Class A common stock and two (2) of those directors appointed by holders of the Company’s Class B common stock, and at least three (3) of whom will be the Company’s independent directors.

Prior to the transactions that took place on January 9, 2019, we were a lifelogging software company that developed and hosted a proprietary cloud-based software solution ‎accessible on iOS and Android devices that offers an enhanced media experience for consumers by augmenting ‎videos, livestreams and photos with additional context information and providing a platform that makes it easy to ‎find and use that data when viewing or sharing media. Subsequent to transactions that took place on January 9, 2019, in addition to its lifelogging software business, the Company has been structured as a holding company ‎with a business strategy focused on owning subsidiaries engaged in a number of diverse business activities.‎

F-5

Note 2 - Summary of Significant Accounting Policies

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss.

Liquidity and Basis of Presentation

The accompanying unaudited consolidated financial statements are expressed in United States dollars (“USD”) and related Notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2020 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on June 1, 2021.

The unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the unaudited consolidated financial statements, the Company had an accumulated deficit of $11,285,233 at March 31, 2021, and a net loss of $254,683 for the three-month ended March 31,2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Although the Company has recently broadened its business and operating model in an effort to generate more sufficient and stable sources of revenues and cash flows, its cash position is not sufficient to support its daily operations. While the Company believes that its new business and operating model presents a viable strategy to generate sufficient revenue and believes in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect.

The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

F-6

Note 3 – Notes Payable and Convertible Notes Payable

Convertible Notes Issue Date	Interest Rate			March 31, 2021 Principal Balance
March 2, 2020		12	%	$	845,000
September 30, 2020		6	%	$	155,000
October 3, 2020		6	%	$	155,000
October 23, 2020		9	%	$	68,000
November 16, 2020		9	%	$	48,000
January 20, 2021		9	%	$	48,000
Total				$	1,319,000

The weighted average interest rate and remaining term of the fixed rate convertible notes payable is 10% and 4.74 months as of March 31, 2021.

Notes Payable Issue Date	Interest Rate			March 31, 2021 Principal Balance
March 24, 2021		3.75	%	$	150,000
Total				$	150,000

The movement in notes payable and convertible notes payable is as follows:

		Original Amount		Unamortized Discount			Guaranteed Interest Accrued		Total
Issued: March 2, 2020	(ii)		845,000		-			142,368	$	987,368
Issued: September 30, 2020	(ii)		155,000		(37,917	)		4,612	$	121,695
Issued October 3, 2020	(ii)		155,000		(52,241	)		4,612	$	107,371
Issued: October 23, 2020	(iii)		68,000		(1,693	)		2,210	$	68,517
Issued: November 16, 2020	(iii)		48,000		(1,890	)		2,025	$	48,135
Issued: January 20, 2021	(iii)		48,000		(2,425	)		1,053	$	46,628
Issued: March 24, 2021	(iv)		150,000		-			-	$	150,000
Ending as of March 31,2021		$	1,469,000		(96,166	)		156,880	$	1,529,714

F-7

(i) Securities Purchase Agreement and Convertible Notes Issued to Calvary Fund I, LP; Oasis Capital, LLC and SBI Investments LLC

On March 2, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with SBI, on behalf of itself and the other note purchasers (the “Note Purchasers”), pursuant to which the Note Purchasers purchased from the Company (a) 12% convertible promissory notes of the Company in an aggregate principal amount of $845,000 (the “12% Notes”) of which $75,000 were related to original issuance discount and $20,000 were related to deferred finance costs (with the understanding that the initial six months of such interest shall be guaranteed) (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Notes”, and each, a “Note”), convertible into shares (the “Conversion Shares”) of common stock of the Company (the “Common Stock”) and (b) warrants (the “Warrants”) to acquire up to 1,111,842 Shares subject to a beneficial ownership cap of no greater than 4.99% in the case of each Purchaser (the “Warrant Shares”).

The maturity date of the 12% Notes shall be on that day that is nine (9) months after the Issue Date (the “Maturity Date”) and is the date upon which the principal amount of the 12% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. The notes are currently in Default status at a rate of 24% which has been accrued.

As at March 31, 2021 the Company owed $845,000 in principal and the accrued interest was $142,368, which consisted of accrued interest and default interest.

