Freedom Internet Group Inc. (Form: 10-Q, Received: 06/14/2021 17:16:54)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: April 30, 2021

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

Commission File Number: 000-56149

Freedom Internet Group Inc.

(Exact name of registrant as specified in its charter)

Puerto Rico	66-0910894
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

151 Calle San Francisco, Suite 200

San Juan, Puerto Rico

00901

(Address of principal executive offices)

(Zip Code)

855-422-4200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☑		Smaller reporting company ☑
		Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 11,132,208 shares of common stock outstanding and subscribed as of June 14, 2021.

Freedom Internet Group Inc.

Table of Contents

PART I – FINANCIAL INFORMATION

FREEDOM INTERNET GROUP INC.

CONDENSED BALANCE SHEETS

As of April 30, 2021 (unaudited) and October 31, 2020

	April 30, 2021 (Unaudited)	October 31, 2020

ASSETS
Cash and cash equivalents	$761,613	$1,035,120
Prepaid expenses	7,667	16,667
Cryptocurrencies	45,000	-
Total Current Assets	814,280	1,051,787

Royalty interests, net of accumulated amortization of $70,355 and $44,500, respectively	785,320	686,175

Total assets	$1,599,600	$1,737,962

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable and accrued liabilities	$44,416	$26,474
Total current liabilities	44,416	26,474

Non-current Liabilities
Notes payable	11,300	11,300

Total Liabilities	55,716	37,774

COMMITMENTS AND CONTINGENCIES

Stockholders’ Equity
Preferred Stock; $0.01 par value; 5,000,000 shares authorized; none issued and outstanding	-	-
Common stock; $0.01 par value; 200,000,000 shares authorized, 9,230,400 shares issued and outstanding	92,304	92,304
Common stock subscribed	19,017	19,017
Additional paid in capital	2,240,447	2,240,447
Accumulated deficit	(807,884)	(651,580)
Total Stockholders’ Equity	1,543,884	1,700,188
Total Liabilities and Stockholders’ Equity	$1,599,600	$1,737,962

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

F-1

FREEDOM INTERNET GROUP, INC.

CONDENSED STATEMENTS OF OPERATIONS

For the three and six months ended April 30, 2021 and 2020

(unaudited)

		For the Three Months Ended				For the Six Months Ended
		April 30,				April 30,


		2021		2020		2021		2020

Revenues
Royalties (net)	$	17,885	$	21,533	$	42,369	$	21,533

Operating Expenses
Advertising		882		666		6,968		14,796
Professional and consulting		62,626		61,313		91,254		151,344
Salaries and payroll taxes		40,904		30,537		60,841		47,978
Rent expense		75		225		150		450
Amortization of royalty interests		13,689		13,417		25,855		27,208
Other expenses		7,942		14,398		14,221		9,356
Total Operating Expenses		126,118		120,556		199,289		251,132

Loss from operations		(108,233)		(99,023)		(156,920)		(229,599)

Other Income

Interest income		180		2,407		358		6,307
Other		46		206		258		595
Total other income		226		2,613		616		6,902
Net Loss	$	(108,007)	$	(96,410)	$	(156,304)	$	(222,697)

Net loss per common share - basic and diluted	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.02)

Weighted average shares outstanding - basic		9,230,400		9,230,400		9,230,400		9,230,400
Weighted average shares outstanding - diluted		9,230,400		9,230,400		9,230,400		9,230,400

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

F-2

FREEDOM INTERNET GROUP INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY(DEFICIT)

For the three and six months ended April 30, 2020 and for the three and six months ended April 30, 2021

(unaudited)

	Preferred Stock		Common Stock
	Shares	Amount	Shares	Amount	Common Stock Subscribed	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders’ Equity (Deficit)

Balance November 1, 2019	-	$-	9,230,400	$92,304	$-	$(61,536)	$(167,700)	$(136,932)

Net Loss	-	-	-	-	-	-	(126,290)	(126,290)

Balance January 31, 2020 (unaudited)	-	-	9,230,400	92,304	-	(61,536)	(293,990)	(263,222)

Net Loss							(96,410)	(96,410)

Balance, April 30, 2020 (unaudited)	-	$-	9,230,400	$92,304		$ (61,536)	$(390,400)	$(359,632)

Balance November 1, 2020	-	$-	9,230,400	92,304	19,017	2,240,447	(651,580)	1,700,188

Net Loss	-	-	-	-	-	-	(48,297)	(48,297)

January 31, 2021 (unaudited)	-	-	9,230,400	92,304	19,017	2,240,447	(699,877)	1,651,891

Net Loss							(108,007)	(108,007)

Balance, April 30, 2021 (unaudited)	-	$-	9,230,400	$92,304	$19,017	$2,240,447	$(807,884)	$1,543,884

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

F-3

FREEDOM INTERNET GROUP, INC.

