Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2021

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

For the transition period from _________ to _________

SIGNATURE DEVICES INC

(Exact name of registrant as speciﬁed in its charter)

Wyoming	000-53349	87-2230335
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identiﬁcation No.)

30 Shadow Brook Lane

Lander, WY 82520

(Address of principal executive oﬃces)

(650) 654-4800

Registrant’s telephone number, including area code

30 N. Gould Street, Suite 5187, Sheridan, WY 82801

(Former name or former address, 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 ☐ No ☒

Indicate by check mark whether the registrant has submitted 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 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 ☒

As of September 30, 2021, there were 6,746,636,426 shares of our Common Stock issued and outstanding.

As of September 30, 2021, there were 3,850,572 shares of our Preferres Stock issued and outstanding.

ISSUER’S CURRENT REPORT

FOR THE QUARTER ENDING

June 30, 2021

_____________________________________________________________________________________

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS COMPANY UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. READ THE RISK FACTORS THAT MANAGEMENT BELIEVES PRESENT THE MOST SUBSTANTIAL RISKS TO AN INVESTOR AND DISCLOSED IN THIS REPORT.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF ANY OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES DESCRIBED IN THIS REPORT HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THESE AUTHORITIES HAVE NOT EVALUATED AND ATTESTED TO THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS REPORT CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING ITS SECURITIES, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS REPORT.

THE INFORMATION CONTAINED IN THIS REPORT IS CORRECT AS OF JUNE 30, 2021. THE DELIVERY AND PUBLICATION OF THE CONTENTS OF THIS REPORT DOES NOT IMPLY THAT THE INFORMATION WILL BE CORRECT ON ANY DATE SUBSEQUENT TO THE DATE HEREOF, UNLESS ANY SUCH FURTHER UNDERTAKINGS ARE STATED IN THIS REPORT.

THE READERS OF THIS REPORT SHOULD PAY PARTICULAR ATTENTION TO THE RISK SECTION OR THOSE ITEMS IN THIS REPORT THAT ARE HIGHLIGHTED, AS THOSE SECTIONS OR ITEMS, IN THE OPINION OF MANAGEMENT, DESCRIBE AN EXISTING OR POTENTIAL SIGNIFICANT RISK TO STOCKHOLDERS AND INVESTORS.

- TABLE OF CONTENTS –

FORWARD LOOKING STATEMENTS5

NAME OF THE ISSUER AND ITS PREDECESSORS6

ADDRESS OF THE ISSUER’S PRINCIPAL EXECUTIVE OFFICES7

SECURITY INFORMATION7

ISSUANCE HISTORY7

Financial Statements9

THE ISSUER’S BUSINESS, PRODUCTS AND SERVICES18

ISSUER’S FACILITIES18

OFFICERS, DIRECTORS, AND CONTROL PERSONS18

THIRD PARTY PROVIDERS22

ISSUER CERTIFICATION.22

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

●the uncertainty of profitability based upon our history of losses;

●risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as a going concern;

●risks related to our operations and

●other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

Information Unknown or Not Available; Disclaimer of Control.

Due to a significant number of factors beyond our control, we are not in possession of a number of our general corporate documents and financial historical data and records, and we cannot obtain the same without unreasonable effort and expense, if at all. We believe these records are in the possession of certain of our former officers, directors, and/or auditors, and, as such, have not been delivered to our current senior executive management following a series of changes outside our control and by the repeated demands for our immediate past president to provide us with the same.

While we believe, to the best of our knowledge, the information in this Report is accurate; however, without possessing and examining all our records, our management cannot state that the information contained in this Report is complete. To that extent, we are relying on the disclaimer more fully described in Rule 12b-22 of the Securities Exchange Act of 1934 (17 CFR 240.12b-22).

Non-Reliance on Third-Party Information.

