Table of Contents



UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K



(Mark One)

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



for the fiscal year ended August 31, 2020



or



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



For the transaction period from _______
to ________



Commission File No. 333-2080204



messageBgone, Inc.






(Exact name of registrant as specified
in its charter)





|Nevada                                                         |  | 30-0881998                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation
or organization) |  | (I.R.S.
Employer Identification No.)







Tha Hin, Banpho, hachoengsao,
24130 Thailand

(Address of principal executive offices,
Zip Code)



(702) 381-5798

(Registrant’s telephone number,
including area code)



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



Common stock, par value $0.001
per share.

(Title of each class)



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No



Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No



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
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Yes ☒ No



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



|Large accelerated filer                       | ☐                       | Accelerated filer         | ☐
|--------------------------------------------- | ----------------------- | ------------------------- | -
|Non-accelerated filer                         | ☐                       | Smaller reporting company | ☒
|(Do not check if a 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. ☐



If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐



Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐



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





State the aggregate market value
of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter. N/A



(APPLICABLE ONLY TO CORPORATE REGISTRANTS)



As of March 12, 2022, the Company has 75,440,000 shares
of common stock issued and outstanding.






















messageBgone,
Inc.

TABLE OF CONTENTS



|         |                                                                                                              |  | Page
|-------- | ------------------------------------------------------------------------------------------------------------ |  | ----
|         |                                                                                                              |  |     
|PART I   |                                                                                                              |  |     
|         |                                                                                                              |  |     
|ITEM 1.  | BUSINESS                                                                                                     |  | 1   
|ITEM 1A. | RISK FACTORS                                                                                                 |  | 3   
|ITEM 1B. | UNRESOLVED STAFF COMMENTS                                                                                    |  | 3   
|ITEM 2.  | PROPERTIES                                                                                                   |  | 3   
|ITEM 3.  | LEGAL PROCEEDINGS                                                                                            |  | 3   
|ITEM 4.  | MINE SAFETY DISCLOSURES                                                                                      |  | 3   
|         |                                                                                                              |  |     
|PART II  |                                                                                                              |  |     
|         |                                                                                                              |  |     
|ITEM 5.  | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 4   
|ITEM 6.  | SELECTED FINANCIAL DATA                                                                                      |  | 4   
|ITEM 7.  | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 4   
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  | 6   
|ITEM 8.  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  | 6   
|ITEM 9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 6   
|ITEM 9A. | CONTROLS AND PROCEDURES                                                                                      |  | 7   
|ITEM 9B. | OTHER INFORMATION                                                                                            |  | 8   
|         |                                                                                                              |  |     
|PART III |                                                                                                              |  |     
|         |                                                                                                              |  |     
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       |  | 9   
|ITEM 11. | EXECUTIVE COMPENSATION                                                                                       |  | 10  
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               |  | 11  
|ITEM 13. | CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                     |  | 12  
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                       |  | 13  
|         |                                                                                                              |  |     
|PART IV  |                                                                                                              |  |     
|         |                                                                                                              |  |     
|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                   |  | 14  
|         |                                                                                                              |  |     
|         | SIGNATURES                                                                                                   |  | 15  
|         |                                                                                                              |  |     
|         | INDEX TO FINANCIAL STATEMENTS                                                                                |  | F-1 









i









Use of Certain Defined Terms



Except as otherwise indicated by the context,
references in this report to “messageBgone, Inc.”, “we,” “us,” “our,” “our
Company,”



Forward-Looking Statements



This Annual Report on Form 10-K contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions,
forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,”
“could,” “should,” “would,” “may,” “seek,” “plan,” “might,”
“will,” “expect,” “anticipate,” “predict,” “project,” “forecast,”
“potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of
the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees.
Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity,
performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking
statements.



We cannot predict all of the risks
and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in
such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness
of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report
on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential
acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other
statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other
statements that are not historical facts.



These forward-looking statements
represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and
other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed
or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking
statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent
written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to
us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to
in this Annual Report on Form 10-K.



Except to the extent required by law,
we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events,
a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.









ii









PART I



ITEM 1. BUSINESS



Business Overview



We intend to develop, launch, market
and sell (via subscription), what will be (depending on user preferences) the most secure, closed point-to-point e-mail system available
today. At the present time, privacy breeches in communications between friends, family members, corporate employees and even lovers, are
daily events. Malicious attacks on personal and corporate data are difficult to control, particularly given todays open communications
services and cloud storage offerings. Our proposed closed messaging system will be designed to alleviate the majority of security concerns
inherent in the most popular, open style, text and e-mail communications systems available today.



Our proposed messageBgone Application
(MBA) is not an e-mail system per se (nor is it a replacement for conventional e-mail) and will not accept messages sent through
other e-mail or communications providers. The MBA will also not permit messages to be sent via interface with other e-mail or communications
providers. Only e-mail messages created within the MBA application and sent between MBA users will be allowed. This will create a completely
closed and secure, point-to- point communications system between MBA subscribers, allowing them to send unlimited messages, in the format
of e-mail, together with Portable Document Format (PDF) attachments, if desired. Once subscribed, an MBA user will be able to download
either a Windows- or Mac-based software application that will facilitate the exchange of secure encrypted messages and attachments between
MBA subscribers within the closed system. We have recently commenced business operations and have not generated any revenues to date.



messageBgone, Inc. is a shell company
as defined in Rule 405, because it is a company with nominal operations and it has assets consisting solely of cash and cash equivalents.
Our independent registered public accountant has issued an audit opinion which includes statement expressing substantial doubt as to our
ability to continue as a going concern. Accordingly, there will be illiquidity of any future trading market until the Company is no longer
considered a shell company.