CONDENSED STATEMENTS OF CASH FLOWS

For the six months ended April 30, 2021 and 2020

(unaudited)

	For the six months ended April 30, 2021	For the six months ended April 30, 2020

Cash flows from operating activities:
Net loss	($156,304)	$(222,697)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of royalty interests	25,855	27,208
Prepaid expenses	9,000	5,000
Accounts payable and accrued liabilities	17,942	9,409
Net cash used in operating activities	(103,507)	(181,080)

Cash flows from investing activities
Purchase of royalty interest	(125,000)	(430,000)
Purchase of cryptocurrencies	(45,000)	-
Net cash used in investing activities	(170,000)	(430,000)

Net change in cash and cash equivalents	(273,507)	(611,080)
Cash and cash equivalents, at beginning of period	1,035,120	1,179,497
Cash and cash equivalents, at end of period	$761,613	$568,417

Supplemental cash flow information:
Interest paid	$-	$48
Income taxes paid	$-	$-

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

F-4

FREEDOM INTERNET GROUP INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

On November 15, 2018, (commencement of operations) Freedom Internet Group Inc. (the “Company”) was organized in Puerto Rico to provide Internet-focused entrepreneurs with business consulting services, centralized management services and revenue-based financing. The Company is engaged in the business of acquiring, holding and managing royalty interests derived from Internet based businesses, referred to as operators. Royalty interests are passive (non-operating) agreements that provide the Company with contractual rights to revenue produced from operators.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information under Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six-months ended April 30, 2021, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the period ended October 31, 2020.

The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America, and, as such, include amounts based on judgments, estimates, and assumptions made by management that affect the reported amounts of assets and liabilities and 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Royalty Interests

Royalty interests are passive (non-operating) agreements that provide us with contractual rights to a percentage of revenue produced from companies we provide funds to. The Company amortizes the cost of royalty interests over the estimated life of the cash flows produced by the agreement, which is initially estimated at 15 years. Royalty interests are considered a long-lived asset that is required to be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company evaluates its royalty agreements at subsequent reporting periods to determine if a change in the underlying agreement or cash flows warrants a change in the estimate. Impairment exists for the royalty interests if the carrying amount exceeds the estimate of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is required to be recognized if the carrying amount of the asset, or asset group, exceeds its fair value.

F-5

Revenue Recognition

The Company recognizes revenue under royalty interest agreements when earned and collection is reasonably assured.

The Company recognizes revenue from royalty interest agreements under ASC 606-10-55-65 which apply to sales-based or usage-based royalties. Guidance under this section stipulates that revenue recognition should be based when the later of the following events occur: (1) the subsequent sales occur or (2) the performance obligation to which some or all for the sales-based royalty has been allocated has been satisfied or partially satisfied. The Company deems collection efforts to be the key performance obligation being satisfied, and therefore has adopted the approach of recognizing revenue based on customer collections. The operators that are parties to the royalty agreements, are typically structured to report and pay percentages of revenue earned over quarterly or monthly periods, some of which do not line up with the quarterly reporting period of the Company.

Income Taxes

Income taxes are accounted for under the asset-and-liability 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 bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary 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 enactment date. A valuation allowance is established for deferred tax assets that, based on management’s evaluation, are not expected to be realized. As of the balance sheet date, the Company maintains a full valuation allowance against their deferred tax asset.

Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of April 30, 2021.

Cryptocurrencies

The Company made an investment in cryptocurrencies, including bitcoin, during the three months ended April 30, 2021 of $45,000. Such amounts are included in current assets in the accompanying balance sheets.

Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

NOTE 3 - ROYALTY INTERESTS

The Company recorded total amortization expense related to royalty agreements of $25,855 and $27,208, for the six month periods ended April 30, 2021 and 2020, respectively.

Additional royalty interests acquired during the quarter ended April 30, 2021 were the following:

F-6

Artist Holdings, LLC

On February 16, 2021, the Company acquired a royalty interest from Artist Holdings, LLC, a limited liability company formed in the State of Arizona. Artist Holdings provides their clients tools and tutorials on creating their art and platforms to buy art pieces from artists. We purchased a royalty interest from Artist Holdings for $50,000, which provides us with a perpetual 12.5% of all future net sales generated by Artist Holdings through its websites, training programs, and art brokerage. We have received a personal guarantee for royalty payments due by the principal shareholder of Artist Holdings.

RhymeMakers, LLC

On February 19, 2021, the Company acquired a royalty interest from RhymeMakers, LLC, a limited liability company formed in the State of Wyoming. RhymeMakers provides their clients tools and tutorials on how to rap. We purchased a royalty interest from RhymeMakers for $75,000, which provides us with a perpetual 15% of all net sales generated by RhymeMakers through the website www.rhymemakers.com, thinkific, YouTube and all other sources. Royalties payments are due quarterly. We have received a personal guarantee for royalty payments due by the principal shareholder of RhymeMakers.

NOTE 4 - NOTE PAYABLE

On July 1, 2020 and September 21, 2020, the Company closed on two loans for $7,400 and $3,900 (the “PPP loans”) from a commercial bank, pursuant to the Paycheck Protection Program (“PPP”) administered by the Small Business Administration (the “SBA”) pursuant to the CARES Act. The PPP loans mature on June 30, 2025 and August 31, 2025, and bear an interest rate of 1% per annum. Payments of principal and interest of any unforgiven balance commence on December 1, 2020. Under the Paycheck Protection Program Flexibility Act of 2020 (the “PPP Flexibility Act”), (i) the first payment date for the PPP loans will be the earlier of (a) 10 months after the end of the “covered period” (as determined under the PPP) or (b) the date the bank receives a remittance of the forgiven amount from the SBA, and (ii) the PPP loans’ maturity is extended to five years (from 2 years).

All or a portion of the PPP loans may be forgiven by the lender upon application by the Company beginning 60 days after the loan approval and upon documentation of expenditures in accordance with the requirements set forth by the SBA pursuant to the CARES Act. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during either, at the Company’s election, the eight-week period or twenty-four-week period beginning on the date of disbursement of proceeds from the PPP loans. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000 prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced, under certain circumstances, if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced. In the event the PPP loans, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal.