With the exception of the records maintained (i) by the Office of the Secretary of State of the State of Delaware and available on its website or (ii) by the United States Securities and Exchange Commission on its website, if any information in this Report was originally provided to us by a third party or incorporated by reference herein in reliance of any such third-party’s statements, we cannot warrant or represent the accuracy or sufficiency of any such information, and, we shall not be held liable for the authenticity of any such third-party information. You may form your own conclusions based on the available information therefrom obtained.

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “we”, “us”, “our”, “Company” or “Signature Devices” are to Signature Devices, Inc.

Name of the Issuer and Its predecessors

Name of Issuer

Signature Devices, Inc. “SDVI” is traded on the OTC Bulletin Board and the OTCQB, a quotation service that displays sale prices, and volume information for transactions with market makers in over the counter (“OTC”) equity securities. All such quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions. Trading in our common stock is limited and sporadic and there can be no assurance that any liquid trading market will develop or, if it does develop, that it can be maintained.

Signature Devices, Inc. is a technology company based in Landyer, WY that focuses on Mobile games, applications and Internet of Things devices and embeds cryptocurrency technology for A.I. processing and Non-Fungible Tokens (NFT’s) into games and applications.

Its predecessors & History

The Company was organized on July 24, 2002, under the laws of the State of Nevada, as Signature Devices, Inc. (“Signature Nevada”) whose business was to create and develop social networking systems. The Company’s social networking systems include social networking server software, social networking games and console games. On June 3, 2016 the Board of Directors decided to dissolve Signature Nevada. On the same date Signature Devices, Inc. was organized under the laws of the State of Delaware (“Signature Delaware”).

On February 23, 2016, Signature Delaware incorporated Signature Devices Holdings, Inc., a Delaware corporation.

On February 23, 2016, Signature Devices Holdings, Inc. formed and organized Signature Devices Services, Inc., a Delaware corporation.

On February 9, 2017 (the “Closing Date”) Signature Devices, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby the Company’s wholly owned subsidiary, Signature Devices Services, Inc., merged with and into Signature Holdings, Inc. Upon consummation of the Merger, Signature Devices Services was dissolved. The Merger implied a share exchange between Signature Devices, Inc. and with Signature Holdings, Inc. where Signature Holdings received all of Signature Delaware common and preferred stock and Signature Delaware received equivalent shares of Signature Holding’s common and preferred stock.

On October 23, 2018 (the “Closing Date”) Signature Devices, Inc., approved a merger with Nano 101, Inc in a stock purchase agreement. Nano 101 was paid 5,100,000 shares of Preferred stock to be held in escrow and released on several conditions such as being current in reporting obligations and with the achievement of milestones including reaching $2 million in market cap by December 31, 2019, and $50 million by December 31, 2021.

On the Closing Date, the parties executed all documents and filed the Plan of Merger with the Delaware Secretary of State.

Following the Merger, Signature Holdings changed its name to “Signature Devices, Inc.”. Upon the completion of all of the terms of the reorganization, including required filings with regulatory agencies, Signature Devices, Inc. will become the parent organization.

On July 16, 2016, we entered a non-bankruptcy triangular reorganization and contemporaneous share exchange pursuant to the applicable provisions enumerated in Section 368, et seq. of the Internal Revenue Service Code of 1986, as amended (the “Code”).

In February of 2018, we completed the sale of our subsidiary, Graffiti Entertainment, Inc., to Azure Holding Group Inc (“Azure”). This allows us to partner with Azure to launch an Artificial Intelligence cryptocurrency that can be used in a broad spectrum of applications including, IoT devices, Video Games, Advertising and more.

Signature Devices will hold 21% of voting rights as well as free trading shares in Azure Holding Group Inc. The Graffiti assets will enable Azure Holding Group Inc. to integrate a lucrative gaming business and advertising, leveraging blockchain technologies and Artificial Intelligence cryptocurrency monetization.

As part of the deal, Graffiti Shareholders will also receive free trading shares in exchange for their current shares. The two companies will work together to complete the share swap in the next 60-90 days.