(ii) On September 30, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with SBI, on behalf of itself and the other note purchasers (the “Note Purchasers”), pursuant to which the Note Purchasers purchased from the Company (a) two 6% convertible promissory notes ($155,000 each) of the Company in an aggregate principal amount of $310,000 (the “6% Notes”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of each Purchaser. Pursuant to the agreement, each note was issued with an original issue discount of $5,000 and as such the purchase price was $150,000. The proceeds of one note was received on October 3, 2020.

The maturity date of the 6% Notes shall be on that day that is nine (9) months after the Issue Date (the “Maturity Date”) and is the date upon which the principal amount of the 6% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. The notes also carry a default rate of 18%.

F-8

As at March 31, 2021 the Company owed $310,000 in principal and the accrued interest was $9,224. The debenture is convertible into common shares of the Company at a conversion price $0.16. The convertible debt was not considered tainted due to 5,812,500 shares of common stock held on reserve for issuance upon full conversion of this debenture. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $258,750 as additional paid-in capital and reduced the carrying value of the convertible notes to $41,250. The carrying value will be accreted over the term of the convertible notes up to their face value of $310,000.

As at March 31, 2021, the carrying value of the 6% Note was $219,842 and had an unamortized discount of $90,158 ($86,806 beneficial conversion feature and $3,352 OID).

(iii) Securities Purchase Agreement and Convertible Notes Issued to Geneva Roth Remark Holdings, Inc.

On October 23, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $68,000 ($3,000 OID) (the “9% Note”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser (the “Maximum Share Amount”). The maturity date of the 9% Note shall be on October 23, 2021 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date

As at March 31, 2021 the Company owed $68,000 in principal and the accrued interest was $2,210 with unamortized debt discount of $1,693.

F-9

On November 16, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $48,000 ($3,000 OID) (the “9% Note II”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser (the “Maximum share Amount”). The maturity date of the 9% Note II shall be on November 16, 2021 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date

As at March 31, 2021 the Company owed $48,000 in principal and the accrued interest was $2,025 with unamortized debt discount of $1,890.

On January 20, 2021 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $48,000 ($3,000 OID) (the “9% Note III”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser (the “Maximum share Amount”). The maturity date of the 9% Note III shall be on January 20, 2022 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date

As at March 31, 2021 the Company owed $48,000 in principal and the accrued interest was $1,053 with unamortized debt discount of $2,425.

(iv) Notes issued to the Small Business Administration

On March 24, 2021, Bridgeway was approved for a SBA Loan-2 in the amount of $150,000. SBA Loan-2, interest will accrue at the rate of 3.75% per annum with installment payments, including principal and interest, of $731.00 per month beginning on the twelve (12) month anniversary of the funding date. The balance of principal and interest will be payable on the thirty (30) year anniversary of the funding date.

F-10

Note 4 – Derivative Liability

In connection with the sale of debt or equity instruments, the Company may sell warrants to purchase the Company’s common stock. In certain circumstances, these warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The Company’s derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, the Company’s current common stock price and expected dividend yield, and the expected volatility of the Company’s common stock price over the life of the instrument.

The following table summarizes the warrant derivative liabilities and convertible notes activity for the three months ended March 31, 2021:

	Derivative Liabilities
Derivative liabilities as at December 31, 2020	$	1,717,337
Change in fair value of warrants and notes		(129,065	)
Derivative liabilities as at March 31, 2021	$	1,588,272

The Monte Carlo methodology was used to value the derivative components, using the following assumptions:

	Warrants			Notes
Dividend yield		-			12	%
Risk-free rate for term		0.35	%		0.03	%
Volatility		342.3	%		393.9	%
Remaining term (Years)		3.92			0.25
Stock Price	$	0.0373		$	0.0373

F-11

Note 5 – Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses, derivative liabilities and convertible debt. The estimated fair value of the financial instruments approximate their carrying amounts due to the short-term nature of these instruments.

The Company utilizes various types of financing to fund its business needs, including convertible debt with warrants attached. The Company reviews its warrants and conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. The fair value of the warrants and the embedded conversion feature of the convertible debt is classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the convertible notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method.

Inputs used in the valuation to derive fair value are classified based on a fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level one - Quoted market prices in active markets for identical assets or liabilities;

Level two - Inputs other than level one inputs that are either directly or indirectly observable; and

Level three - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and warrants derivative liability under level three. The Company’s settlement payable is measured at fair value on a recurring basis based on the most recent settlement offer. The Company classifies the fair value of the settlement payable under level three. The Company’s rescission liability is measured at fair value on a recurring basis based on the most recent stock price. The Company classifies the fair value of the rescission liability under level one.