The balance of the loans at April 30, 2021 is $11,300. As of April 30, 2021, the Company has submitted the application for forgiveness and as of June 8, 2021 has received notification of forgiveness for the full amount of the note outstanding.

F-7

NOTE 5 - STOCK PURCHASE WARRANTS

In July through September 2020, the Company issued warrants in connection with the sales of stock subscriptions. At April 30, 2021, warrants outstanding are as follows:

	Warrant Shares	Weighted Average Exercise Price

Balance at October 31, 2020	254,511	$2.67
Granted	-	-
Forfeit or cancelled	-	-
Exercised	-	-
Balance at April 30, 2021	254,511	$2.67

The fair value of the warrants on the date of issue was $19,857 and was determined using the Black-Scholes option pricing model with the following assumptions:

Expected Life		1.27 - 1.42 years
Volatility		28% *
Dividend Yield		0% **
Risk Free Interest Rate		0.11% - 0.14% ***

*The volatility rate is based on the average volatility rate of comparable publicly traded companies

**The Company has no history or expectation of paying cash dividends on its common stock

***The risk-free interest rate is based on the U.S Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant.

NOTE 6 - STOCK DIVIDEND

On November 2, 2020, our Board of Directors effectuated a three-for-one stock split of our common stock in the form of a stock dividend (the “Stock Split”), so that each stockholder of record as of the close of business on November 2, 2020 received two (2) additional shares of common stock for each share of common stock held by such stockholder. This resulted in 6,153,600 additional shares of common stock being issued to the current shareholders and 1,267,872 shares set aside for the common stock subscribed for the private placement and the SAFE instrument conversions. After the stock dividend and reclassification of common stock subscribed to common stock, the company will have 11,132,208 shares outstanding. No effect on the par value of the shares occurred and remains at $0.01. All current and prior period amounts related to shares outstanding, price per share and earnings per share in the Company’s financial statements and accompanying notes have been restated to give retroactive presentation related to the stock split.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (“COVID-19”) as a pandemic, which continues to spread throughout the U.S. COVID-19 is having an unprecedented impact on the U.S economy as federal, state, and local governments react to this public health crisis.

The impacts of the current COVID-19 pandemic are broad reaching and the impacts on the Company’s licensing royalty interests is to date unknown. Due to the COVID-19 outbreak, there is significant uncertainty surrounding the potential impact on the Company’s future results of operations and cash flows and its ability to raise capital. Continued impacts of the pandemic could materially adversely affect the Company’s near-term and long-term revenues, earnings, liquidity, and cash flows as the Company’s customers and /or licensees may request temporary relief, delay or not make scheduled payments on their royalty commitments.

F-8

NOTE 8 - SUBSEQUENT EVENTS

In May 2021, the Company made an additional investment of $100,000 in cryptocurrencies. As of June 8, 2021, the Company received notification of PPP loan forgiveness for the $11,300 outstanding.

F-9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Information

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

Examples of forward-looking statements include:

·the timing of the development of future products;

·projections of costs, revenue, earnings, capital structure and other financial items;

·statements of our plans and objectives;

·statements regarding the capabilities of our business operations;

·statements of expected future economic performance;

·statements regarding competition in our market; and

·assumptions underlying statements regarding us or our business.

The ultimate correctness of these forward-looking statements depends upon several known and unknown risks and events. We discuss our known material risks under “Risk Factors” in our most recently filed Annual Report on Form 10-K/A filed on February 23, 2021; , and under Part II, Item 1A. “Risk Factors” contained in this report on Form 10-Q.However, readers should carefully review the risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission, particularly any future Annual Reports on Form 10- K, any Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

We caution you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by our forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Overview and Principle Services

We are engaged in the business of acquiring, holding and managing royalty interests derived from Internet based businesses. Royalty interests are passive (non-operating) agreements that provide us with contractual rights to revenue produced from our operators. The revenue generated by our operators is typically from physical or digital product sales, subscriptions and advertising.

Our purchase of royalty interests enables entrepreneurs to raise non-dilutive capital and retain control of their businesses. When we enter into royalty interest agreements, our primary objectives are to generate revenue streams from our operators and increase our corporate cash flow. In some cases, we may also generate a premium on our original purchase price if a royalty interest is redeemed by an operator or third-party such as a buyer of an operator. We plan to acquire royalty interests that can generate a 15% to 30% internal rate of return, although there can be no guarantee that we will achieve this target.

Royalty interests are purchased for a fixed amount of capital in exchange for pre-determined royalty payments. Depending on the unique agreement, (i) royalty payments can be made monthly, quarterly or annually, (ii) royalty payments can be made in perpetuity or for a limited amount of time, (iii) royalty payment calculations can change during the term of the royalty interest agreement based on certain performance metrics or time and (iv) royalty payments can be calculated off gross revenue of our operators, or off net-revenue, which accounts for certain defined adjustments to gross revenue, or off unit sales.

We primarily intend to negotiate royalty interests directly from operators, but we may also acquire existing royalty interests from third parties. A key element of our business model is the building of a diversified portfolio of high-quality royalty interests from Internet based businesses.

We currently, and generally at any time, have royalty interest acquisition opportunities in various stages of active review. At this time, we cannot provide assurance that any of the possible transactions under review by us will be concluded successfully.

Unless the context otherwise requires, all references to “our Company,” “we,” “our” or “us” and other similar terms means Freedom Internet Group Inc.