In the completed deal, each Graffiti shareholder will receive shares in Azure Holding Group Inc., a publicly traded company. The purchase agreement calls for an exchange of one Azure Holding Group Corp share for one Graffiti Entertainment share (the “Purchase Price”). Signature Devices will receive shares of Azure Holding Group through its current holdings of Graffiti Shares.

Address of the issuer’s principal executive offices

We do not own any real property. Our mailing address and main business address is 36 Shadow Brook Ln, Lander, WY 82850.

Security Information

Trading Symbol: SDVI

Exact title and class of securities outstanding: Common Shares

CUSIP: 82668Y106

Par or Stated Value: .00001

Total shares authorized: 7,000,000,000as of: September 30, 2021

Total shares outstanding: 6,746,636,426as of: September 30, 2021

Number of shares in the Public Float: 6,746,636,426as of: September 30, 2021

Total number of shareholders of record: 91as of: September 30, 2021

Transfer Agent

Action Stock Transfer Corporation
2469 E. Fort Union Blvd., Suite 214
Salt Lake City, UT 84121

Website: https://www.actionstocktransfer.com/

Is the Transfer Agent registered under the Exchange Act? Yes: ☒ No: ☐

List any restrictions on the transfer of security:

NONE

Describe any trading suspension orders issued by the SEC in the past 12 months.

NONE

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

NONE

Issuance History

List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period. The list shall include all offerings of equity securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities

issued for services, describing (1) the securities, (2) the persons or entities to whom such securities were issued and (3) the services provided by such persons or entities. The list shall indicate:

A.The nature of each offering (e.g., Securities Act Rule 504, intrastate, etc.);

None

B.Any jurisdictions where the offering was registered or qualified;

None

C.The number of shares offered;

None

D.The number of shares sold;

None

E.The price at which the shares were offered, and the amount actually paid to the issuer;

N/A

F.The trading status of the shares; and

N/A

G.Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on transferability and sale of the shares under the Securities Act.

N/A

Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Holders.

According to the records of Signature Devices’ transfer agent, Signature Devices, Inc. had 91 stockholders of record as of June 30, 2021 and it believes there are a substantially greater number of beneficial holders. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.

Dividends

We have not paid any dividends to date, and we have no intention of paying any cash dividends on our common stock in the foreseeable future.

Performance Graph

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

Sales of Unregistered Securities

There were no unregistered sales of securities during the period covered by this report that were not previously reported

Financial Statements

SIGNATURE DEVICES, INC.

Condensed Consolidated Balance Sheets

as of December 31, 2020 and

June 30, 2021 (Unaudited)

		June 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash	$	1,754		$	1,999
Non-current assets:
Property and equipment, net		731,566			852,306
TOTAL ASSETS	$	733,320		$	854,305

LIABILITIES AND STOCKHOLDERS’ EQUITY
Non-current liabilities:
Convertible debt		29,112			29,112
Commitments and contingencies		-			-
Stockholders’ equity:
Preferred stock ($0.00001 par value; authorized 10,000,000 shares: issued 4,969,672 and 4,969,672 shares)		50			50
Common stock ($0.00001 par value; authorized 7,000,000,000 shares; issued 6,146,636,426 and 5,646,636,426 shares)		61,466			56,466
Additional paid in capital common stock		12,497,975			12,497,975
Accumulated deficit		(11,855,283	)		(11,729,298	)
Total stockholders’ equity		704,208			825,193
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	733,320		$	854,305

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

SIGNATURE DEVICES, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
		2021			2020			2021			2020
Net revenue	$	-		$	8,694		$	-		$	11,876
Cost of revenue		-			1,573			-			1,718
Gross profit		-			7,121			-			10,158
Operating expenses:
Debt servicing fees and bank charges		5,030			-			5,060			-
Depreciation and amortization		60,370			60,370			120,740			120,740
Other expenses		90			343			185			1,977
Total operating expenses		65,490			60,713			125,985			122,717
Other loss:
Write-down on inventories		-			430,242			-			430,242
Net loss	$	(65,490	)	$	(483,834	)	$	(125,985	)	$	(542,801	)