Based on ASC Topic 815 and related guidance, the Company concluded the common stock purchase warrants are required to be accounted for as derivatives as of the issue date due to a reset feature on the exercise price. At the date of issuance warrant derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the consolidated statements of operations as “Change in fair value of derivative liabilities” These derivative instruments are not designated as hedging instruments under ASC 815-10 and are disclosed on the balance sheet under Derivative Liabilities.

The following table presents liabilities that are measured and recognized at fair value on a recurring and non-recurring basis:

Description	Level 1		Level 2		Level 3
Derivatives	$	-	$	-	$	1,717,337
Fair Value at December 31, 2020	$	-	$	-	$	1,717,337

Derivatives	$	-	$	-	$	1,588,272
Fair Value at March 31, 2021	$	-	$	-	$	1,588,272

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Note 6 – Stock Options and Warrants:

As at March 31, 2021, the Company had the following warrant securities outstanding:

	Common Stock Warrants
December 31, 2020		2,640,625	*
Less: Exercised		-
Less: Cancelled		-
Add: Issued
March 31, 2021		2,640,625

Warrants (Note 3)		1,111,842
Exercise Price	$	0.380
Expiration Date		March 2, 2025

The fair value of the warrants at issuance was $577,868, with an expiration of March 2, 2025 and exercise price of $0.380. During the year ended December 31, 2020, the exercise price was reset to $0.16. The fair value of the warrants as at March 31, 2021 was $473,759.

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Note 7 – Related Party Transactions

During the three months ended March 31, 2021, an amount of $11,374 in payments were made to the CEO. Included the due to related party balance sheet account was a balance of $69,903 owing to the current CEO of the Company as of March 31, 2021, which were unsecured, bore no interest and were due on demand.

Note 8- Stockholders’ Deficiency

Class A and Class B Common Stock Reverse Stock Split

On October 16, 2020, the board of directors (the “Board”) of the Company and a stockholder holding a majority of the voting power of the Company’s voting stock (the “Majority Stockholder”) took action by joint written consent in lieu of a meeting to: (i) ratify the approval of an amendment to the Company’s certificate of incorporation, which amendment was filed with the Delaware Secretary of State on December 19, 2019 and was declared effective on January 20, 2020 (the “December 2019 Amendment”), which (i) changed the Company’s name from “Capital Park Holdings Corp.” to “Bridgeway National Corp.” and (ii) increased our authorized capital stock from 30,000,000 shares to 250,000,000 shares, of which 168,750,000 shares were designated as Class A Common Stock (the “Class A Common Stock”), 18,750,000 shares were designated as Class B Common Stock (the “Class B Common Stock”) and 62,500,000 shares were designated as preferred stock, of which 62,374,819 shares were previously designated as Series A Preferred Stock (the “Series A Preferred Stock”) and 125,181 shares were previously designated as Series B Preferred Stock (the “Series B Preferred Stock”); (ii) approve a further amendment to the Company’s certificate of incorporation (the “Recapitalization Amendment”) to increase the Common Stock from 187,500,000 shares to 400,000,000 shares, of which 360,000,000 shares will be designated as the Class A Common Stock and 40,000,000 shares will be designated as the Class B Common Stock and (iii) approve an additional amendment to the certificate of incorporation to effect a reverse stock split of our outstanding shares of our Class A Common Stock and Class B Common Stock at the at the ratio of one-for-4 (the “Reverse Stock Split Amendment,” and together with the December 2019 Amendment and the Recapitalization Amendment, collectively, the “Amendments”).

The December 2019 Amendment will not be deemed ratified, and the Recapitalization Amendment and Reverse Stock Split Amendment will not be made effective until at least twenty (20) calendar days after the mailing of the Information Statement accompanying this Notice. In addition, the Reverse Stock Split Amendment will not be made effective until the Recapitalization Amendment is made effective and we receive FINRA approval for the Reverse Stock Split from the Financial Industry Regulatory Authority (“FINRA”). We received written notification that FINRA had approved the Reverse Stock Split on February 17, 2021.

Preferred Stock

During the three-month period ended March 31,2021, the Company declared $9,986 in dividends on the Series B Preferred Stock, of which $9,986 was accrued as a dividend payable.

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Note 9- Lease

The Company entered into an operating lease agreement with a scheduled commencement date on January 15, 2020 for a sixty-seven-month term, with an option to renew for a five-year term.