Strategy

We look for businesses operated by managers, referred to as operators, and acquire a passive interest so that we can participate in the revenue generated by paying up front for the royalty interest.

We use a series of quantitative, qualitative, financial, and legal criteria by which we evaluate the potential acquisition of royalty interests. We plan to acquire assets with an income focus, and our target is to acquire assets generating uncorrelated income of 15% to 30% internal rate of return, although there can be no guarantee that we will achieve this target. Among the factors considered are: (1) the business track record of revenue and earnings; (2) the type of business that generates royalties; (3) the experience and skill of the active management team of the business; (4) our assessment of the longevity and staying power of the underlying business; and (5) the potential for revenue growth and capital appreciation.

We have established our business model based on the premise that acquiring non-operating, passive royalty interests in businesses that can produce above average returns. The key elements of our business model and growth strategy are as follows:

1.Focus on non-operating royalty interests in high-quality Internet based businesses.

2.Negotiate new royalty interest agreements with operators.

3.Acquire pre-existing royalty interests from third parties.

4.Partner with experienced managers that have a proven track record.

5.Provide flexible royalty interest acquisition terms that work for operators and us.

Results of Operations for the three months ended April 30, 2021 and 2020

	Three months ended April 30, 2021	Three months ended April 30, 2020	Variance

Revenues	$17,885	$21,533	($3,648)
Operating Expenses:
Advertising and Marketing	882	666	216
Professional and consulting fees	62,626	61,313	1,313
Salaries and payroll taxes	40,904	30,537	10,367
Rent expense	75	225	(150)
Amortization of Royalty Interests	13,689	13,417	272
Other expenses	7,942	14,398	(6,456)
Total Operating expenses	126,118	120,556	5,562
Other income	226	2,613	(2,387)
Net loss	$(108,007)	$(96,410)	$(11,597)

Revenues: We generated $17,885 and $21,533 of revenues for the three months ended April 30, 2021 and 2020, respectively. Our revenues came from collection from royalty interests of 2 operators. We currently have royalty interests associated with 5 active operators.

Operating Expenses: Overall operating expenses increased to $126,118 for the three months ended April 30, 2021 as compared to $120,556 for the three months ended April 30, 2020, generally because of increasing our professional and consulting fees by $1,313; offset by increasing salaries for our founders of $10,367. Our net loss increased from $96,410 to $108,007 primarily due to the salaries and payroll taxes paid to our founders.

Results of Operations for the six months ended April 30, 2021 and 2020

	Six months ended April 30, 2021	Six months ended April 30, 2020	Variance

Revenues	$42,369	$21,533	$20,836
Operating Expenses:
Advertising and Marketing	6,968	14,796	(7,828)
Professional and consulting fees	91,254	151,344	(60,090)
Salaries and payroll taxes	60,841	47,978	12,863
Rent expense	150	450	(300)
Amortization of Royalty Interests	25,855	27,208	(1,353)
Other expenses	14,221	9,356	4,865
Total Operating expenses	199,289	251,132	(51,843)
Other income	616	6,902	(6,286)
Net loss	$(156,304)	$(222,697)	66,393

Revenues: We generated $42,369 and $21,533 of revenues for the six months ended April 30, 2021 and 2020, respectively. Our revenues came from collection from royalty interests of 2 operators. We currently have royalty interests associated with 5 active operators.

Operating Expenses: Overall operating expenses decreased to $199,289 for the six months ended April 30, 2021 as compared to $251,132 for the six months ended April 30, 2020, generally because of decreasing our professional and consulting fees by $60,090; decreasing our advertising and marketing by $7,828, offset by increases in salaries for our founders of $12,863. Our net loss decreased from $222,697 to $156,304 primarily due to the decrease in professional and consulting fees.

Liquidity and Capital Resources

Our balance sheet as of April 30, 2021 as compared to October 31, 2020 reflects a decrease of cash assets of $273,507 due primarily to a net loss of $156,304 offset by non-payment of accounts payable of $17,942, and amortization of royalty interest of $25,855. We purchased an additional $125,000 in royalty interests that we hope to start generating revenue over the next twelve months and invested in an account backed by cryptocurrencies in the amount of $45,000 during the six months ended April 30, 2021. We currently have enough cash on hand to fund ongoing operations without the present need to raise additional capital for the next 12 months.

No assurance can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of our operations and financial condition. Our failure to raise additional funds if needed in the future will adversely affect our business operations, which may require us to suspend our operations.

It is likely that our operating losses will increase in the future and it is very possible we will never achieve or sustain profitability. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall or other unanticipated changes in our industry. Any failure by us to accurately make predictions would have a material adverse effect on our business, results of operations and financial condition.

COVID-19

Critical Accounting Policies

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Notes to the Financial Statements. We have consistently applied these policies in all material respects.

Revenue Recognition

The Company recognized revenue from royalty interest agreements under ASC 606-10-55-65 which apply to sales-based or Usage-Based royalties. Guidance under this section stipulates that revenue recognition should be based when the later of the following events occur: (1) the subsequent sales occur or (2) the performance obligation to which some or all for the sales-based royalty has been allocated has been satisfied or partially satisfied. The Company deems collection efforts to be the key performance obligation being satisfied, and therefore has adopted the approach of recognizing revenue based on customer collections. The operators that are parties to the royalty agreements, are typically structured to report and pay percentages of revenue earned over quarterly or monthly periods, some of which do not line up with the quarterly reporting period of the Company.