There is the likelihood that we may
never be able to develop and market our proposed point-to-point email system in order to successfully complete and implement its plan
of operation. If our company is not capable of building a market for its product, all funds that we spend on development will be lost.



Product



messageBgone, Inc. intends to develop,
launch, market and sell (via subscription), what will be (depending on user preferences) the most secure, closed point-to- point e-mail
system available today.



Corporate History



The Company was incorporated by its
president and sole director Mr. Arraya Wilaiphan in the State of Nevada on August 25, 2015 and established an August fiscal year end.



Recent Developments Capital Stock



The Company’s capitalization is 200,000,000 common
shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. As of August 31, 2020, the Company has
not granted any stock options and has not recorded any stock-based compensation.



On August 25, 2015, the Company issued
1,600,000,000 common shares at $0.00000625 per share to the sole director and president of the Company for cash proceeds of $10,000.









1







During September 2016, the Company
issued 35,440,000 (pre-split 221,500) shares of commons stock to 30 new shareholders at 221,500 shares of its common stock at $0.000125
(pre-split $0.02) for $4,430 in net proceeds to the Company.



On October 3, 2016 the founding shareholder
returned 1,560,000,000 (pre- split 9,750,000) restricted shares of common stock to treasury and the shares were subsequently cancelled
by the Company. The shares were returned to treasury for $0.000000006 per share for a total consideration of $10. Post-split our founding
shareholder will have 40,000,000 shares of common stock of the Company.



On October 3, 2016, the directors
of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 160 new common
shares for 1 old common share. The issued and outstanding of common shares after the forward split is 75,440,000. All references in these
financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 160:1
forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.



As of August 31, 2020, 75,440,000 shares
are issued and outstanding.





Industry Analysis/Competition Market/Competition
Analysis



Some of the weakest links in computer
security result from the combination of computers utilizing operating systems such as Windows and OSI, together with web browsers such
as Safari TM and Explorer TM, with a multitude of known and ever-emerging security issues. Any messaging system running within
a web browser can only be as secure as the browser itself and can readily lend itself to security breaches due to browser security shortcomings,
rather than security issues with the computer program itself. Therefore, instead of being a web browser-based computer application, the
MBA will function as a low-level application that will not interact with either computer operating systems or web browsers.



By writing low-level code that
will operate independently, below a computer's operating system and outside of any web browser, there is little chance that a breach of
the operating system or browser security will have any impact on the security of the MBA. For added security we intend to block the functionality
of some operating system "hot keys" (such as "print screen" and "screen capture") to assist in the containment
of the received message. We will also recommend other security precautions to our users in an effort to help them identify and remove
malware, key-logging technologies and other types of spyware that could affect a MBA user's message security.



Every message and attachment sent via
the MBA will be encrypted on the user's desktop utilizing AES 256 bit encryption and will then be uploaded to be stored on the messageBgone
server, where it will remain encrypted until downloaded and unencrypted by the recipient MBA user. Additional security features will include
no message logging, no password logging and no Internet Protocol logging or retention. Additionally, when a message is deleted from the
messageBgone server it is truly gone forever. No copies of the message will ever be stored on either the sender's or the recipient's computer.



The MBA will allow a user to compose
and send messages in the format of e-mail, attaching a PDF if desired, and view messages and PDF attachments only in the MBA. There will
be no way to save a message or an attachment - only the ability to view it. Once the message's intended recipient downloads, unencrypts
and views the message and/or attachment, it will be automatically deleted from the messageBgone server forever when the recipient closes
their MBA. If a message is sent to a user and is undelivered for a period of five days (individual users may choose a shorter auto delete
period), it will be also be permanently deleted from the server. The messageBgone server and the MBA will have no directory of users.
Therefore, a message author will need to know the MBA address of the recipient and type it into the application on the creation of every
message. Once a message is opened in the MBA it will remain on the user's screen for five minutes and will then permanently auto-delete.
Additionally, the application will close in 120 seconds if there is no user interaction.



The Company will setup severs
in various countries, depending on the most favorable hosting and security issues. (For example, Germany does not require severs to store
a traffic logs of IP addresses and visitors.) The website that will be designed to allow customers to subscribe to and download the MBA
service and will accept both traditional (Credit Cards, PayPal) and alternative (Bitcoins, hyper wallets) payment methods that will give
customers additional levels of security with the option of total anonymity. If an MBA customer should choose to use an anonymous payment
system such as Bitcoins, this MBA user would be anonymous even to us. Should an MBA user also choose to utilize their own one-time AES
256 bit encryption key for every message, they would enjoy the greatest level of security and anonymity available in the industry, as
it could take hundreds or even thousands of years to decrypt a single message if it were ever to be intercepted.









2







Patent and Trademarks



We do no currently own any domestic or foreign patents relating
to our proposed product.



Employees



As of August 31, 2021, other than its president, Mr. Arraya
Wilaiphan, the Company has no employees.



On October 19, 2016 Mr. Wilaiphan resigned
as corporate secretary of messageBgone, Inc. and appointed Mr. Chokchai Sukara as the new secretary of the Company.