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

SIGNATURE DEVICES, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
		2021			2020			2021			2020
Preferred stock
Balance at the beginning and end of the period	$	50		$	50		$	50		$	50
Common stock
Balance at the beginning of the period		56,466			42,888			56,466			39,025
Issuance		5,000			-			5,000			3,863
Balance at the end of the period		61,466			42,888			61,466			42,888
Additional paid-in capital
Balance at the beginning and end of the period		12,497,975			12,497,975			12,497,975			12,497,975
Accumulated deficit
Balance at the beginning of the period		(11,789,793	)		(11,110,974	)		(11,729,298	)		(11,052,007	)
Net loss		(65,490	)		(483,834			(125,985	)		(542,801
Balance at the end of the period		(11,855,283	)		(11,594,808	)		(11,855,283	)		(11,594,808	)
Total stockholders’ equity	$	704,208		$	946,105		$	704,208		$	946,105

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

SIGNATURE DEVICES, INC.

Condensed Consolidated Statement of Cash Flow

(Unaudited)

	Six months ended June 30,
		2021			2020
Operating activities
Net loss	$	(125,985	)	$	(542,801	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		120,740			113,619
Changes in operating assets and liabilities:
Inventories		-			430,242
Accounts payable		-			(7,121	)
Net cash used in operating activities		(5,245	)		(6,061	)
Financing activities
Proceeds from issuance of common stock		5,000			3,863
Proceeds from issuance of convertible debt		-			2,500
Net cash provided by financing activities		5,000			6,363
Net increase/(decrease) in cash		(245	)		302
Cash at the beginning of the period		1,999			1,869
Cash at the end of the period	$	1,754		$	2,171

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

Note 1 - Organization and Nature of Business

Signature Devices, Inc. (“we”, “us”, “our”, “Company” or “Signature Devices”) was formed on July 24, 2002 under the laws of the State of Nevada. In February 2016 Signature Devices, Inc. merged into Signature Devices Services, Inc. becoming a subsidiary of Signature Devices, Holding, Inc. (Both Delaware companies) On the same date, Signature Devices, Holding, Inc. was renamed Signature Devices Tech, Inc. Signature Devices, Inc., was redomiciled in Wyoming in August of 2021.

As of 2021, the Company is focusing on Mobile games,applications and Internet of Things devices to embed cryptocurrency technology.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the quarter ended June 30, 2021.

Principles of Consolidation

The consolidated financial statements include the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Going Concern

The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of June 30, 2021, the Company had an accumulated deficit of $11,855,283. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to raise funds through the sale of its equity securities or issuance of notes payable to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing until the Company can earn revenue and realize positive cash flow from its operations. There are no assurances that the Company will be successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be unlikely that the Company will continue as a going concern.

Based on the Company’s current rate of cash outflows, cash on hand and proceeds from the prior sale of equity securities and issuance of convertible notes, management believes that its current cash will not be sufficient to meet the anticipated cash needs for working capital for the next 12 months. The Company’s plans with respect to its liquidity issues include, but are not limited to, the following:

	1	Continue to issue restricted stock for compensation due to consultants and for its legacy accounts payable in lieu of cash payments; and preferred stock

	2	Seek additional capital in the public equity markets to continue its operations as it rolls out its current products in development, responds to competitive pressures, develops new products and services, and supports new strategic partnerships. The Company is currently evaluating additional debt or equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction or consummate a transaction at favorable pricing.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and achieve profitable operations. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Reclassifications

Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with FASB ASC Topic 605-10-599, Revenue Recognition, Overall, SEC Materials (“Section 605-10-599”). Section 605-10-599 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. Cost of revenue consists of the cost of the purchased goods and labor related to the corresponding sales transaction. When a right of return exists, the Company defers revenues until the right of return expires. The Company recognizes revenue from services at the time the services are completed.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s accounts receivable primarily consist of trade receivables. The Company may record an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of June 30, 2021 is adequate, but actual write-offs could exceed the recorded allowance.

