Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 October 31, 2018

[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from to __________

	Commission File Number: 000-55766

Drone Guarder, Inc.

(Exact name of registrant as specified in its charter)

Nevada	39-2079422
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

86-90 Paul Street

London, EC2A 4NE

(Address of principal executive offices)

415-835-9463

(Registrant’s telephone number)

___________________

(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 ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

☐ 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 ☒

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 173,750,000 as of January 25, 2019

Table of Contents

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4:	Controls and Procedures	7

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	8
Item 1A:	Risk Factors	8
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3:	Defaults Upon Senior Securities	8
Item 4:	Mine Safety Disclosure	8
Item 5:	Other Information	8
Item 6:	Exhibits	8

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our condensed financial statements included in this Form 10-Q are as follows:

F-1	Condensed Balance Sheets as of October 31, 2018 (unaudited) and January 31, 2018 (audited);
F-2	Condensed Statements of Operations for the three and nine months ended October 31, 2018 and 2017 (unaudited);
F-3	Condensed Statements of Cash Flows for the nine months ended October 31, 2018 and 2017 (unaudited); and
F-4	Notes to Condensed Financial Statements.

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended October 31, 2018 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

BALANCE SHEETS

	(Unaudited) October 31, 2018			(Audited) January 31, 2018
ASSETS
Current Assets
Cash and cash equivalents	$	31,514		$	19,525
Prepaid expenses - related party	$	388,125		$
Total Current Assets		419,639			19,525

Fixed Assets
Furniture and Equipment		1,050			1,050
Accumulated Depreciation		(1,050	)		(1,040)
Total Fixed Assets		0			10

Investment in intellectual property	$	95,894		$	78,123


Total Assets	$	515,533		$	97,658


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Liabilities
Current Liabilities
Accrued expenses	$	25,821		$	33,016
Accrued expense-related party		0			333,333
Accrued interest		101,329			28,756
Convertible note payable, net of debt discount and deferred financing costs of $343,866 ( January 31, 2018- $ 112,500)	$	701,234		$	112,500
Promissory notes payable		192,500			192,500
Advances from related party		18,000			18,000
Due to shareholder		2,308			2,308
Derivative Liability		1,133,086			85,560

Total Liabilities		2,174,278			805,973

Stockholders’ Equity (Deficiency)
Common stock, par value $0.001; 5,000,000,000 shares authorized, 142,950,000 (January 31, 2018 – 133,400,000) shares issued and outstanding		142,950			133,400
Series A Preferred Stock, par value $0.001; 1,000,000 shares authorized, 1,000,000 (January 31, 2018 - nil) shares issued and outstanding		1,000			0
Additional paid in capital		683,473			130,123
Deficit accumulated		(2,486,168	)		(971,838
Total Stockholders’ Equity (Deficiency)		(1,658,745	)		(708,315)

Total Liabilities and Stockholders’ Equity	$	515,533		$	97,658

The accompanying notes are an integral part of these condensed financial statements.

F- 1

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months Ended October 31, 2018			Three months Ended October 31, 2017			Nine months Ended October 31, 2018			Nine months Ended October 31, 2017

REVENUES	$	—		$	—		$	—		$	—

OPERATING EXPENSES
Depreciation Expense		—			52			10			156
General and administrative		74,054			5,476			125,384			15,965
Bank fees		944			330			2,324			1,050
Consulting fees		49,050			700			113,100			3,900
Management compensation		12,000			75,000			234,667			101,900
Website		—			0			164			—
Professional fees		12,339			9,559			47,348			52,420

TOTAL OPERATING EXPENSES		148,391			91,117			522,997			175,391

LOSS FROM OPERATIONS		(148,391	)		(91,117	)		(522,997	)		(175,391)

OTHER INCOME (EXPENSE)
Interest Expense		(28,708	)		(5,312	)		(72,573	)		(12,138)
Amortization of debt discount		(275,341	)		(10,754	)		(654,000	)		(10,754)
Amortization of deferred financing		(25,183	)					(67,529	)
Change in derivative liability		(158,794	)		118,757			(197,231	)		118,757
TOTAL OTHER INCOME (EXPENSE)		(488,026	)		102,751			(991,333	)		95,925

PROVISION FOR INCOME TAXES		—			—			—			—

NET INCOME (LOSS)	$	(636,417	)	$	11,634		$	(1,514,330	)	$	(79,466)

NET LOSS PER SHARE: BASIC AND DILUTED		*			*			*			*

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (as adjusted for 20-1 forward stocks split)		139,483,333			132,900,000			135,505,556			132,900,000

* Less than $0.00 per share

The accompanying notes are an integral part of these condensed financial statements.