ITEM 1A. RISK FACTORS



As a “smaller reporting company,” as defined
in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.



ITEM 1B. UNRESOLVED STAFF COMMENTS



Not applicable to a “smaller reporting company”
as defined in Item 10(f)(1) of Regulation S-K.



ITEM 2. PROPERTIES



The Company does not own any real estate or other properties
and has not entered into any long term lease or rental agreements for property.



ITEM 3. LEGAL PROCEEDINGS



There are no pending legal proceedings
to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of
more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest
adverse to the Company.



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.









3









PART II



ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market Information



Our common stock was not quoted
on any exchange or trading platform and therefore no data is available for the periods ended August 31, 2020 and August 31, 2019.



ITEM 6. SELECTED FINANCIAL DATA



Not applicable to a “smaller reporting company”
as defined in Rule 12b-2 of the Exchange Act.



ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



This Management’s Discussion
and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative
from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may
affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial
statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition
to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties
and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from
those anticipated in these forward-looking statements as a result of many factors.



Business Overview



We intend to develop, launch, market
and sell (via subscription), what will be (depending on user preferences) the most secure, closed point-to-point e-mail system available
today. At the present time, privacy breeches in communications between friends, family members, corporate employees and even lovers, are
daily events. Malicious attacks on personal and corporate data are difficult to control, particularly given today’s open communications
services and cloud storage offerings. Our proposed closed messaging system will be designed to alleviate the majority of security concerns
inherent in the most popular, open style, text and e-mail communications systems available today.



Our proposed messageBgone Application
(MBA) is not an e-mail system per se (nor is it a replacement for conventional e-mail) and will not accept messages sent through
other e-mail or communications providers. The MBA will also not permit messages to be sent via interface with other e-mail or communications
providers. Only e-mail messages created within the MBA application and sent between MBA users will be allowed. This will create a completely
closed and secure, point-to- point communications system between MBA subscribers, allowing them to send unlimited messages, in the format
of e-mail, together with Portable Document Format (PDF) attachments, if desired. Once subscribed, an MBA user will be able to download
either a Windows- or Mac-based software application that will facilitate the exchange of secure encrypted messages and attachments between
MBA subscribers within the closed system.



Plan of Operations



Over the twelve- eighteen month period
commencing upon the effective date of this prospectus, we intend to develop our corporate website and the messageBgone Application (MBA),
in addition to launching sales and marketing activities.









4







We may attempt to raise additional
money through private placements, public offerings or long-term loans in order to expand and enhance our proposed product offerings, enhance
our presence in the marketplace, enter into different facets of the marketplace, increase our product sales and grow our business. We
will also continue to refine our proposed product and optimize our Interned-based marketing efforts from the market feedback we expect
to receive. We do not, at this point in time, have cost or timing estimates for these endeavors.



At present, Arraya Wilaiphan, an officer
and director, through his investment in our common stock, has invested $10,000 in our company. Mr. Wilaiphan is willing to make additional
financial commitments if required, but the total amount that he is willing to invest has not yet been determined. At the present time,
we have not made any arrangements to raise additional cash other than through this offering; however, we intend to raise additional capital
through private placements once we gain a quotation on the Over-The-Counter Bulletin Board or the OTC Markets, for which there is no assurance.
If we need additional cash but are unable to raise it, we will either suspend development and marketing operations until we do raise the
cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.



If we are unable to complete any
phase of our development or marketing efforts because we do not have enough capital, we will cease our development and or marketing operations
until we raise sufficient funds. Attempting to raise capital after failing in any phase of our development plan could be difficult. As
such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.



An officer and director will be responsible
for the initial phases of our plan of operations. Once we are ready to begin development of our website and the MBA, we plan to hire independent
consultants to do so.





Going Concern



Our auditor has indicated in their reports
on our financial statements for the fiscal years ended August 31, 2021 and August 31, 2020, that conditions exist that raise substantial
doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to
raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations
through the sale of debt or equity securities.





Results of Operations



Fiscal Year Ended August 31, 2020 compared to the Year Ended
August 31, 2019



We did not earn any revenues from August 25, 2015 (inception)
to August 31, 2020.



Expenses for the year ended August
31, 2020 totaled $6,842 consisting primarily of transfer agent expenses resulting in a net loss of $6,842. Expenses for the year ended
August 31, 2020 totaled $nil resulting in a net loss of $0. The increase in office and general expenses from fiscal 2021 to fiscal 2020
was primarily due to the increase in expenses relating to transfer agent expenses.



Capital Resources and Liquidity



Our auditor’s report on our August
31, 2020 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business.
Since our director maybe unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital
over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “August 31, 2020 Audited
Financial Statements – Auditors Report.”



As of August 31, 2020, we had $24
of cash compared to $24 of cash as of August 31, 2019. We anticipate that our current cash and cash equivalents and cash generated from
financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date the Company has incurred
operating losses since inception of $75413.25. As at August 31, 2020, the Company has a working capital deficit of $60,993.









5







The Company requires additional funding
to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability
to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its
initial business plan and ultimately to attain profitable operations. These 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.



We expect to incur marketing and professional
and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds
during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required
to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results.
Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of
equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect
on our business, financial condition and results of operations.



If we cannot raise additional
funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.



Off Balance Sheet Arrangements



There are no off-balance sheet arrangements
currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial
condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.