The Company adopted ASC 842 – Leases using the modified retrospective cumulative catch-up approach beginning on January 1, 2019. Under this approach, the Company did not restate its comparative amounts and recognized a right-of-use asset equal to the present value of the future lease payments. The Company elected to apply the practical expedient to only transition contracts which were previously identified as leases and elected to not recognize right-of-use assets and lease obligations for leases of low value assets.

When measuring the right of use liabilities, the Company discounted lease payments using its incremental borrowing rate at January 15, 2020. The weighted-average-rate applied is 12%.

	$
Operating lease right-of-use asset at December 31, 2020		722,088
Amortization		(39,386	)
Balance at March 31, 2021		682,702

Right of use liabilities – operating leases at December 31, 2020		773,004
Principal repayment		(29,998	)
Balance at March 31, 2021		743,006

Current portion of right of use liabilities – operating leases		130,644
Noncurrent portion of right of use liabilities – operating leases		612,362

The operating lease expense was $52,779 for the three months ended March 31, 2021 and included in the general and administrative expenses.

The following table represents the contractual undiscounted cash flows for right of use liabilities – operating leases due within twelve months of March 31,2021

	$
2021		158,336
2022		216,392
2023		221,802
2024		227,347
2025		135,934
Total minimum lease payments		959,811
Less: effect of discounting		(216,805	)
Present value of future minimum lease payments		743,006
Less: current portion of right of use liabilities – operating leases		130,644
Noncurrent portion of right of use liabilities – operating leases		612,362

Note 10- Subsequent Events

On March 31, 2021, Bridgeway was approved for a SBA Loan-1 in the amount of $723,743. SBA Loan-1 shall be eligible for forgiveness if during the 8-to-24-week covered period following disbursement: (i) employee and compensation levels are maintained; (ii) the loan proceeds are spent on payroll costs and other eligible expenses and (iii) at least 60% of the proceeds are spent on payroll costs. For any portion of the SBA Loan-1 that is not forgiven, it will bear interest at a 1% fixed APR for the life of the loan with payments deferred for ten (10) months. Subsequent to the approval, cash was received as of April 2021.

F-15

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.

We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company

Results of Operations

Three months ended March 31, 2021, as compared to three months ended March 31, 2020

The following comparative analysis on results of operations was based primarily on the comparative consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. The results discussed below are for the three months ended March 31, 2021 and 2020. For comparative purposes, we are comparing the three months ended March 31, 2021, to the three months ended March 31, 2020. The following discussion should be read in conjunction with the Company’s consolidated financial statements and the related notes included in this quarterly report.

Revenue

Total revenue was $0 for the three-month periods ended March 31, 2021 and March 31, 2020, respectively.

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Cost of Revenue

We had no cost of revenues for the period ended March 31, 2021 or the period ended March 31, 2020 as we had no revenues.

Operating Expenses

Total operating expenses were $212,492 and $210,590 for the three months ended March 31, 2021 and March 31, 2020, respectively. Operating expenses were essentially flat, which reflects the Company’s increased expenses associated with a broadening of its operating strategy.

Other Income (Expenses)

Other expense for the three-month period ended March 31, 2021 decreased by $1,758,843 compared to the three-month period ended March 31, 2020, as a result of a decrease in the loss on derivative liabilities.

Net Loss

The net loss was $254,683 and $2,011,624 for the three months ended March 31, 2021 and March 31, 2020, respectively. This decrease is a result of a decrease in the other expenses as discussed above.

Liquidity

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of March 31, 2021, our working capital deficit amounted to $3,901,050 an increase of $118,041 as compared to $3,783,009 as of December 31, 2020. This increase is primarily a result of an increase in accrued expenses.

Net cash used in operating activities was ($106,732) during the three-month period ended March 31, 2021 compared to ($369,974) in the three-month period ended March 31, 2020. The decrease was primarily due to a reduction in operating expenses as well as a reduced derivative liability.

Capital Resources

The Company is a holding company and its liquidity needs are primarily for fixed and recurring operational expenses.

As of March 31, 2021, the Company had $90,183 of cash and cash equivalents compared to $1,915 as of December 31, 2020.

Our subsidiaries’ principal liquidity requirements arise from cash used in operating activities, debt service, R&D expenditures, development of back-office systems, operating costs and expenses, and income taxes.

We expect to finance our future growth and operations, through public offerings and private placements of debt and equity securities, credit facilities, vendor financing, capital lease financing and other financing arrangements, as well as cash generated from the operations of our subsidiaries. In the future, we may also choose to sell assets or certain investments to generate cash.

