OTC: LLPS

To address employer concerns regarding staff efficiency and employee concerns regarding privacy, we intend to develop the Privacy and Value software that has features to monitor worker computer productivity while providing employees with reasonable privacy during their work days. The intended features of the software are as follows:

·the software will monitor the employees’ computer desktops while they are actually working on the system. Surveillance will commence when an employee logs on to his or her computer through our software and will continue until the employee logs out of the system. After an employee signs out of the software, recording and monitoring will cease and the employee can access his or her computer contents and the Internet for personal purposes;

·when the employee is logged in, the software will allow management to maintain real-time access to employee activity and to view each employee’s desktop screen content and the keystrokes that the employee

1

is typing. All of this information will also be recorded and stored for future management use with all information time stamped. The file name for each day’s recording will be the employee’s first name, last name, and the year, month, and day, which will allow a manager to identify the appropriate recording without difficulty; and

·based on employee actions, the software will calculate the amount of time that the employee was logged into the system based on a searchable time period (e.g., a shift, a week, or a month). It will also indicate the length of various time periods during which the employee did not make any keystrokes on his or her computer and allow the manager to quickly access the recording of employee’s desktop at the times when keystrokes commenced and stopped. The software will also provide details of the length of each break that the employee takes during the work period analyzed. It will also have tools that the manager can use, in tabular and graphic form, to compare the efficiency of employees in terms of keystrokes and time logged in to their computer.

We have completed these aspects of the software. However, since artificial intelligence has become prevalent in software development, we have decided to incorporate artificial intelligence within the monitoring system to improve its primary functions. The objective is to record employee screen activity and capture the text using AI, which it then analyzes for all of the features incorporated in the original software algorithms, as well as the content being captured. This allows the AI-enhanced software to monitor whether the employee is doing work assigned rather than personal activities or other non-work-related tasks.

EMERGING GROWTH COMPANY STATUS

Because we generated less than $1 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act.

We will lose our emerging growth company status on the earliest occurrence of any of the following events:

1.on the last day of any fiscal year in which we earn at least $1 billion in total annual gross revenues, which amount is adjusted for inflation every five years;

2.on the last day of the fiscal year of the issuer following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement;

3.on the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or

4.the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.

A “large accelerated filer” is an issuer that, at the end of its fiscal year, meets the following conditions:

1.it has an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more as of the last business day of the issuer’s most recently completed second fiscal quarter;

2.It has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months; and

3.It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act.

As an emerging growth company, exemptions from the following provisions are available to us:

1.Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;

2.Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation;

2

3.Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company;

4.Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and

5.The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer’s size.

Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. We have elected under this section of the JOBS Act to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions relating to complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

COMPETITION

The software and computer application development business is extremely fragmented and competitive. The sector includes large, established corporations that develop their products in-house and have the capability and financial resources necessary in order to launch and market their products, as well as large custom software development companies that design products according to client specifications, such as Praxent, Orases, 10Pearls, Fingent, Tack Mobile, and Mercury Development. Additionally, there are smaller niche market participants that focus on a single or small number of products that are well-tailored to specific commercial or consumer demands. Many of these competitors have international operations and are able to not only compete in terms of software quality, but also based on price given their access to software development talent in developing countries, such as India, where skilled labor is less expensive.

Our competitors will have greater financial resources and may be able to develop software and computer application products that have better design qualities and features than the ones that we develop. We may be unable to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

Our ability to compete with other companies in the sector will depend on our success in retaining skilled independent contractors to complete the development of our software and computer application projects. As well, our ability to generate sales will greatly depend on our president’s ability to identify software and application concepts that are attractive to potential purchasers and ultimately to the businesses and consumers that will use them.

COMPLIANCE WITH GOVERNMENT REGULATIONS

We will be subject to a wide variety of laws and regulations in the United States and other jurisdictions. These laws, regulations, and standards govern issues such as consumer protection and privacy, data usage, data integrity, cybersecurity, worker confidentiality, and intellectual property. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state, and local administrative agencies.

Privacy, Data Storage, and Data Usage

In 2018, the European Union adopted measures to improve cybersecurity and data privacy practices by passing the General Data Protection Regulation to hold organizations liable for poor practices. The Regulation requires organizations to implement appropriate technical and organizational measures to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems and services. Any company that fails to comply with the Regulation may be subject to a regulatory enforcement actions, which can result in monetary penalties of up to 4% of worldwide revenue. Similar laws are now in effect in countries such as Australia, Japan, Brazil, and South Korea, among others. While the United States has not adopted federal data security laws, it is likely that it will in the future. Although it is the companies that purchase our software, and in some instances, their customers who will be

3

responsible for compliance with these laws and regulations, such enactments will impact our software design since we will be expected to develop software that allows companies to meet regulatory requirements.