Recent Accounting Pronouncements



The Company has implemented all new
accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other
new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK



Not applicable to a “smaller reporting company”
as defined in Rule 12b-2 of the Exchange Act.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The full text of the Company's
audited consolidated financial statements for the fiscal years ended August 31, 2021 and August 31, 2020, begins on page F-1 of this Annual
Report on Form 10-K.



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISLCOSURES



There have been no changes in or disagreements with accountants
regarding our accounting, financial disclosures or any other matter.









6









ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



The management of the Company is responsible
for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A.
The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief
Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.



Management assessed the effectiveness
of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting
established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the
assessment based on certain criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal controls over financial reporting
were not effective as of August 31, 2021.



The matters involving internal
controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's
board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
(2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting
and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective
controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's
Chief Financial Officer in connection with the audit of our financial statements as of August 31, 2021 and communicated the matters to
our management.



Management believes that the material
weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes
that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting
in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's
determination to its financial statements for the future years.



We are committed to improving our
financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the
Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company
resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal
controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures
for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.



Management believes that the appointment of
one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit
committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing
sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and
(ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional
personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances
within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over
issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control
and procedure issues the company may encounter in the future.









7







We will continue to monitor and evaluate
the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are
committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.



This annual report does not include
an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s report in this annual report.



There have been no changes in
our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or
15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal year that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



We will continue to monitor and evaluate
the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are
committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.



Changes in Internal Control over Financial
Reporting



There were no changes that have affected,
or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f)
under the Exchange Act) during the fiscal year ended August 31, 2021.



ITEM 9B. OTHER INFORMATION



On October 19, 2016 Mr. Wilaiphan resigned
as corporate secretary of messageBgone, Inc. and appointed Mr. Chokchai Sukara as the new secretary of the Company.













8









PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Our executive officers and director are as follows:



|Name             |  | Age |  | Position                                                                                                                
|---------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------
|Arraya Wilaiphan |  | 32  |  | President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer and Chairman of the Board of Directors
|Chokchai Sukara  |  | 35  |  | Secretary                                                                                                               



Mr. Wilaiphan has held his offices/positions since inception
of our company.



On October 19, 2016 Mr. Wilaiphan resigned
as corporate secretary of messageBgone, Inc. and appointed Mr. Chokchai Sukara as the new secretary of the Company.



Business Experience



Arraya Wilaphan



Mr. Wilaiphan, aged 32, is a national
and citizen of Thailand. He graduated (high school) from the Chachoengsao Vocational College (Chachoengsao, Thailand) in February 2008.



From March to July 2008, Mr. Wilaiphan
was engaged in the assembly of electronic components at the electronic factory operated by Royal Home Electronics Co., Ltd. in Chachoengsao,
Thailand.



From January 2009 to May 2013, Mr. Wilaiphan worked as a cashier
at a gas station operated by PTT Public Company Limited in Chachoengsao, Thailand.



In June 2013, Mr. Wilaiphan was ordained as a Buddhist monk
at the Wat Gawchan temple in Chachoengsao, Thailand, where he remained until January 2014.



From January 2014 to March 2105, Mr.
Wilaiphan was self-employed as a freelance costume designer (travelling throughout Thailand as required), during which time he designed
the elaborate costumes required for the participants in traditional Thai dance and drama performances.



Since April 2015, Mr. Wilaiphan has
owned and operated MM Flowers in Chachoengsao, Thailand, where he and his staff are engaged in traditional Thai floral design for weddings,
funerals, religious ceremonies and home-based events.



Chockchai Sukara



Mr. Chockchai Sukara received his high
School Deiplorma from Na Chaluai School in 2004. After graduation Mr. Sukara worked in the farming and agriculture in his native provice
of Ubon Ratchatani for 6 years. Mr. Sukara moved to Chonburi Province, where he opened a bar/restaurant with several business partners
and continues to manage this establishment.









9







Director Independence



Our board of directors is currently
composed of one member, Arraya Wilaiphan, who does not qualify as an independent director in accordance with the published listing requirements
of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not,
and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged
in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each
director that no relationships exists which, in the opinion of our board of directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had
our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the
directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and
our management.



Involvement in Legal Proceedings



To our knowledge, there have been no material legal proceedings
during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability
or integrity of any of our directors or executive officers.



Potential Conflicts of Interest



We are not aware of any current or potential conflicts
of interest with Mr. Wilaiphan or other business interests and his involvement with messageBgone, Inc.



ITEM 11. EXECUTIVE COMPENSATION



Summary Compensation Table



messageBgone, Inc., has made no provisions for paying cash or
non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and
until our operations generate sufficient cash flows.



The table below summarizes all compensation awarded to, earned
by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception through August
31, 2021.