Intangible assets

Intangible assets consisting of websites, customer lists, content, and publisher relationships, developed technology and trade names are stated at cost. Expenditures of costs incurred to renew or extend the term of a recognized intangible asset and materially extend the useful life are capitalized. When assets are sold or otherwise written off due to asset impairment, the cost and the related accumulated amortization are removed from the accounts and any realized gain or loss is recognized at that time. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.

Internal Use Software Development Costs

The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post implementation phases of development as research and development expenses. The Company capitalizes costs when preliminary efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and will be used as intended. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized.

Note 3 – Debt Payable

One note valued at $29,112 payable to S&K Enterprises remains as an outstanding liability.

Note 4 – Stockholders’ Equity

Preferred Stock

The Company’s articles of incorporation authorize the Company to issue up to 10,000,000 shares of Preferred Stock, $0.00001 par value per share. Our Preferred Stock is not listed on any national or regional stock exchange and is not quoted over-the-counter. Of the 10,000,000 preferred stock shares, 4,969,672 are issued and outstanding to Twenty-Three (23) shareholders.

We have not subscribed for a CUSIP Identifier for our Preferred Stock; however, the Preferred Stock is maintained on the stock transfer books of Action Stock Transfer.

The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional, and other rights, and the qualifications, limitations, or restrictions thereof, of our Preferred Stock are as follows:

●Dividend Rate. The holders of Series A Preferred Stock shall be entitled to receive dividends in the amount of 10% (ten percent) of the assets legally available therefor before the payment of dividends to the holders of shares of the Series A Common Stock out of assets legally available therefor.

●Voting Rights. The holders of the issued and outstanding shares of the Series A Preferred Stock shall be entitled to 1,000 (one thousand) votes for each one share of Series A Preferred Stock held by them.

●Liquidation Rights. In the event of a liquidation, dissolution, or winding up of our affairs, whether voluntary or involuntary, the holders of shares of the Series A Preferred Stock shall have priority over our assets available for distribution in the event of any liquidation or dissolution of the Company. A merger, conversion, exchange, or consolidation of the Company with or into any other person or sale or transfer of all or any part of our assets (which shall not in fact result in our liquidation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of our affairs of the corporation

●Conversion, Redemption, or Preemptive Rights. The holders of Series A Preferred Stock shall have the right to convert their shares of Series A Preferred Stock to Series A Common Stock, with the board’s approval at the rate of 1,000 shares of Series A Common Stock for every one share of Series A Preferred Stock owned or held by them, respectively and shall have redemption rights under the terms that shall be fixed, from time, by the written consent of a corporate action approved by not less than 51% of the holders of the corporation's shareholder voting rights.

●Consideration for Shares. The shares of the Series A Preferred Stock issued in future shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.

●Action of Series A Preferred Stockholders. The holders of 51% or greater of shareholder voting rights may affect any corporate action by written consent when the holders of any shares of the aforementioned series of stock act separately or collectively.

●Amendment to Articles of Incorporation. No amendment, alteration, change, or repeal may be made to our Articles without the affirmative vote of the holders of not less than fifty-one (51%) of the shareholder voting rights.

●Adoption and Amendment of Bylaws. The affirmative vote by the holders of not less than 51% of the corporation's shareholder voting rights shall be required to amend or restate our bylaws.

●Recapitalizations Affecting Outstanding Securities. The board of directors may not, without the consent of the holders of not less than 51% of our shareholder voting rights, adopt any plan of reorganization or recapitalization affecting the outstanding securities of the corporation, including, but not limited to effecting a forward or reverse split of all of the outstanding securities of the corporation or the declaration of any dividend to the holders of any class or series of our Common Stock.

