MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following management's discussion and analysis ("MD&A") should be read in conjunction with Global Boatworks Holdings, Inc., ("GBBT") financial statements for the nine months ended September 30, 2020 and 2019, and the notes thereto. Additional information relating to the Company is available through its website:

www.r3score.com

The Company has developed a financial analysis tool that uses artificial intelligence, machine learning, and human empathy together to provide an accurate assessment of a person's credit worthiness and reputation without the bias that is inherent in traditional "scores" used by lenders and employers. The product produces a unique score ranging from 300 to 850, accompanied by a nuanced customer segmentation report that, together, provides actionable information to better align products and services to customers. The products offer more context than traditional criminal background screening tools and/or traditional credit scores. The Company's products provide decision-makers with more actionable data than what is available on the open market. The products proprietary risk models leverage machine learning and existing cross-sector research in a unique manner for a more robust, holistic view of prospective employees and/or consumers. Activity to date has been focused mostly on the development of the algorithms and unique risk models for the product. The Company is transitioning to marketing our report to corporations and individuals.

Safe Harbor for Forward-Looking Statements

Certain statements in this report, including the potential future impact of COVID-19 on our results of operations or liquidity, the potential impact of actions we have taken to mitigate the impact of COVID-19, the expected benefit of the CARES Act on our liquidity and the period of time during which our cash and short-term investment will fund our operations are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We use words such as "anticipate," "believe," "could," "should," "estimate," "expect," "intend," "may," "predict," "project," "target," and similar terms and phrases, including references to assumptions, to identify forward-looking statements. These forward-looking statements are based on information available to us as of the date any such statements are made, and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the risk factors described in our annual report on Form 10-K for the year ended December 31, 2019, as updated in this Form 10-Q and other reports filed subsequently with the SEC. GBBT disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company's expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Three (3) Months Ended September 30, 2020 and 2019

We had revenues of $2,640 and $0 for the three (3) months ended September 30, 2020 and 2019, respectively.

General and administrative expenses were $33,005 compared to $52,130 for the three (3) months ended September 30, 2020 and 2019, respectively. General and administrative expenses are principally composed of insurance, maintenance, office expenses and travel.

Our salaries expense was $265,983 compared to $114,555 the three (3) months ended September 30, 2020 and 2019, respectively. $150,893 of the increase is attributable to stock-based compensation.

Our professional fees were $3,434,899 compared to $38,655 for the three (3) months ended September 30, 2020 and 2019, respectively. $3,040,000 of the increase is attributable to stock-based compensation and the balance the process of becoming a public company as well as the continued push to develop contracts with large corporations.

Our interest expense was $50,668 compared to $5,016 for the three (3) months ended September 30, 2020 and 2019, respectively.

Our change in fair value of derivative was $38,361 and $0 for the three months ended September 30, 2020 and 2019, respectively.

We recorded a net loss of ($3,792,399) compared to ($210,909) for the three (3) months ended September 30, 2020 and 2019, respectively.





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Nine (9) Months Ended September 30, 2020 and 2019

We had revenues of $5,075 and $0 for the nine (9) months ended September 30, 2020 and 2019, respectively.

General and administrative expenses were $95,404 compared to $79,198 for the nine (9) months ended September 30, 2020 and 2019, respectively. General and administrative expenses are principally composed of insurance, maintenance, office expenses and travel.

Our salaries expense was $478,723 compared to $172,113 the nine (9) months ended September 30, 2020 and 2019, respectively. $150,893 of the increase is attributable to stock-based compensation and $120,000 carried over from our acquisition.

Our professional fees were $3,464,041 compared to $169,025 for the nine (9) months ended September 30, 2020 and 2019, respectively. $3,040,000 of the increase is attributable to stock-based compensation and the balance the process of becoming a public company as well as the continued push to develop contracts with large corporations.

Our interest expense was $38,568 compared to $9,030 for the nine (9) months ended September 30, 2020 and 2019.

Our change in fair value of derivative was $38,568 and $0 for the nine (9) months ended September 30, 2020 and 2019, respectively.

We recorded a net loss of ($4,057,015) compared to ($429,919) for the nine (9) months ended September 30, 2020 and 2019, respectively.

Liquidity and Capital Resources

Cash Flow Activities

Our cash decreased $65,919 for the nine months ended September 30, 2020. Operating activities used $584,751 in cash during the nine months ended September 30, 2020. Our operating activities consisted primarily of developing contact and contracts with large corporations to utilize our reports in their hiring decisions as well as credit granting decisions.

Our cash increased $109,042 for the nine months ended September 30, 2019. Our operating activities used $151,984 of cash during the nine months ended September 30, 2019. During 2019 we were still developing our algorithms and software to enable report production.

Investing Activities

During the nine months ended September 30, 2020 and 2019, we invested $94,957 and $33,974, respectively in fixed and intangible assets.

Financing Activities

In June 2020, the Company received an SBA Paycheck Protection Program (PPP) loan in the amount of $36,789. We expect to have this loan forgiven under the PPP guidelines.

During the nine (9) months ended September 30, 2020, we funded our working capital requirements principally through the use of proceeds of $613,789 from additional debt proceeds.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions





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that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Our financial instruments consist of cash and cash equivalents, prepaid expenses, payables and accrued expenses. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. We consider the carrying values of our financial instruments in the consolidated financial statements to approximate fair value, due to their short-term nature.




Revenue Recognition


Revenue is recognized when earned. Revenue is recognized on a gross basis in accordance with ASC 606.




Property and Equipment


Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided for using straight-line methods over the estimated useful lives of the respective assets.

Valuation of Long-Lived Assets

We periodically evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.




Derivatives


The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and that fair value is reclassified to equity. The shares issued upon conversion of the note are recorded at their fair value with gain or loss recognition as applicable.

Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).

Recent Accounting Pronouncements

(See "Recently Issued Accounting Pronouncements" in Note 3m) of Notes to the unaudited Consolidated Financial Statements.)

Plan of Operations

As of September 30, 2020, we had cash on hand of $30,487. We are preparing a private placement memorandum to allow us to raise up to $5,000,000. These funds will be primarily earmarked to the hiring of essential staff for both operations and marketing as well as other marketing expenses. We have successfully transitioned from developing our proprietary software and algorithms to marketing our reports to large corporations for use in their human resource departments for hiring decisions and to large credit granting entities for use in their credit evaluation processes.

COVID-19 pandemic

The Company's management is unable to predict the full impact of COVID-19 on the Company.





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The corona virus pandemic and subsequent State of Maryland ordered shut down did not have a significant effect upon the Company's operations. The Company's access to capital was moderately curtailed, during the pandemic. The Company, as yet, does not know what the ultimate consequences of the pandemic will be upon its business model. Because of COVID-19 and the uncertainty surrounding economic conditions moving forward the Company cannot predict the full impact, although it has had only a moderate impact to date. The Company's staff and outside professionals were already working remotely prior to the onset of the pandemic.

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