Summary Compensation of Named Executive
Officers



|Name and Principal Position                                      |  | Fiscal Year |  |  | Salary ($) |  |  |  | Bonus ($) |  |  |  | Stock Awards ($) |  |  |  | Option Awards ($) |  |  |  | All Other Compensation ($) |  |  |  | Total ($) | 
|---------------------------------------------------------------- |  | ----------- |  |  | ---------- |  |  |  | --------- |  |  |  | ---------------- |  |  |  | ----------------- |  |  |  | -------------------------- |  |  |  | --------- | 
|Arraya Wilaiphan – President, Chief Executive Officer, Treasurer |  | 2019        |  |  | –          |  |  |  | –         |  |  |  | –                |  |  |  | –                 |  |  |  | –                          |  |  |  | –         | 
|Arraya Wilaiphan                                                 |  | 2020        |  |  | –          |  |  |  | –         |  |  |  | –                |  |  |  | –                 |  |  |  | –                          |  |  |  | –         | 
|Arraya Wilaiphan                                                 |  | 2021        |  |  | –          |  |  |  | –         |  |  |  | –                |  |  |  | –                 |  |  |  | –                          |  |  |  | –         | 
|Chokchai Sukara                                                  |  | 2021        |  |  | –          |  |  |  | –         |  |  |  | –                |  |  |  | –                 |  |  |  | –                          |  |  |  | –         | 



Outstanding Equity Awards at Fiscal Year End



We did not pay any salaries in 2021 or 2020. None of our
executive officer(s) received any equity awards, including, options, restricted stock, performance awards or other equity incentives during
the fiscal year ended August 31, 2021 and August 31, 2020 for messageBgone.









10







Employment Contracts



At this time, messageBgone has not entered into any employment
agreements with its sole officer and director. If there is sufficient cash flow available from our future operations, the company may
enter into employment agreements with our sole officer and director or future key staff members.



Stock Awards Plan



The company has not adopted a Stock Awards Plan, but may do
so in the future. The terms of any such plan have not been determined.



Director Compensation



The Board of Directors of the Company
has not adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted,
this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the
power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that
any such action may not impair any rights under any option previously granted. messageBgone may develop an incentive based stock option
plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.



The table below summarizes all
compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception
(August 25, 2015) through August 31, 2021.



DIRECTOR COMPENSATION



|                 |  | Fees Earned or Paid in Cash |   |  | Stock Awards |  |   | Option Awards |  |  | Non-Equity Incentive Plan Compensation |  |  | Non-Qualified Deferred Compensation Earnings |   |  | All Other Compensation |  |   | Total | 
|---------------- |  | --------------------------- | - |  | ------------ |  | - | ------------- |  |  | -------------------------------------- |  |  | -------------------------------------------- | - |  | ---------------------- |  | - | ----- | 
|Name             |  | ($)                         |   |  | ($)          |  |   | ($)           |  |  | ($)                                    |  |  | ($)                                          |   |  | ($)                    |  |   | ($)   | 
|Arraya Wilaiphan |  |                             | 0 |  |              |  | 0 |               |  |  | 0                                      |  |  |                                              | 0 |  |                        |  | 0 |       | 



Board Committees



We have not formed an Audit Committee,
Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors
performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors.
We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to
act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert
at this time.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table
sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named
executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner
of 5% or more of the outstanding common stock of the Company as of August 31, 2021.









11







Beneficial ownership is determined
in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person,
directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial
ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage
of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within
60 days of August 31, 2021 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial
ownership.





|Name and Address of Beneficial Owner                                                                                                                                    |  | Amount and Nature of
Beneficial Ownership
Common Stock (1) |           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------- | ----------
|Directors and Officers                                                                                                                                                  |  | No. of Shares                                              |           
|Arraya Wilaiphan                                                                                                                                                        |  |                                                            | 40,000,000
|President, Chief Executive Officer, Secretary, Treasure, Chief Financial Officer and Chairman of the Board of Directors; Tha Hin, Banpho, Chachoengsao, 24130, Thailand |  |                                                            |           
|All officers and directors as a group                                                                                                                                   |  |                                                            | 40,000,000



_____________

(1)       Based on 75,440,000
shares of common stock issued and outstanding as of August 31, 2021.



ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE



Transactions with Related Persons



On August 25, 2015, the Company issued 1,600,000,000 common
shares at $0.00000625 per share to the sole director and president of the Company for cash proceeds of $10,000.



Our president and sole director provides’ office
space at no charge to the Company in Banpho, Chachoengsao, Thailand. Our business office in the United States is located at: 2360 Corporate
Circle, Suite 400, Henderson, Nevada 89074-7739. Our telephone and facsimile number is: (702) 381-5798



Arraya Wilaiphan, the Company’s President, advanced
funds and had outstanding balances to messageBgone, Inc. $56,471 and $56,471 for the years ended August 31, 2021 and 2020 respectively.
The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.



On October 3, 2016 the founding shareholder returned 1,560,000,000
(pre- split 9,750,000) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares
were returned to treasury for $0.000000006 per share for a total consideration of $10. Post-split our founding shareholder will have 40,000,000
shares of common stock of the Company.



On October 3, 2016, the directors of the Company approved a
special resolution to undertake a forward split of the common stock of the company on a basis of 160 new common shares for 1 old common
share. The issued and outstanding of common shares after the forward split is 75,440,000.









12







ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



|Fees paid to Auditors |  |   | Year Ended August 31, 2021 |  |  |   | Year Ended August 31, 2020 | 
|--------------------- |  | - | -------------------------- |  |  | - | -------------------------- | 
|Audit Fees            |  | $ | Nil                        |  |  | $ | Nil                        | 
|Audit-Related Fees    |  | $ | Nil                        |  |  | $ | Nil                        | 
|Tax Fees              |  | $ | Nil                        |  |  | $ | Nil                        | 
|All Other Fees        |  | $ | Nil                        |  |  | $ | Nil                        | 
|Total                 |  | $ | Nil                        |  |  | $ | Nil                        | 



The SEC requires that before our independent registered
public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved
by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided
that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such
policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.