Royalty Interests

agreements at subsequent reporting periods to determine if a change in the underlying agreement or cash flows warrants a change in the estimate. Impairment exists for the royalty interests if the carrying amount exceeds the estimates of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is required to be recognized if the carrying amount of the asset, or asset group, exceeds its fair value.

Off-Balance Sheet Arrangements

As of April 30, 2021, we do not have an interest in any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of April 30, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost- benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of April 30, 2021, our Principal Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level, due to material weaknesses identified including (i) lack of written documentation of internal control policies and procedures and (ii) lack of segregation of duties.

In connection with management’s assessment of our internal control over financial reporting, we identified the following material weaknesses in our internal control over financial reporting as of April 30, 2021:

·We do not have written documentation of our internal control policies and procedures.

·Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. As of April 30, 2021, the initiation of transactions and recording of transactions are performed by Ronald Rosenfarb, our Chief Operating Officer.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the three months ended April 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Not Applicable.

ITEM 1A. RISK FACTORS.

During the three months ended April 30, 2021, our Company made an investment in cryptocurrencies, including bitcoin, of $45,000. In May 2021, the Company made an additional investment of $100,000 in cryptocurrencies.

GENERAL RISKS RELATED TO OWNING CRYPTOCURRIENCIES

The prices of cryptocurrencies are extremely volatile.

Fluctuations in the price of cryptocurrencies could subject our cryptocurrency holdings to significant price volatility, The price of cryptocurrencies is affected by many factors beyond our control including global supply and demand, the expected future price, inflation expectations, interest rates, currency exchange rates, fiat currency withdrawal and deposit policies at virtual token exchanges, interruptions in service or failures of such exchanges, investment and trading activities of large holders of cryptocurrencies, government monetary policies, regulatory measures that restrict the use of cryptocurrencies and global political, economic or financial events. In addition, a decrease in the price of one cryptocurrency may cause volatility in the entire cryptocurrency industry, including the cryptocurrencies we hold. For example, a security breach that affects investor or user confidence in Bitcoin may affect the industry as a whole and may also cause the price of other cryptocurrencies to fluctuate dramatically.

The regulatory regime governing cryptocurrencies is still developing, and regulatory changes or actions may alter the nature of an investment in cryptocurrencies.

The regulation of cryptocurrencies and cryptocurrency exchanges are currently under-developed and likely to rapidly evolve and vary significantly among U.S. and non-U.S. jurisdictions, and are subject to significant uncertainty. As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies, with certain governments deeming them illegal while others have allowed their use and trade. Various legislative and executive bodies in the United States, and other countries, are, or are considering, enacting laws, regulations, guidance, or other actions, which could adversely impact the value of our cryptocurrency holdings.

The development and acceptance of transactions in cryptocurrencies are subject to a variety of factors that are difficult to evaluate.

The use of cryptocurrencies to buy and sell goods and services and complete transactions is part of a new and rapidly evolving industry, and the continued growth of this industry and the use of cryptocurrencies is subject to a high degree of uncertainty. The slowing or stopping of the development or acceptance of cryptocurrencies could have a material adverse effect on our plan of business, and we cannot assure you this will not occur. Factors that could affect the expansion or contraction of the use of cryptocurrencies include, but are not limited to:

·Continued worldwide growth in the adoption and use of cryptocurrencies;

·Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of cryptocurrency systems;

·The maintenance and development of the open-source software protocol on which many cryptocurrencies are dependent;

·The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

·General economic conditions and the regulatory environment relating to cryptocurrencies; and

·Negative consumer sentiment and perception of cryptocurrencies in general.

We cannot predict with certainty any outcome regarding use of cryptocurrencies, and any of the above factors may have a material adverse effect on the value of our cryptocurrency holdings.

Our cryptocurrency holdings may be subject to loss, damage, theft or restriction on access, which could decrease the value of our cryptocurrency holdings.

A private key, or a combination of private keys, is necessary to control the cryptocurrency holdings stored in our digital wallet(s). Accordingly, any loss of the requisite private keys will result in loss of our cryptocurrency holdings, and they likely would not be recoverable. Moreover, any third party that gains access to such private keys, including by gaining access to login credentials of a hosted wallet service, could steal our cryptocurrency holdings. Any errors or malfunctions caused by or otherwise related to our digital wallet to receive and store cryptocurrencies, including failure to properly maintain or secure such digital wallet, may also result in our complete loss of our cryptocurrency holdings. If we lose access to our cryptocurrency holdings, we could suffer a complete loss of their value.

If part or all of our cryptocurrency holdings are lost, stolen or destroyed under circumstances rendering a party liable to our Company, the responsible party may not have the financial resources sufficient to satisfy our claim. For example, as to a particular event of loss, the only source of recovery for us might be the responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of our Company. Furthermore, we are not aware of any U.S. or foreign governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen cryptocurrencies. Consequently, we may be unable to replace missing cryptocurrencies or seek reimbursement for any erroneous transfer or theft of our cryptocurrency holdings. To the extent that we are unable to seek redress for such action, error or theft, such loss could decrease the value of our Company’s assets.

Cryptocurrencies are subject to risks of uninsured losses.

Unlike bank accounts or accounts at some other financial institutions, cryptocurrencies are uninsured unless you specifically obtain private insurance to insure them, which we have not done, nor presently intend to do. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by our Company, to offer recourse to us.

Trading or holding cryptocurrencies could expose us to various cyber security risks.