Issuance of Common Stock

Our Series A Common Stock (“Common Stock”) is identified and quoted over the Pink Tier electronic intermediary quotation system managed by OTC Markets Group Inc. under “SDVI” (US.SDVI.PK). As of the date of this Report, we are authorized to issue seven billion (7,000,000,000) shares of our Common Stock, and Six-billion One-Hundred and Forty Six

million, Six Hundred and Thirty Six Thousand, and Four Hundred and Twenty Six. (6,146,636,426) shares of our Common Stock, $0.00001 par value per share, are issued and outstanding. The CUSIP identifier for our Common Stock is 82668Y106.

●Dividend Rate. Subject to the rights of holders of the Series A Preferred Stock having preference as to dividends and except as otherwise provided by our Articles of Incorporation, as amended (“Articles”), or the

●Delaware Statutes (“DS”), the holders of Series A Common Stock shall be entitled to receive dividends when, as, and if declared by the board of directors out of assets legally available therefor.

●Voting Rights. Except as otherwise provided by DS, each holder of a duly authorized and issued share of the Series A Common Stock shall be entitled to one vote for each share held by him. No holder of shares of Series A Common Stock shall have the right to cumulate votes.

●Liquidation Rights. In the event of liquidation, dissolution, or winding up of our affairs, whether voluntary or involuntary, subject to the prior rights and reservations by holders of the Series A Preferred Stock, the holders of shares of the Series A Common Stock can share ratably in our assets, and shall share equally and ratably in our assets available for distribution after giving effect to any liquidation preference of any shares of the Series A Preferred Stock. A merger, conversion, exchange, or consolidation of the Company with or into any other person or sale or transfer of all or any part of our assets (which shall not in fact result in our liquidation and the distribution of our assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of our affairs.

●No Conversion, Redemption, or Preemptive Rights. The holders of Series A Common Stock shall not have any conversion, redemption, or preemptive rights.

●Consideration for Shares. The Series A Common Stock authorized by our Articles shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.

Change in Control. On December 14, 2015, our former CEO and Board member and the holder of the overwhelming majority of the number of shares of our Preferred Stock, Kenneth L. Hurley, entered into an agreement with the company; whereby, in exchange for an outstanding debt of two-million ($2,000,000.00) and preferred shares owned by Mr. Hurley, Mr. Hurley would release the company from its debt and assign his preferred shares to Charles Townsend & Inqubus, Inc. in exchange for common stock issuance. The agreement also has allowed the company to acquire four companies from Inqubus, Inc. under Signature Devices, Inc. that aligns with the new business direction of Signature Devices, Inc. in the Internet of Things space. As the result of this transaction, a change in control occurred and Charles Townsend, a board member, was appointed as our Chairman, President, and Chief Executive Officer.

Note 5 – Commitments and Contingencies

Office Lease Agreements

NONE

Legal Proceedings

NONE

Note 6 - Subsequent Events

In August of 2021, the company decided to re-acquire Graffiti Entertainment, Inc as a subsidiary by majority votes of Graffiti Entertainment. While Graffiti Entertainment will not be a wholly owned subsidiary, it will be majority owned by Signature Devices, Inc. The company will be entering the AI/ML Infrastructure space with the games created by Graffiti Entertainment per our previously announced partnership with Genius Ventures, Inc.

On August 16, 2021, the company filed articles of continuance to move the domicile location from Delaware to Wyoming. The new company address is now 36 Shadow Brook Ln, Lander, WY 82850. The company operates across the globe and

has been mostly virtual since the covid pandemic has started. The board decided it was best for the company to not bear the expenses of office space at this time.

The Issuer’s Business, Products and Services

As of 2021, the Company is focusing on Mobile games,applications and Internet of Things devices to embed cryptocurrency technology. The Company’s fiscal year coincides with the calendar year. Our Primary SIC code is 7372 – Prepackaged Software and the Primary NAICS Code is 511210.