We do not have an Audit Committee. Our Board pre-approves all
services provided by our independent registered public accounting firm. All of the above services and fees paid during 2021 and 2020 were
pre-approved by our Board.















13









PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



Please see the “Exhibit Index,” which is incorporated
herein by reference, following the signature page for a list of our exhibits.

























14









SIGNATURES



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





|                   | messageBgone, Inc.
|------------------ | ------------------
|                   |                   
|Dated: May 8, 2023 | By:               
|                   |                   
|                   |                   







Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.



|Signature                                                                                                                            |  | Date       
|------------------------------------------------------------------------------------------------------------------------------------ |  | -----------
|/s/ Arraya Wilaiphan                                                                                                                 |  | May 8, 2023
|Arraya Wilaiphan President and Director Principal Executive
    Officer Principal Financial Officer
    Principal Accounting Officer |  |            

















15







EXHIBIT INDEX







|3.1  | Articles of Incorporation [1]                                                                                                                  
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                
|3.2  | By-Laws Inc. [1]                                                                                                                               
|     |                                                                                                                                                
|31.1 | Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934                                
|     |                                                                                                                                                
|31.2 | Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 *                              
|     |                                                                                                                                                
|32.1 | Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002
|     |                                                                                                                                                
|32.2 | Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **            



________________

[1]       Incorporated
by reference from the Company’s S-1 filed with the Commission on November 16, 2015.



* Included in Exhibit 31.1



** Included in Exhibit 32.1















16







FINANCIAL STATEMENTS



August 31, 2021





|REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM | F-2
|------------------------------------------------ | ---
|                                                 |    
|BALANCE SHEETS                                   | F-3
|                                                 |    
|STATEMENTS OF OPERATIONS                         | F-4
|                                                 |    
|STATEMENT OF SHAREHOLDER’S (DEFICIT) EQUITY      | F-5
|                                                 |    
|STATEMENTS OF CASH FLOWS                         | F-6
|                                                 |    
|NOTES TO FINANCIAL STATEMENTS                    | F-7















F-1







Report of Independent
Registered Public Accounting Firm



To the shareholders and the board of directors
of MessageBgone, Inc.



Opinion on the Financial Statements



We have audited the accompanying consolidated
balance sheets of MessageBgone, Inc. as of August 31, 2021 and 2020, the related statements of operations, stockholders' equity (deficit),
and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31,
2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States.



Substantial Doubt about the Company’s
Ability to Continue as a Going Concern



The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has
suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.



Basis for Opinion



These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.



Our audit included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.



/S/ BF Borgers CPA PC

BF Borgers CPA PC



We have served as the Company's auditor since 2021

Lakewood, CO

January 10, 2022









F-2







MESSAGEBGONE, INC.

BALANCE SHEETS







|                                                                                                                                                                                                  |  |                 |         |   |                 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | - | --------------- | -
|                                                                                                                                                                                                  |  | August 31, 2021 |         |   | August 31, 2020 |  
|                                                                                                                                                                                                  |  |                 |         |   |                 |  
|ASSETS                                                                                                                                                                                            |  |                 |         |   |                 |  
|                                                                                                                                                                                                  |  |                 |         |   |                 |  
|CURRENT ASSETS                                                                                                                                                                                    |  |                 |         |   |                 |  
|Cash                                                                                                                                                                                              |  | $               | 24      |   |                 | $
|Prepaid expenses                                                                                                                                                                                  |  |                 | –       |   |                 |  
|                                                                                                                                                                                                  |  |                 |         |   |                 |  
|TOTAL ASSETS                                                                                                                                                                                      |  | $               | 24      |   |                 | $
|                                                                                                                                                                                                  |  |                 |         |   |                 |  
|LIABILITIES AND STOCKHOLDER’S DEFICIT                                                                                                                                                             |  |                 |         |   |                 |  
|                                                                                                                                                                                                  |  |                 |         |   |                 |  
|CURRENT LIABILITIES                                                                                                                                                                               |  |                 |         |   |                 |  
|Accounts payable                                                                                                                                                                                  |  | $               | 11,392  |   |                 | $
|Loan from related party                                                                                                                                                                           |  |                 | 56,471  |   |                 |  
|                                                                                                                                                                                                  |  |                 |         |   |                 |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                                         |  |                 | 67,863  |   |                 |  
|                                                                                                                                                                                                  |  |                 |         |   |                 |  
|STOCKHOLDER’S DEFICIT                                                                                                                                                                             |  |                 |         |   |                 |  
|Common Stock Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 75,440,000 shares of common stock as of August 31, 2021 and 1,600,000,000 at August 31, 2020 |  |                 | 75,440  |   |                 |  
|Additional paid in capital                                                                                                                                                                        |  |                 | (61,020 | ) |                 |  
|Accumulated deficit                                                                                                                                                                               |  |                 | (82,259 | ) |                 |  
|                                                                                                                                                                                                  |  |                 |         |   |                 |  
|TOTAL STOCKHOLDER’S DEFICIT                                                                                                                                                                       |  |                 | (67,839 | ) |                 |  
|                                                                                                                                                                                                  |  |                 |         |   |                 |  
|TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT                                                                                                                                                       |  | $               | 24      |   |                 | $



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









F-3







MESSAGEBGONE, INC.