F- 2

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

STATEMENTS OF Stockholders’ Equity

( Unaudited )

	Common Stock				Preferred Stock
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Deficit Accumulated During the Development Stage			Total Stockholders’ Equity
Balance, January 31, 2017		132,900,000		132,900		—		—	$	73,123	$	(308,842	)	$	(102,819)

Shares for services at $0.115		500,000		500						57,000					57,500
Net loss for the period ended January 31, 2018		—		—						—		(662,996	)		(727)

Balance as of January 31, 2018		133,400,000		133,400		—		—		130,123		(971,838	)		(708,315)

Shares issued for debt		9,550,000		9,550						34,350					43,900

Shares issued for compensation						1,000,000		1,000		519,000					520,000
Net loss for the period ended October 31, 2018		—		—						—		(1,514,330	)		(1,514,330)

Balance as of October 31, 2018		142,950,000		142,950		1,000,000		1,000		683,473		(2,486,168	)		(1,658,745)

The accompanying notes are an integral part of these condensed financial statements.

F- 3

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months Ended October 31, 2018			Nine months Ended October 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(1,514,330	)	$	(79,466)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation Expense		10			156
Stock based compensation		186,667
Amortization of debt discount		654,000			10,754
Amortization of deferred financing costs		67,529			—
Change in derivative liability		197,231			(118,187)
Changes in assets and liabilities:
Increase (decrease) in accrued expenses		(7,195	)		(10,554)
Increase in accrued interest		72,573			12,138
Increase in prepaid expenses		(388,125	)		—

CASH FLOWS USED IN OPERATING ACTIVITIES		(731,640	)		(185,879)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in intellectual property		(17,771	)		(29,150)
CASH FLOWS USED BY INVESTING ACTIVITIES		(17,771	)		(29,150)

CASH FLOWS FROM FINANCING ACTIVITIES
Deferred financing costs		(102,600	)
Proceeds from convertible note payable		864,000			200,000
Proceeds from promissory note payable		—			115,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		761,400			315,000

NET INCREASE (DECREASE) IN CASH		11,989			115,061
Cash, beginning of period		19,525			2,726
Cash, end of period	$	31,514		$	117,787

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
NON CASH TRANSACTIONS:
Shares issued for debt	$	43,900		$	—
Income taxes paid	$	—		$	—

The accompanying notes are an integral part of these condensed financial statements.

F- 4

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2018

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Drone Guarder, Inc. (Formerly Vopia, Inc.) was incorporated as Blue Fashion Corp. under the laws of the State of Nevada on May 14, 2012. The Company is an early stage security and surveillance company focusing on commercializing a drone enhanced home security system as a turnkey solution. On August 5, 2014, the Company changed its name to Vopia, Inc. On March 24, 2017, the Company changed its name to Drone Guarder, Inc.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements of Drone Guarder, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the financial statements to be not misleading have been reflected herein.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a January 31 fiscal year end.

Cash and Cash E q ui v a lents

T h e C o m p a ny c o nsi d ers all h i gh ly li qu i d inves t m e n ts wit h t h e ori g i n a l m atu ritie s o f thre e m on t hs or les s to be ca s h e q u i v a le n t s. The Company had $31,514 and $19,525 of cash as of October 31, 2018 and January 31, 2018, 2017, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

The preparation of financial statements in conformity with 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

F- 5

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2018

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Prepaid expenses

Prepaid expenses, consisting primarily of cash advanced to officers to pay future expenses on behalf of the company, which will occur within a year . During the period ended October 31, 2018 the company advanced to an officer $ 461,483 of which the officer has paid expenses of $ $ 73,358 on behalf of the company as of October 31, 2018.

The balance of prepaid expenses advanced to the officer was $388,125 and $nil as of October 31, 2018 and January 31,2018, respectively.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of October 31, 2018.

Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

In May 2014, and later amended in August 2015, the Financial Accounting Standards Board ("FASB") issued new Accounting Standards Update ("ASU") regarding revenue recognition under GAAP. This new guidance will supersede nearly all existing revenue recognition guidance, and is effective for public entities for annual and interim periods beginning after December 31, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Company adopted the standard effective January 1, 2018 with no impact n the Company's financial statements.

NOTE 3 – INVESTMENT IN INTELLECTUAL PROPERTY

On February 24, 2017, the Company paid $20,000 as an initial payment toward software development related to the Drone Guarder technology. In addition, the Company has paid $18,394 in additional software development costs to October 31, 2018. On October 2, 2017, the Company issued 500,000 common shares of capital stock with a deemed value of $57,500 for services related to the development of the intellectual property.

The Company will amortize its acquired intangible assets with definite lives over the estimated economic life of the completed product once it has been completed.

NOTE 4 – LOANS FROM DIRECTOR AND SHAREHOLDER

During the year ended January 31, 2018, the shareholder paid net expenses of $100 that was not reimbursed as of October 31, 2018.

The balance due to the shareholder was $2,308 and $2,308 as of October 31, 2018 and January 31, 2018, respectively.

NOTE 5 – ADVANCES FROM RELATED PARTY

On May 14, 2014 the Company received advances from a related party in the amount of $18,000. The advances are unsecured, non-interest bearing, with no specified terms of repayment.

The balance as of October 31, 2018 and January 31, 2018 of advances from related party was $18,000 and $18,000, respectively.

F- 6

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2018

(Unaudited)

NOTE 6 – NOTES PAYABLE

On November 20, 2014 the Company issued a promissory note payable in the amount of $10,000. The note bears interest at 10% per annum and is due on demand. For the year ended January 31, 2015, this note was recorded in error as an advance from related party, when it should have been recorded as a note payable. This has been reclassified on the balance sheet as of January 31, 2016.

On June 24, 2015 the Company issued a promissory note payable in the amount of $12,500. The note bears interest at 10% per annum and is due on demand.

On December 10, 2015 the Company issued a promissory note payable in the amount of $15,000. The note bears interest at 10% per annum and is due on demand.

On December 23, 2016 the Company issued a promissory note payable in the amount of $25,000. The note bears interest at 10% per annum and is due on demand.

On February 6, 2017 the Company issued a promissory note payable in the amount of $55,000. The note bears interest at 10% per annum and is due on demand.

On April 19, 2017 the Company issued a promissory note payable in the amount of $20,000. The note bears interest at 10% per annum and is due on demand.

On May 24, 2017 the Company issued a promissory note payable in the amount of $20,000. The note bears interest at 10% per annum and is due on demand.

On July 5, 2017 the Company issued a promissory note payable in the amount of $20,000. The note bears interest at 10% per annum and is due on demand.

On September 18, 2017 the Company issued a promissory note payable in the amount of $15,000. The note bears interest at 10% per annum and is due on demand.

The balance as of October 31, 2018 and January 31, 2018 of notes payable $192,500 and $192,500, respectively.

F- 7

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2018

(Unaudited)

NOTE 7 – CONVERTIBLE NOTES PAYABLE

On October 17, 2017, the Company entered into a financing arrangement in the principal amount of $445,000 consisting of a convertible promissory note and warrants to purchase common shares of the company. As of October 31, 2018, the company has borrowed $225,000 of the available balance of $ 445,000. The outstanding principal of the Note bears interest at the rate of 10% per annum and is due July 17, 2018. An original debt discount in the amount of $ 25,000 on the issuance of the note and will be amortized over the life of the note.

The Note is convertible at the option of the holder into common stock of the Company at a conversion price of $0.25 per share. A debt discount related to the fixed rate conversion feature in the amount of $66,442 was recorded and is being amortized over the life of the note. In addition, the holder of the note received warrants to purchase shares of the Company’s common stock equal to $225,000 divided by the market value of the shares on the date the financing arrangement was entered into. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.25, our stock price on the date of grant $.126 expected dividend yield of 0%, expected volatility of 251.50, risk free interest rate of 1.25 for notes payable and 1.97% for warrants and an expected term of 0.75 years for notes payable and 5 years for warrants. Upon initial valuation, the derivative liability of $168,573 was recorded as a debt discount which is being amortized over the life of the note payable.

The note payable is currently in default. As a result the lender is entitled to increase the interest rate on the note to 22% and to increase the conversion eligible amount of the note by 15% for each major default.