Trading platforms and third-party service providers may be vulnerable to hacking or other malicious activity. As with any computer code generally, flaws in cryptocurrency codes may be exposed to such negative activities. Several errors and defects have been found previously, including those that disabled some functionality for users of cryptocurrency trading platforms and exposed such users’ personal information. Flaws in and exploitations of the source code allowing malicious actors to take or create money have previously occurred, and our Company is not immune to such events.

The tax treatment of cryptocurrencies is uncertain, and developments in tax laws could impact the tax treatment of our cryptocurrency holdings.

The tax characterization of cryptocurrencies is uncertain and transactions involving digital currencies or tokens, are relatively new. It is possible that the Internal Revenue Service (“IRS”) may challenge our Company’s intended treatment of our cryptocurrency holdings, and that the tax consequences of purchasing or holding cryptocurrencies could differ materially from those anticipated by our Company. Federal or state legislation may be enacted, or guidance may be issued, by the IRS (or other governmental authorities), possibly with retroactive effect, impacting our tax obligations with respect to our cryptocurrency holdings. Future changes in the tax laws (or future administrative or judicial interpretations) could materially and negatively impact our tax treatment with respect to cryptocurrencies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

Not Applicable.

ITEM 6. EXHIBITS.

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 on June 14, 2021

	Freedom Internet Group Inc. Registrant

	By:	/s/ Alton Chapman
		Alton Chapman
		Principal Executive Officer

		/s/ Noah Rosenfarb
		Noah Rosenfarb
		Principal Financial Officer

ROYALTY RIGHTS AGREEMENT

THIS ROYALTY RIGHTS AGREEMENT (this “Agreement”), is made and entered as of February 24, 2021, by and between Artist Holdings, LLC a Limited Liability Company formed in Wyoming (the “Operator”), and Freedom Internet Group Inc., a corporation formed under the laws of Puerto Rico (the “Company”).

WHEREAS, the Operator has entered into a binding agreement to acquire the right to exclusively own and operate the website www.artistholdings.com, including all existing and future software, source code, updates, improvements and the like (the “Websites”), which generates revenue from the website and its assets; and WHEREAS, the Operator desires for the Company to provide Considerations as set forth in Section 1 below, in exchange for the Royalties set forth herein, and the parties are willing to undertake such obligations upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1.COMPANY CONSIDERATIONS. In consideration of the rights afforded to the Company under this Agreement, the Company shall make a cash payment of $50,000 (the “Considerations”) within five (5) business days following the date of this Agreement. Any cash Considerations hereunder shall be used solely for business purposes.

2.DUTIES OF THE OPERATOR. The Operator shall use best efforts to operate the Websites on a day-to-day basis in a manner which best serves the interests of the Websites’ growth, sustainability and profitability. The Operator shall perform its duties at the times and places necessary for the successful performance of its duties under this Agreement. The Operator shall not, and shall use best efforts to prevent third parties from, tarnishing or devaluing the reputation, brand, or content of the Websites or any intellectual property related thereto. In the event of any action or threatened action by any third party seeking to so tarnish or devalue the Websites, or otherwise infringe upon the intellectual property rights of the Operator in the Websites, the Operator shall use best efforts to defend and protect the Websites and the Royalties to be paid to the Company under this Agreement. The Operator shall be responsible for the preparation, filing, prosecution and maintenance of any intellectual property related to the Websites. Unless otherwise agreed to in writing by the Company, the Operator shall furnish, at its own expense, the technology, equipment, supplies and other materials used to operate the Websites. The Operator shall provide the Company with full access to its premises, technology and equipment to the extent required by the Company. The Operator shall comply with all applicable laws and safety standards concerning the Websites and obtain all necessary governmental approvals for the conduct of revenue generating activities of the Websites. Operator will be responsible for and provide suitable warning labels, disclaimers, packaging, and instructions on the Websites and any products sold through the Websites. During the term of this Agreement, the Operator shall not permit the imposition of any lien or encumbrance upon its assets, including the Websites, without the prior written approval of the Company.

REPORTING AND ADDITIONAL DUTIES.

(i)Operator shall furnish to the Company a monthly data report detailing the performance of the Websites for the prior month (“Monthly Report”), in a form satisfactory to the Company. In addition, the monthly report shall include information detailing any downtime or Website interruptions or other material issues during the period covered by the Monthly Report. Such report shall be issued no later than the tenth (10^th) day of the month following the month to which the report pertains. Operator shall provide the Company with administrative access and passcodes to all software, plug-ins, applications and other technology related to or used in connection with the Websites at all times, including, without limitation, prior to the closing of the acquisition of the Websites by the Operator (if available to the Operator). Operator shall provide the Company with updated access information and passcodes immediately upon making any changes. Operator shall cooperate with the Company to incorporate software recommended by the Company.

(ii)Operator agrees that prior to consummating any financing, sale, or liquidation of the Operator’s business or assets, Operator shall provide sixty (60) days prior written notice thereof (in detail) to the Company. In addition, it shall be a condition of the consummation of any such transaction that Operator is current with respect to all payments due under this Agreement to the Company. If the Operator proceeds with such a transaction without making all payments due to the Company, the Operator shall be in default of this Agreement under Section 4 and the Company shall have all remedies available to it under this Agreement, at law or in equity.

3.ROYALTIES TO THE COMPANY.