STATEMENTS OF OPERATIONS





|                                                                               |  |                                    |            |   |                                    |  
|------------------------------------------------------------------------------ |  | ---------------------------------- | ---------- | - | ---------------------------------- | -
|                                                                               |  | For the year ended August 31, 2021 |            |   | For the year ended August 31, 2020 |  
|                                                                               |  |                                    |            |   |                                    |  
|REVENUE                                                                        |  | $                                  | –          |   |                                    | $
|                                                                               |  |                                    |            |   |                                    |  
|EXPENSES                                                                       |  |                                    |            |   |                                    |  
|Office and general                                                             |  | $                                  | 6,846      |   |                                    | $
|Professional fees                                                              |  |                                    | –          |   |                                    |  
|                                                                               |  |                                    |            |   |                                    |  
|TOTAL EXPENSES                                                                 |  |                                    | (6,846     | ) |                                    |  
|                                                                               |  |                                    |            |   |                                    |  
|NET LOSS                                                                       |  | $                                  | (6,846     | ) |                                    | $
|                                                                               |  |                                    |            |   |                                    |  
|BASIC AND DILUTED NET LOSS PER COMMON SHARE                                    |  | $                                  | –          |   |                                    | $
|                                                                               |  |                                    |            |   |                                    |  
|WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING – BASIC AND DILUTED |  |                                    | 75,440,000 |   |                                    |  



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









F-4









MESSAGEBGONE, INC.

STATEMENT OF STOCKHOLDER’S
EQUITY

FOR THE PERIOD FROM AUGUST 31, 2018 TO AUGUST 31, 2021









|                                            |  |              |            |  |            |   |        |         |  |   |              |   |  |             |   |  |       |  
|------------------------------------------- |  | ------------ | ---------- |  | ---------- | - | ------ | ------- |  | - | ------------ | - |  | ----------- | - |  | ----- | -
|                                            |  | Common Stock |            |  | Additional |   |        | Share   |  |   |              |   |  |             |  
|                                            |  | Number of    |            |  |            |   |        | Paid-in |  |   | Subscription |   |  | Accumulated |   |  |       |  
|                                            |  | Shares       |            |  | Amount     |   |        | Capital |  |   | Receivable   |   |  | Deficit     |   |  | Total |  
|Balance, August 31, 2019                    |  |              | 75,440,000 |  |            | $ | 75,440 |         |  | $ | (61,020      | ) |  | $           | – |  |       | $
|                                            |  |              |            |  |            |   |        |         |  |   |              |   |  |             |   |  |       |  
|Net loss for the year ended August 31, 2020 |  |              | –          |  |            |   | –      |         |  |   | –            |   |  |             | – |  |       |  
|                                            |  |              |            |  |            |   |        |         |  |   |              |   |  |             |   |  |       |  
|Balance, August 31, 2020                    |  |              | 75,440,000 |  |            | $ | 75,440 |         |  | $ | (61,020      | ) |  | $           | – |  |       | $
|                                            |  |              |            |  |            |   |        |         |  |   |              |   |  |             |   |  |       |  
|Net loss for the year ended August 31, 2021 |  |              | –          |  |            |   | –      |         |  |   | –            |   |  |             | – |  |       |  
|                                            |  |              |            |  |            |   |        |         |  |   |              |   |  |             |   |  |       |  
|Balance, August 31, 2021                    |  |              | 75,440,000 |  |            | $ | 75,440 |         |  | $ | (61,020      | ) |  | $           | – |  |       | $





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









F-5







MESSAGEBGONE, INC.

STATEMENTS OF CASH FLOWS





|                                                                                   |  |                                    |        |   |                                    |  
|---------------------------------------------------------------------------------- |  | ---------------------------------- | ------ | - | ---------------------------------- | -
|                                                                                   |  | For the year ended August 31, 2021 |        |   | For the year ended August 31, 2020 |  
|OPERATING ACTIVITIES                                                               |  |                                    |        |   |                                    |  
|Net loss for the period                                                            |  | $                                  | (6,826 | ) |                                    | $
|Adjustments to reconcile net loss to net cash used in operating activities         |  |                                    |        |   |                                    |  
|Changes in operating assets and liabilities                                        |  |                                    |        |   |                                    |  
|Prepaid expense                                                                    |  |                                    | –      |   |                                    |  
|Accounts payable                                                                   |  |                                    | 6,826  |   |                                    |  
|NET CASH (USED IN) OPERATING ACTIVITIES                                            |  |                                    | –      |   |                                    |  
|                                                                                   |  |                                    |        |   |                                    |  
|FINANCING ACTIVITIES                                                               |  |                                    |        |   |                                    |  
|Proceeds on sale of common stock                                                   |  |                                    | –      |   |                                    |  
|Proceed from related party loan                                                    |  |                                    | –      |   |                                    |  
|Payment for the common stock purchase back                                         |  |                                    | –      |   |                                    |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                          |  |                                    | –      |   |                                    |  
|                                                                                   |  |                                    |        |   |                                    |  
|NET INCREASE IN CASH                                                               |  |                                    | –      |   |                                    |  
|                                                                                   |  |                                    |        |   |                                    |  
|CASH, BEGINNING OF YEAR                                                            |  |                                    | 24     |   |                                    |  
|                                                                                   |  |                                    |        |   |                                    |  
|CASH, END OF YEAR                                                                  |  | $                                  | 24     |   |                                    | $
|                                                                                   |  |                                    |        |   |                                    |  
|SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES: |  |                                    |        |   |                                    |  
|                                                                                   |  |                                    |        |   |                                    |  
|Cash paid during the period for:                                                   |  |                                    |        |   |                                    |  
|Interest                                                                           |  | $                                  | –      |   |                                    |  
|Income taxes                                                                       |  | $                                  | –      |   |                                    |  





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









F-6









MESSAGEBGONE, INC.