As of October 31, 2018 the derivative liability associated with the note payable and the warrants are $ 0 and the balance of debt discount is $ 0.

On January 17, 2018, the Company issued a convertible note payable the principal amount of $165,000. Principal of the Note bears interest at the rate of 8% per annum and is due January 17, 2019. An original debt discount in the amount of $ 9,000 on the issuance of the note and will be amortized over the life of the note.

The Note is convertible at the option of the holder into common stock of the Company at a conversion price he lesser of the trading price of the common stock on the trading day prior to the closing date of the note or 50% of the lowest trading or closing bid for the common stock during the 20 trading day period immediately prior to conversion.. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.052, our stock price on the date of grant $.024, expected dividend yield of 0%, expected volatility of 113.400, risk free interest rate of 1.79 for notes payable, and remaining term of 1.00 year. Upon initial valuation, the derivative liability of $156,000 was recorded as a debt discount which is being amortized over the life of the note payable.

As of October 31, 2018, the derivative liability was recalculated using the Binomial Fair Value Model as $ 297,793 and there is an unamortized balance of debt discount of $ 34,375.

On January 22, 2018, the Company issued a convertible note payable the principal amount of $165,000. Principal of the Note bears interest at the rate of 12% per annum and is due October 22, 2018.

The “Conversion Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.037, our stock price on the date of grant $.079, expected dividend yield of 0%, expected volatility of 113.400, risk free interest rate of 1.79 for notes payable, and remaining term of .75 year. Upon initial valuation, the derivative liability of $165,000 was recorded as a debt discount which is being amortized over the life of the note payable.

As of October 31, 2018, the derivative liability was recalculated using the Binomial Fair Value Model as $ 297,793 and there is an unamortized balance of debt discount of $ 34,375.

F- 8

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2018

(Unaudited)

NOTE 7 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

On May 8, 2018, the Company issued a convertible note payable the principal amount of $125,000. Principal of the Note bears interest at the rate of 8% per annum and is due January 8, 2019.

The “Conversion Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.024, our stock price on the date of grant $.05, expected dividend yield of 0%, expected volatility of 137.100, risk free interest rate of 2.44 for notes payable, and remaining term of .75 year. Upon initial valuation, the derivative liability of $125,000 was recorded as a debt discount which is being amortized over the life of the note payable.

As of October 31, 2018, the derivative liability was recalculated using the Binomial Fair Value Model as $ 225,674 and there is an unamortized balance of debt discount of $ 48,611.

On May 10, 2018, the Company issued a convertible note payable the principal amount of $125,000. Principal of the Note bears interest at the rate of 12% per annum and is due January 9, 2019.

The “Conversion Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.024, our stock price on the date of grant $.05, expected dividend yield of 0%, expected volatility of 137.100, risk free interest rate of 2.44 for notes payable, and remaining term of .75 year. Upon initial valuation, the derivative liability of $125,000 was recorded as a debt discount which is being amortized over the life of the note payable.

As of October 31, 2018, the derivative liability was recalculated using the Binomial Fair Value Model as $ 225,674 and there is an unamortized balance of debt discount of $ 48,611.

On August 1, 2018, Drone Guarder, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Power Up SPA”) with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up purchased a convertible promissory note evidencing a loan of $153,000. On August 1, 2018, the Company issued Power Up a convertible note totaling $153,000 (the “Power Up Note”). The Power Up Note entitles the holder to 12% interest per annum and matures on May 15, 2019.

Power Up may convert the Power Up Note into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of the Power Up Note, at a price equal to 65% of the lowest two (2) trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note to the extent that such conversion would result in Power Up’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by Power Up and its affiliates. The beneficial ownership limitation may not be waived by Power Up. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.0143, our stock price on the date of grant $.022, expected dividend yield of 0%, expected volatility of 131.300, risk free interest rate of 2.16 for notes payable , and remaining term of .80 year. . Upon initial valuation, the derivative liability of $149,884 was recorded as a debt discount which is being amortized over the life of the note payable.

F- 9

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2018

(Unaudited)

As of October 31, 2018, the derivative liability was recalculated using the Binomial Fair Value Model as $204,305 and there is an unamortized balance of debt discount of $ 99,923.