Users of the Privacy and Value software can use our products to collect, use, and store personal or identifying information regarding their customers and employees. Federal, state and foreign government bodies and agencies have adopted, are considering adopting or may adopt laws and regulations regarding the collection, use, storage and disclosure of personal information obtained from individuals. While there is no comprehensive federal law that governs data privacy in the United States, the Federal Trade Commission (“FTC”) has jurisdiction over commercial entities to prevent deceptive trade practices. The FTC has the authority to take action against companies that fail to implement and maintain reasonable data security measures, fail to follow a privacy policy that they have adopted, or transfer or sell personal information. When the FTC has held that companies have failed to protect user privacy, they have often imposed substantial fines. For example, in 2019, the FTC fined Facebook $5 billion for deceiving website users about their ability to control the privacy of their personal information.

In June 2018, California passed the California Consumer Privacy Act (“CCPA”), which provides new data privacy rights for consumers and new operational requirements for companies, which became effective in 2020. These duties include informing data subjects when and how data is collected and giving them the ability to access, correct, and delete such information. The CCPA creates a private right of action that could lead to consumer class actions and other litigation with statutory damages of up to $750 per violation. The California Attorney General will also maintain authority to enforce the CCPA and will be permitted to seek civil penalties for intentional violations of the CCPA of up to $7,500 per violation.

New York has adopted similar legislation, known as the SHIELD Act, which requires any person or business owning or licensing computerized data that includes the private information of a resident of New York to implement and maintain reasonable safeguards to protect the security, confidentiality and integrity of the private information. Violators may be liable for a civil penalty of up to $5,000 dollars per violation.

Surveillance

Our Privacy and Value software will allow employers to monitor the work that employees conduct on their computers. The United States Electronic Communications Privacy Act of 1986 (“ECPA”) allows business owners to monitor all employee verbal and written communication as long as the company can present a legitimate business reason for doing so. This ability for companies to monitor their workers extends to employee use of company devices, such as a computer. However, it is unclear how these provisions may apply to situations in which an employee works from home or uses his or her own personal computer for a combination of work and non-work tasks. Customers that use our software must ensure that they comply the ECPA provisions and also be aware of specific state constitutional laws in California, Florida, Louisiana and South Carolina that guarantee resident rights to privacy and may require notice of monitoring to employees. While it would be our customers rather than us that must ensure compliance with surveillance laws, our business may be adversely impacted if potential customers are reluctant to purchase Privacy and Value software due to these legal concerns. Individuals who violate ECPA provisions face up to five years in prison and fines up to $250,000. Victims are also entitled to bring civil suits and recover actual damages, in addition to punitive damages and attorney’s fees, for violations.

Intellectual Property Laws

While we have filed for trademark protection of Privacy and Value names and logos, we have not filed for any other intellectual property protection of the Privacy and Value software. Without assessing whether we hold copyrights to the programming code that is included in the products we are developing or whether we may be violating intellectual property that others hold, we bear the risk that someone could either copy the software that we have developed or that we may be liable to a third-party for violating their intellectual property rights. While copyright protection of software is effective upon creation of the works, lack of copyright registration makes it more difficult for us to prove our ownership of the software we develop. If we are held to have infringed on the copyrighted work of others, we may have to pay damages to the copyright holder that may represent the gains that we realized from infringing the patent or possibly a much greater amount. The copyright holder is typically granted a permanent injunction that would prevent an infringing company from continuing to sell or license its software products.

4

EMPLOYEES

We have no employees as of the date of this report. We have retained independent contractors to complete the development of our Privacy and Value software.

RESEARCH AND DEVELOPMENT EXPENDITURES

Since incorporation, the Company has incurred expenditures related to software development and organizational activities. In accordance with U.S. GAAP, certain qualifying costs incurred during the application development stage have been capitalized as software development costs, while other expenditures, including research activities and general administrative expenses, have been expensed as incurred.

SUBSIDIARIES

We own a 49.7% interest in Privacy and Value Inc., a Wyoming corporation that holds all of the assets relating to the Privacy and Value employee monitoring software.

PATENTS AND TRADEMARKS

The Company does not own, legally or beneficially, any patents or trademarks. A prior application to register a trademark for the “Privacy and Value” name and logo was unsuccessful, and the Company currently holds no proprietary rights or recognized intangible assets related to this brand identity.

DESCRIPTION OF PROPERTY

We do not own any interest in real property.