(a)In exchange for the Considerations provided by the Company to the Operator in this Agreement, the Operator shall pay to the Company a 12.5% royalty based upon a percentage of the Net Sales from the revenues of the Websites (the “Royalties”). Royalties will begin to accrue 90 days after the signing of this agreement. Thereafter, quarterly estimated Royalties (“Estimated Payments”) shall be paid by the Operator to the Company no later than the 5^th business day following the end of each quarter (on January 5, April 5, July 5, and October 5). Estimated Royalties shall be calculated at 5% of the value of the Considerations made by the Company under Section 1 hereof. Payments will be prorated for any partial quarter. At the end of each quarter during the Term, the Company will calculate the actual Royalties payable to the Company during the prior quarter and submit an invoice to the Operator describing any overpayment or underpayment in Royalties as compared to Estimated Payments made during the applicable quarter. Any overpayment by the Operator will be credited toward and reduce the next quarter’s Estimated Payments, while any underpayment will be cured by the Operator and paid to the Company within thirty (30) days following delivery of the applicable quarterly invoice. To the extent that revenue adjustments are made by the Operator for any period, the Operator shall pay FIGI for any increase in the Royalties due to FIGI as a result of such adjustments. Any such adjustments shall be detailed in writing by the Operator in the applicable Royalty Statement. The Royalties shall continue in perpetuity or until there is a Change of Control or sale of the Websites governed by Section 3(d). If, at any time following the date of this Agreement, the Operator fails to make any payment hereunder or to continuously operate the Websites in accordance with this Agreement, it shall be considered an Event of Default (as defined herein), and the Company shall have the rights and remedies afforded to it under Section 5.

(b)For purposes hereof, “Net Sales” means the gross revenue received by the Operator from the Websites, less the sum of the following deductions or offsets that are actually incurred, allowed, accrued, paid, or taken and are allocated with respect to such sales, but solely to the extent that such deductions or offsets are not otherwise recovered by or reimbursed to the Operator: (i) discounts allowed in amounts customary in the trade; (ii) sales, tariff duties, and use taxes directly imposed and with reference to particular sales; (iii) outbound transportation prepaid or allowed; and (iv) amounts allowed or credited on returns. No deductions from Net Sales shall be made for commissions paid to sales agents or employees, overhead expenses or for costs of collections. All calculations of Net Sales must be based on, or valued as if based on, bona fide arms’-length transactions and not on any bundled, loss-leading, or other blended or artificial selling or transfer pricing arrangement. The Operator shall make payments in U.S. dollars by wire transfer of immediately available funds to a bank account designated in writing by the Company. If Estimated Payments are not received by the Company by the 5^th of the month, the Operator shall pay to the Company interest on the overdue Estimated Payments from the date such payment was due to the date of actual payment at a rate of 1.5% per month, or if higher, the maximum rate permitted under applicable law.

(c)On or before the due date for any payments to the Company pursuant to this Section 3, the Operator shall provide the Company with a statement (the “Royalty Statement”) showing for the relevant quarterly period: (i) the gross revenues received by the Operator from the Websites; (ii) a profit and loss statement, certified by the Operator’s chief financial officer (or similar) that such statement is true and correct in all material respects; (iii) copies of Operator’s bank statements; (iv) the type and amount of all deductions and offsets allocated with respect to such gross revenues; (v) the calculation of Net Sales, including the applicable Royalties rate; and (vi) such other particulars as are reasonably required by the Company for an accurate accounting of the Royalties pursuant to this Section. The Operator shall keep complete and accurate records of its sales from the Websites necessary for the calculation of Royalties to be made to the Company hereunder. The Operator shall maintain such records for a period of three (3) years following the termination of this Agreement.

(d)Upon a Change of Control of the Operator or a sale of the Websites, the Company shall be entitled to receive a payment (the “Change of Control Payment”) equal to the greater of (i) $75,000.00 or (ii) $200,000.00 less all Royalties received through such date. Such payment shall be made within five (5) days following the closing of the applicable transaction. For purposes hereof, “Change of Control” means, with respect to the Operator: (x) an acquisition, merger, reorganization, or consolidation in which the holders of the voting securities of the Operator outstanding immediately before such transaction cease to beneficially own at least fifty percent (50%) of the combined voting power of the surviving entity, directly or indirectly, immediately after such transaction; (y) a transaction or series of related transactions in which any other person or entity becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of the Operator; or (z) the sale or other transfer to any other person or entity of all or substantially all of the assets of the Operator, including, without limitation, the Websites. In addition, upon the occurrence of a Change of Control by the Operator, the Company shall have the right of first refusal to purchase the Websites.

4.EVENTS OF DEFAULT. Following the occurrence of an Event of Default (defined below), the Company shall have the rights and remedies afforded to it under Section 5. Each of the following shall constitute an “Event of Default” by the Operator under this Agreement: (a) the Operator fails to pay any amount due under this Agreement on the due date for payment; (b) the Operator breaches this Agreement (other than through a failure to pay any amounts due hereunder) and, if such breach is curable, fails to cure such breach within ten (10) days of the Company’s written notice of such breach; (c) the Operator fails to maintain continuous operation of the Websites in accordance with this Agreement; or (d) the Operator (i) is dissolved or liquidated or takes any corporate action for such purpose, (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy under any applicable law, (iv) makes or seeks to make a general assignment for the benefit of creditors, or (v) applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