On August 29, 2018, Drone Guarder, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Power Up SPA”) with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up purchased a convertible promissory note evidencing a loan of $78,000. On August 29, 2018, the Company issued Power Up a convertible note of $78,000 (the “Power Up Note”). The Power Up Note entitles the holder to 12% interest per annum and matures on June 19, 2019.

Power Up may convert the Power Up Note into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of the Power Up Note, at a price equal to 65% of the lowest two (2) trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note to the extent that such conversion would result in Power Up’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by Power Up and its affiliates. The beneficial ownership limitation may not be waived by Power Up. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.0117, our stock price on the date of grant $.018, expected dividend yield of 0%, expected volatility of 131.300, risk free interest rate of 2.16 for notes payable , and remaining term of .80 year. . Upon initial valuation, the derivative liability of $76,411 was recorded as a debt discount which is being amortized over the life of the note payable.

As of October 31, 2018, the derivative liability was recalculated using the Binomial Fair Value Model as $ 104,122 and there is an unamortized balance of debt discount of $ 50,941.

On October 11, 2018, Drone Guarder, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Power Up SPA”) with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up purchased a convertible promissory note evidencing a loan of $53,000. On August 1, 2018, the Company issued Power Up a convertible note of $53,000 (the “Power Up Note”). The Power Up Note entitles the holder to 12% interest per annum and matures on July 30, 2019.

Power Up may convert the Power Up Note into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of the Power Up Note, at a price equal to 65% of the lowest two (2) trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note to the extent that such conversion would result in Power Up’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by Power Up and its affiliates. The beneficial ownership limitation may not be waived by Power Up. Upon issue, the Company recorded derivative liabilities for the conversion feature of the convertible notes and warrants, based up on the Binomial Fair Value Model and using the following assumptions: an exercise price of $0.0061, our stock price on the date of grant $.012, expected dividend yield of 0%, expected volatility of 131.300, risk free interest rate of 2.44 for notes payable , and remaining term of .80 year. . Upon initial valuation, the derivative liability of $70,200 was recorded as a debt discount which is being amortized over the life of the note payable.

As of October 31, 2018, the derivative liability was recalculated using the Binomial Fair Value Model as $ 75,335 and there is an unamortized balance of debt discount of $ 35,344.

On issuance of the notes payable, financing fees and legal fees of $ 93,600 were deducted from loan proceeds. These have been deferred and are being amortized over the terms of the loans. During the period ended October 31, 2018, $ 67,529 of the deferred financing costs was amortized. The balance of deferred financing costs as at October 31, 2018 is $ 26,071.

During the period ended October 31, 2018, the Company issued 9,550,000 shares of common stock in settlement of promissory notes in the amount of $43,900.

F- 10

Table of Contents

DRONE GUARDER, INC.

(FORMERLY VOPIA, INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2018

(Unaudited)

NOTE 8 – EQUITY

The Company has 5,000,000,000, $0.001 par value shares of common stock authorized.

Effective September 9, 2014 the Company’s board of directors and majority of its shareholders approved a 20 for 1 forward split of the Company’s common stock.

On October 2, 2017, the Company agreed to issue 500,000 shares of common stock valued at $ 57,500 for consulting services, which has been capitalized as part of investment in intellectual property.

During the period ended October 31, 2018, the Company issued 9,550,000 shares of common stock in settlement of promissory notes in the amount of $43,900

On July 16, 2018, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 1,000,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 1,000 votes for each share held. Holders of Series A Preferred Stock are entitled to convert each share held for 10 shares of common stock.

On July 16, 2018, we issued to an officer 1,000,000 shares of our newly created Series A Preferred Stock in lieu of the 10,000,000 shares of common stock owed to him under his employment agreement, valued on the date of issuance at $520,000.

There were 142,950,000 shares of common stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding as of October 31, 2018.

NOTE 9– RELATED PARTY TRANSACTIONS

During the year ended January 31, 2018 the shareholder paid net expenses of $100 that was not reimbursed as of October 31, 2018.

The balance due to the shareholder was $2,308 and $2,308 as of October 31, 2018 and January 31, 2018, respectively.

On May 14, 2014 the Company received advances from a related party in the amount of $18,000. The advances are unsecured, non-interest bearing, with no specified terms of repayment.

The balance as of October 31, 2018 and January 31, 2018 of advances from related party was $18,000 and $18,000, respectively.