At this time, we believe that we will be able to continue to meet our liquidity requirements and fund our fixed obligations and other cash needs for our operations for at least the next twelve months through a combination of distributions from our subsidiaries and from raising of debt or equity, refinancing of certain of our indebtedness or preferred stock, other financing arrangements and/or the sale of assets and certain investments. We anticipate that as we continue to scale our operations, we will reinvest cash and receivables into the growth of our various businesses, and therefore do not anticipate keeping a large amount of cash on hand at the holding company level. The ability of our subsidiaries to make distributions to the Company is and will be in the future subject to numerous factors, including restrictions contained in each subsidiary’s financing agreements, regulatory requirements and the availability of sufficient funds at each subsidiary. Although the Company believes that it will be able to raise equity capital, refinance indebtedness or preferred stock, enter into other financing arrangements or engage in asset sales and sales of certain investments sufficient to fund any cash needs that we are not able to satisfy with the funds expected to be provided by our subsidiaries, there can be no assurance that it will be able to do so on terms satisfactory to the Company if at all. Such financing options, if pursued, may also ultimately have the effect of negatively impacting our liquidity profile and prospects over the long-term. In addition, the sale of assets or the Company’s investments may also make the Company less attractive to potential investors or future financing partners.

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Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-Balance Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. As of the date the unaudited consolidated financial statements were issued, we have no off-balance sheet arrangements.

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CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 of our Unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer, CFO, to allow timely decisions regarding required disclosure.

As previously reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, we identified material weaknesses in internal controls over financial reporting. We have continued to address and mitigate these material weaknesses through the implementation and testing of controls, including taking the following actions:

	●	Ensure that controls that are properly designed are adequately performed to appropriately address risk related to critical functionality.

	●	Further rationalize documented controls to ensure adequacy of risk mediation.

	●	Embed a specific and precise journal entry review and approval process at the subsidiary locations, utilizing systematic workflow approval wherever feasible.

	●	Finalize and implement a company-wide formal delegation of authority policy with defined authorization levels and integrate these approval limits with our enterprise resource planning system or other invoice approval software as appropriate.

	●	Continue the process of the identification of qualified accounting personnel, including the hiring of a corporate controller and other accounting personnel over the next several months.

While management believes that it has identified the initiatives that need to be undertaken, the controls as described above are in the process of being implemented and have not had sufficient time for management to conclude that they are operating effectively. Therefore, the material weaknesses reported will continue to exist until the aforementioned controls have had sufficient time for management to conclude that they are operating effectively.

Notwithstanding the assessment that our internal control over financial reporting is not effective and that there were material weaknesses as identified in this report, based on our reliance on third parties to provide us with accounting consulting services, ongoing testing and procedures performed, management and our principal executive officers, believe the financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial position, results of operations and cash flows at and for the periods covered thereby in all material respects.

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Changes in Internal Control

Other than as disclosed above, there have not been any changes identified in connection with our internal control over financial reporting, as such term is defined in Rules 13(a)-15(f) and 15d-15(f) under the Exchange Act, during the period of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.

ITEM 1A. RISK FACTORS

Not applicable to smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description

3.1		Certificate of Designation of Series B Preferred Stock filed with the Nevada Secretary of State on January 9, 2019 (incorporated ‎by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 15, 2019).‎

10.1		Note Conversion Agreement, dated January 9, 2019, among LifeLogger Technologies Corp., Capital Park Opportunities Fund ‎LP, SBI Investments LLC, 2014-1 and Old Main Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s ‎Current Report on Form 8-K filed with the SEC on January 15, 2019).‎‎

10.2		Voting and First Refusal Agreement, dated January 9, 2019, among LifeLogger Technologies Corp., Capital Park Opportunities ‎Fund LP, SBI Investments LLC, 2014-1 and Old Main Capital, LLC (incorporated by reference to Exhibit 10.2 to the ‎Company’s Current Report on Form 8-K filed with the SEC on January 15, 2019)‎.

31.1*		Section 302 Certification of Principal Executive Officer.

31.2*		Section 302 Certification of Principal Financial Officer.

32.1*		Section 906 Certification of Principal Executive Officer.

32.2*		Section 906 Certification of Principal Financial Officer.

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.

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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.

	BRIDGEWAY NATIONAL CORP.

Dated: June 14, 2021	By:	/s/ Eric C. Blue
		Eric C. Blue
		Chairman of the Board, Chief Executive Officer and Chief Investment Officer
		(Principal Executive Officer)