Corporate Overview

Signature Devices, Inc. (www.signaturedevices.com) (OTC PINK: SDVI) is a holding company with subsidiaries that develop Games and other Software products through its subsidiaries

Based at 36 Shadow Brook Lane, Lander WY, with other offices in Roseville, CA and Anthem, AZ, Signature Devices, Inc. combines the best of the technologies in AI/ML, Games and IOT devices.

Investment in Growth

During 2021, Signature Devices plans to invest in additional business development resources to drive awareness and adoption of the platform to targeted customers.

Intellectual Properties & Licenses

Our success and ability to compete are substantially dependent upon our internally developed technology and expertise.

We rely on patent, copyright, trade secret, and trademark law to protect our technology. We currently have several patent applications pending. We also believe that factors such as the technological and creative skills of our personnel, and new product developments and enhancements are essential to establishing and maintaining a technology leadership position. There can be no assurance that others will not develop technologies that are similar or superior to our technology.

Our success will depend in part upon our ability to protect our intellectual property rights. We cannot be certain that other parties will not contest our intellectual property rights.

Employees

As of the date of this report, we employed one full-time employee, Charles Townsend who serves as our Chairman of the Board, Acting Secretary, and Acting Treasurer, and Interim Chief Executive Officer. Other employees are not named. We consider our relations with our employees to be excellent. We are not a party to any collective bargaining agreements.

Issuer’s Facilities

We do not own any real property. Our main mailing address and office is at 36 Shadow Brook Lane, Lander WY, 82850 Previously we leased an office at 26060 Acero Mission Viejo, California.

Officers, Directors, and Control Persons

A. Names of Officers, Directors, and Control Persons.

The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of June 30, 2021:

Name and Principal Position

Age

Term of Office

Approximate

hours per

week

Charles Townsend / Chairman

August 2013

Charles Townsend, Chairman and Secretary

Mr. Townsend is an experienced manager, who draws on 15 years of experience. Mr. Townsend brings expertise adept for tracking revenues and implementing effective sales techniques to achieve productivity goals.

Control Persons

Cede & Co.

570 Washington Blvd.

Jersey City, New Jersey 07310

Charles Townsend / Chairman

B.Legal/Disciplinary History. There is no pending litigation as of the date of this report.

During the last five years, excluding traffic violations and minor offenses, our officers and director and our control shareholder, Charles Townsend, have not been

1.convicted in a criminal proceeding or named as a defendant in a pending criminal proceeding;

2.the subject of an entry of an order, judgment, or decree, not subsequently reversed, suspended, or vacated, by a court of competent jurisdiction, that permanently enjoined, barred, suspended, or otherwise Mr. Townsend’s involvement in any type of business, securities, commodities, or banking activities;

3.the subject of a finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodities Futures Trading Commission, or a state securities regulator of a violation of U. S. Federal or state securities or commodities trading laws, which finding or judgment has not been reversed, suspended, or vacated; or

4.The subject of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited Mr. Townsend’s involvement in any type of business or securities activities.

Mr. Townsend is not a disqualified person under Rule 230.262, Rule 230.505(b)(2)(iii), and Rule 230.506(d)(2)(ii) of the Securities and Exchange Commission.

C. Beneficial Shareholders.

Beneficial owner is a legal term where specific property rights ("use and title") in equity belong to a person even though legal title of the property belongs to another person.

In determining the beneficial ownership percentages, we have calculated out on a fully diluted basis, the voting rights of Preferred Series A shares and Common Series A. Preferred Series A shares have conversion and voting rights of one preferred share to 1,000 common shares. This makes the Preferred Share Series A shareholders beneficial owners of common stock with voting rights. Additionally, the Preferred B shares gives our Directors super majority voting rights

Name and Address

Common Shares Owned

Percentage of
Common Stock
Outstanding on
June 30, 2021

Cede & Co.