Prepaid expenses, consisting primarily of cash advanced to officers to pay future expenses on behalf of the company, which will occur within a year. During the period ended October 31, 2018 the company advanced to an officer $461,483 of which the officer has paid expenses of $73,358 on behalf of the company as of October 31, 2018.

The balance of prepaid expenses to the officer was $388,125 and $nil as of October 31, 2018 and January 31, 2018, respectively.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Effective May 3, 2017, the Company entered into an employment agreement with its new chief executive officer. Under the agreement, the Company agreed to compensate the officer $36,000 annually and to provide him with 10 million shares of common stock, if the agreement is renewed after the first year. During the year ended January 31, 2018, a pro-rated accrual of $333,333 of management compensation was recorded in the financial statements based on the share value of $0.052 per share and recorded as accrued expenses-related party. For the period ended October 31, 2018 an additional accrual of $187,000 of management compensation has been recorded in the financial statements based on the share value of $0.052 per share value when the shares were issued. On May 25, 2018, the Company renewed the employment agreement of the officer and the shares were issued.

NOTE 11 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of October 31, 2018. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 12 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to October 31, 2018 through the date these financial statements were issued and has determined that, aside from that set forth below, it does not have any material subsequent events to disclose in these financial statements.

Subsequent to October 31, 2018, the Company issued 30,800,000 shares of common stock in settlement of promissory notes payable in the amount of $39,800.

On December 18, 2018, the Company increased the total number of authorized shares of common stock to 5,000,000,000.

F- 11

Table of Contents

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We are an early stage security and surveillance company focusing on commercializing a drone enhanced home security system as a turnkey solution. The solution is app-based and includes a drone, infrared camera, and Android mobile app component: once an alarm has been triggered, the DroneGuarder™ will immediately take off from a wireless charging pad. The camera within the drone will record video for a few seconds, process it and then send an alert if a threat is found, which the DroneGuarder™ app sends in the form of a text, image or short recorded video if supported by the GSM network. The DroneGuarder™ can fly for up to 20 minutes, using GPS to navigate in its preprogrammed areas and return back to its charging pad after completing surveillance.

Once an alarm has been triggered the drone will instantly leave its charging pad and fly to the destination where the alarm was activated, or any other predefined destination programmed for the specific alarm. The infrared (IR) camera will recognize any human movement night or day, and stream it directly to the smartphone that is connected to the drone when the app is open and the user is on that screen, recording all activity. On this drone and all drones from DJI, simultaneous action is not possible. The video must end before the phone can do other things. This is because if the video goes into the background, the video will stop and the drone will immediately return. All homes or businesses are great candidates for the drone alarm system as it is compatible with standard surveillance cameras and movement detectors. Each sensors GPS position has been registered in the drone with a smartphone, so it knows exactly where to go.

The solution is expected to come as a packaged solution that can be tailored to fit the requirements of an individual security installation company and will be sold to U.S. based companies that provide security solutions for private homes, gated communities and construction sites. The solution is designed to be flexible enough to integrate into all existing security solutions that a gated community or private home might already have, as well incorporate add-ons with extra features if needed. The targeted markets include the USA, Canada, Europe, South Africa and the Asia-Pacific region.

Our primary revenue model is expected to consist of selling home security systems directly to the clients (e.g. homes, business, or security resellers). We plan to focus on selling to resellers, as it enables the Company to reach the widest customer base for the lowest cost. Our secondary business model is expected to be leasing home security systems for a monthly flat fee and pre-selling discounted first-versions of the product. We plan to develop our own software and acquire the hardware needed from a third party in an attempt to lower expenses.

Table of Contents

We originally decided to pursue an agreement with a Chinese company to develop our drone hardware. In the past three months, however, we have been working on a number of technical issues the main one being the dynamic video streaming from the drone to the cloud. The DG Intruder drone has an onboard flash video storage card but at the same time we need to stream the video footage to the cloud to be stored and reviewed at any time. We came to the realization that our Chinese partners would not be able to complete this task for us.

During the past three months, we have worked on the DJI Mavic Drone platform and integrated our technology to demonstrate some of our AI capabilities. We have also built a Windows APP for the drone and the control functions.