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2020








NOTE 1 – NATURE OF OPERATIONS AND BASIS
OF PRESENTATION



MessageBgone, Inc. was incorporated in the State of Nevada
as a for-profit Company on August 25, 2015 and established a fiscal year end of August 31. The Company intends to develop market and sell
the most secure, closed point-to-point messaging system available today.



Going Concern



To date the Company has
generated no revenues from its business operations and has incurred operating losses since inception of $82,259. As at August 31, 2021,
the Company has working capital deficit of $67,8399. The Company will require additional funding to meet its ongoing obligations and
to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund
its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the
Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements
and advances from related parties as may be required.



NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of presentation



The financial statements present the
balance sheet, statements of operations, stockholders’ equity and cash flows of the Company. These financial statements are presented
in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.



Comprehensive Loss



“Reporting Comprehensive
Income” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.
As of August 31, 2021, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive
loss in the financial statements.



Use of Estimates and
Assumptions



Preparation of the financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain
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 revenues and expenses during the period. Accordingly, actual results could differ from those estimates.



Cash and Cash Equivalents



Cash and cash equivalents include cash
on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days
or less. The Company did not have cash equivalents as of August 31, 2021.









F-7







MESSAGEBGONE, INC.

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2020








NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Financial Instruments



All significant financial assets, financial
liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information
relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair value of
financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair
value has been disclosed.



Loss per Common Share



The basic earnings (loss) per share
are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares
during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) 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. Diluted earnings (loss) per share
are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.



Income Taxes



The Company follows the liability method
of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates
expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment
or substantive enactment.





Stock-based Compensation



We recognize compensation cost for
stock-based awards to employees in accordance with ASC Topic 718, over the requisite service period for each separately vesting tranche,
as if multiply awards were granted. Compensation cost is based on grant-date fair value using quoted market prices for our common stock.
We recognize compensation cost for stock-based awards to nonemployees in accordance with ASC Topic 505.



Recent Accounting Pronouncements



In August 2016, the Financial Accounting
Standards Board (“the FASB”) issued new guidance amending certain cash flow issues which apply to all entities required to
present a statement of cash flows. The amendments are effective for public companies for fiscal years beginning after December 15, 2017,
including interim periods. Early adoption is permitted. The Company is currently evaluating the impact it may have on its consolidated
financial statements together with evaluating the adoption date.









F-8







MESSAGEBGONE, INC.

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2020








NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





In November 2015, the FASB issued new
accounting guidance that requires deferred tax assets and liabilities to be classified as noncurrent in the balance sheet. The standard
is effective for fiscal years beginning after December 15, 2016, including interim periods. Early application is permitted. The Company
has early- adopted this standard effective August 31, 2016 and applied it prospectively.



The Company has implemented all new
accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other
new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.



NOTE 3 – CAPITAL STOCK



The Company’s capitalization
is 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. As of August 31,
2021, the Company has not granted any stock options and has not recorded any stock-based compensation.



As of August 31, 2021, the Company
has issued and outstanding 75,440,000 common shares.



NOTE 4 – RELATED PARTY TRANSACTIONS



During this period, the Company received
$34,013 from its officer and director, for operating expenses payment.



On October 3, 2016 the founding shareholder
returned 1,560,000,000 (pre-split 9,750,000) restricted shares of common stock to treasury and the shares were subsequently cancelled
by the Company. The shares were returned to treasury for $0.000000006 per share for a total consideration of $10. Post-split our founding
shareholder will have 40,000,000 shares of common stock of the Company.



As of August 31, 2021,
the balance of loan from related party is $56,471. The amounts due to the related party are unsecured and non- interest-bearing with
no set terms of repayment.



NOTE 5 – INCOME
TAXES



A reconciliation of the provision
for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:







|                             |  |                 |        |   |                 |  
|---------------------------- |  | --------------- | ------ | - | --------------- | -
|                             |  | August 31,
2021 |        |   | August 31,
2020 |  
|Net loss before income taxes |  | $               | (6,846 | ) |                 |  
|Income tax rate              |  |                 | 35%    |   |                 |  
|Income tax recovery          |  |                 | (2,395 | ) |                 |  
|Non-deductible               |  |                 | –      |   |                 |  
|Valuation allowance change   |  |                 | 2,395  |   |                 |  
|Provision for income taxes   |  | $               | –      |   |                 | $









F-9









MESSAGEBGONE, INC.

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2020














NOTE
5 – INCOME TAXES (continued)



The amount taken into income as
deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized
from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards.
The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more
likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change
and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the
valuation allowance is generally reflected in current income.



As of August 31, 2021 and August 31,
2020, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated
with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the
year ended August 31, 2021 and August 31, 2020 no interest or penalties have been accrued as of August 31, 2021 and August 31, 2020. As
of August 31, 2021 and August 31, 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions.



The tax year from 2021
and 2020 forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The
Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.



NOTE 6 – SUBSEQUENT
EVENT



NONE.













F-10