570 Washington Blvd.

Jersey City, New Jersey 07310

2,180,404,935

27.08%

Name and Address of Shareholder

Shares of
Series A
Preferred Stock
Owned

Percentage of
Series A
Common Stock
Outstanding on
June 30, 2021

Charles Townsend

26060 Acero, Mission Viejo, 92691, California

2,518,658

31.28%

Inas Azzam

26060 Acero, Mission Viejo, 92691, California

538,294

6.68%

Name and Address of Shareholder

Shares of
Series B
Preferred Stock
Owned

Percentage of
Series B
Voting rights
June 30, 2021

Charles Townsend

26060 Acero, Mission Viejo, 92691, California

6,550

65.5%

Our directors currently control a majority of voting rights. Accordingly, our directors can solely determine and control all corporate decisions, even if such decisions may not be in the best interest of minority shareholders.

The holders of our Series B Preferred Stock have voting rights with respect to the business, management, or affairs of the corporation in the amount of 1% of the voting rights for all classes of stock per 100 shares of the Preferred B shares on the record date of the vote. Thus, Mr. Townsend, by virtue of owning a majority of this stock, has 65.5% voting super voting rights, giving him control of the Company.

Capitalization

Class of Stock	Par Value	Authorized	Outstanding as of June 30, 2021
Class A Preferred Stock, Series 1	$0.0001	10,000,000	4,960,572
Preferred Stock, Series B	$0.0001	20,000	9,100
Common Stock	$0.0001	7,000,000,000	6,146,636,426

Description of Securities

The Common Stock

We are authorized to issue 7,000,000,000 shares of Common Stock, $0.00001 par value. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock. All shares of Common Stock now outstanding upon completion of this Offering and conversion of any Preferred Stock, are, and will be, fully paid, validly issued and non-assessable.

Holders of our Common Stock do not have cumulative voting rights, so that the holders of more than 50% of the shares voting for the election of directors will be able to elect 100% of the directors if they choose to do so, and in that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors.

The Company has never paid any dividends to shareholders of our Common Stock. The declaration in the future of any cash or stock dividends will depend upon our capital requirements and financial position, general economic conditions, and other pertinent factors. We presently intend not to pay any cash or stock dividends in the foreseeable future. Management intends to reinvest earnings, if any, in the development and expansion of our business. No dividend may be paid on the Common Stock until all Preferred Stock dividends are paid in full.

Description of Property

We do not own any real property. We lease an office in 2091 Business Center Dr, Irvine, CA 92612. The previous location of our headquarters was located at 30 N. Gould St, Suite 5187, Sheridan, WY 82801.

Legal Proceedings

There is no pending litigation as of the date of this report.

During the last five years, excluding traffic violations and minor offenses, our sole officer and director and our control shareholder, Charles Townsend, has not been

a)convicted in a criminal proceeding or named as a defendant in a pending criminal proceeding;

b)the subject of an entry of an order, judgment, or decree, not subsequently reversed, suspended, or vacated, by a court of competent jurisdiction, that permanently enjoined, barred, suspended, or otherwise Mr. Townsend’s involvement in any type of business, securities, commodities, or banking activities;

c)the subject of a finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodities Futures Trading Commission, or a state securities regulator of a violation of U.S. federal or state securities or commodities trading laws, which finding or judgment has not been reversed, suspended, or vacated; or

d)the subject of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited Mr. Townsend’s involvement in any type of business or securities activities.

Mr. Townsend is not a disqualified person under Rule 230.262, Rule 230.505(b)(2)(iii), and Rule 230.506(d)(2)(ii) of the Securities and Exchange Commission.

Third Party Providers

The following list sets forth the name, address, telephone number, and e-mail address of each outside provider of professional services to the Company relating to operations, business development, and disclosure:

Stock Transfer Agent.

Action Stock Transfer Corporation
2469 E. Fort Union Blvd., Suite 214
Salt Lake City, UT 84121

Telephone: (801) 274-1088

Website: www.actionstocktransfer.com.

Exhibits

Exhibit 31 - Issuer Certification

Signature Devices (CE) (USOTC:SDVI)
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