We also plan on working with Skydio and its drone platform as we believe technically Skydio has promising neural network AI available in the drone market today. Our technicians are working on integrating the Skydio software development kit into our DG Intruder. We are very confident that we can deliver the day night time on board cameras, autonomous following and anti-collision capabilities, which includes the security sweep and call home functions of the drone functionality, and cloud video streaming functionality.

We hope to officially partner with Skydio when we have completed our development phase 1 program and will release our prototype in Q2 with the goal of releasing our DG Intruder product in Q3.

Results of Operations for the Three and Nine Months ended October 31, 2018 and 2017

We have not earned any revenues since our inception on May 14, 2012. We do not expect to generate any revenue until we have successfully marketed and sold our drone security system.

We incurred operating expenses in the amount of $148,391 for the three months ended October 31, 2018, as compared with $91,117 for the same period ended 2017. Our operating expenses for the three months ended October 31, 2018 were mainly attributable to general and administrative expenses of $74,054, consulting fees of $49,500, professional fees of $12,339, management compensation of $12,000 and bank fees of $944 and whereas our operating expenses for the three months ended October 31, 2017 were mainly attributable to management compensation of $75,000 professional fees of $9,559 and general and administrative expenses of $5,476.

We incurred operating expenses in the amount of $522,997 for the nine months ended October 31, 2018, as compared with $175,391 for the same period ended 2017. Our operating expenses for the nine months ended October 31, 2018 were mainly attributable to management compensation of $234,667, consulting fees of $113,100, general and administrative expenses of $125,384, and professional fees of $47,348, and whereas our operating expenses for the nine months ended October 31, 2017 were mainly attributable to management compensation of $101,900, professional fees of $52,420, and general and administrative expenses of $15,965.

We expect our operating expenses to increase in future quarters, as we take more steps to advance our business plan.

We incurred other expenses of $488,026 for the three months ended October 31, 2018, as compared with other income of $102,751 for the same period ended 2017. We incurred other expenses of $991,333 for the nine months ended October 31, 2018, as compared with other income of $95,925 for the same period ended 2017.

Our other expenses for the three and nine months ended October 31, 2018 is mainly the result of amortization of debt discount, interest expense and amortization of deferred financing. Our positive other income for the three and nine months ended October 31, 2017 is the result of a change in derivative liabilities.

Table of Contents

We incurred a net loss in the amount of $636,417 for the three months ended October 31, 2018, as compared with net income of $11,634 for the same period ended 2017. We incurred a net loss in the amount of $1,514,330 for the nine months ended October 31, 2018, as compared with a net loss of $79,466 for the same period ended 2017.

Liquidity and Capital Resources

As of October 31, 2018, we had current assets of $419,640 and total assets of $515,533. Our total current liabilities as of October 31, 2018 were $2,174,278. As a result, we had a working capital deficit of $1,754,639 as of October 31, 2018.

Operating activities used $731,640 in cash for the nine months ended October 31, 2018, as compared with $185,789 used for the nine months ended October 31, 2017. Our negative operating cash in 2018 flow was mainly the result of our net loss for the period and an increase in prepaid expenses. We primarily relied on cash from loans to fund our operations during the period ended October 31, 2018.

Investing activities used $17,771 in cash for the nine months ended October 31, 2018, as compared with $29,150 for the nine months ended October 31, 2017. Our negative investing cash flow was related to software development of our drone technology.

Financing activities provided $761,400 in cash for the nine months ended October 31, 2018, as compared with $315,000 for the nine months ended October 31, 2017.

During the period ended October 31, 2018, we entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up purchased convertible promissory notes evidencing a loans of $284,000. The Power Up Note entitles the holder to 12% interest per annum and matures on May 15, 2019.

On issuance of the notes payable, financing fees of $102,600 were deducted from loan proceeds.

Despite the short term loan, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Off Balance Sheet Arrangements

As of October 31, 2018 , there were no off balance sheet arrangements.

Going Concern

We have negative working capital, have incurred losses since inception, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Table of Contents

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2018. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of October 31, 2018, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending January 31, 2019: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended October 31, 2018 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

See Risk Factors contained in our Annual Report on Form 10-K filed with the SEC on June 15, 2018.

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

During the nine months ended October 31, 2018, we issued 9,550,000 shares of common stock for debt in the amount of $43,900.

Subsequent to October 31, 2018, we issued 30,800,000 shares of common stock in settlement of debt in the amount of $ 39,800.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.