5.REMEDIES. Following an Event of Default by the Operator under this Agreement, in addition to any other remedies that may be available to the Company under this Agreement or in equity, the Company shall be entitled to liquidated damages equivalent to 2 ½ times the value of the Considerations made under this Agreement to be paid within ten (10) business days following the occurrence of an Event of Default (“Liquidated Damages”). The parties intend that the Liquidated Damages constitute an estimate of damages, and not a penalty. The parties acknowledge and agree that the Company’s harm caused by an Event of Default would be impossible or very difficult to accurately estimate at the time of contract, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from an Event of Default. In the event that the Operator fails to timely pay any Liquidated Damages, the Company shall have the right to take any one or more of the following actions: (a) terminate this Agreement; (b) take control over the ownership and operation of the Websites;; and (c) seek any other remedies available to it under this Agreement, at law or in equity, such remedies being cumulative. In the event the Company incurs legal fees and expenses enforcing its rights against Operator under this Agreement, the Company shall be entitled to recover same from Operator, whether in arbitration or otherwise. The Company shall have the right to set off any amounts due to Operator under this Agreement or any other agreement with the Company.

6.INDEMNIFICATION. The Operator shall indemnify and hold harmless the Company and each of its affiliates, parents, subsidiaries, shareholders, directors, officers, employees, agents, successors and assigns (each, an “Indemnified Party”) from and against any and all losses, claims, actions, damages and liabilities to which such Indemnified Party may incur which arise from or relate to sales, promotions or marketing, operations, or any other matters related to the Website or otherwise relating to or arising from the Operator’s representations, warranties, and obligations under this Agreement, and the Operator will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) as they are incurred.

7.RELATIONSHIP OF PARTIES. Each party shall be deemed an independent contractor pursuant to this Agreement, and not an employee. Neither party hereto shall have any right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party. Any persons employed or engaged by the Operator in connection with the Website shall be the Operator’s employees or contractors and the Operator shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor.

8.CONFIDENTIALITY. Each party (the “Receiving Party”) acknowledges that it will have access to information that is treated as confidential and proprietary by the other party (the “Disclosing Party”), including, without limitation, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, or operations of the Disclosing Party, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, “Confidential Information”). Any Confidential Information that the Operator develops in connection with the Website shall be subject to the terms and conditions of this Section 8. The parties agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Disclosing Party in each instance, and not to use any Confidential Information for any purpose except as required in the performance of this Agreement. The Receiving Party shall notify the Disclosing Party immediately in the event it becomes aware of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through the Receiving Party’s breach of this Agreement; or (b) is communicated to the Receiving Party by a third party that had no confidentiality obligations with respect to such information. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Receiving Party agrees to promptly

provide written notice of any such order to the Disclosing Party, and in any event sufficiently in advance of making any disclosure to permit the Disclosing Party to contest the order or seek confidentiality protections. Upon termination of this Agreement, the Receiving Party agrees to return or destroy any Confidential Information in its possession, including copies.

9.MISCELLANEOUS. This Agreement and any exhibits hereto constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. However, neither this Agreement nor any of the rights of the parties hereunder may otherwise be transferred or assigned by any party hereto, except that (a) if the Company shall merge or consolidate with or into, or sell or otherwise transfer substantially all its assets to, another company which assumes the Company’s obligations under this Agreement, the Company may assign its rights hereunder to that company, and (b) the Company may assign its rights and obligations hereunder to any affiliate. In addition, the Company shall be entitled to assign all or a portion of its rights to the Royalties without Operator’s consent or notice of the assignee. Any attempted transfer or assignment in violation of this Section 9 shall be void. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Notwithstanding anything in this Agreement to the contrary, the following Sections shall survive any termination of this Agreement: 3, 5 – 10.

10.GOVERNING LAW; ARBITRATION. This Agreement shall be governed by and construed in accordance with the internal laws of Florida without giving effect to any choice or conflict of law provision or rule (whether Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of Florida. If not resolved through reasonable negotiation, and except as qualified below, any dispute between the parties arising under, out of, in connection with or in relation to this Agreement, shall be submitted to binding arbitration under the authority of the Federal Arbitration Act and must be determined by arbitration administered by the American Arbitration Association pursuant to its then-current commercial arbitration rules and procedures, including the procedures for emergency relief. The arbitration must take place in Broward County, Florida, in English. The arbitrator must follow the law and not disregard the terms of this Agreement. A judgment may be entered upon the arbitration award by any state, federal, or foreign court of competent jurisdiction. The decision of the arbitrator will be final and binding on all parties to the dispute; however, the arbitrator may not under any circumstances: (a) stay the effectiveness of any pending termination of this Agreement; or (ii) assess punitive, exemplary or consequential damages. Notwithstanding the foregoing, the parties agree that the following claims will not be subject solely to arbitration: (a) any action for declaratory or equitable relief, including, without limitation, seeking preliminary or permanent injunctive relief, specific performance, other relief in the nature of equity to enjoin any harm or threatened harm to such party’s tangible or intangible property, brought at any time, including, without limitation, prior to or during the pendency of any arbitration proceedings initiated hereunder; and (b) any action in ejectment or for possession of any interest in real or personal property.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

COMPANY:		OPERATOR:

FREEDOM INTERNET GROUP INC.		Artist Holdings, LLC




By: Ace Chapman		By: Andrew Ornoski

Title: CEO		Title: CEO

Personal Guaranty. The undersigned, Andrew Ornoski, an owner of 10% or more of equity of Operator as of the date hereof, by affixing his signature below, does hereby agree to assume personal liability to the Company in an Event of Default (as defined in Section 4 of the Agreement) for the unconditional payment of any and all amounts due to the Company by Operator under the Agreement.


	By: Andrew Ornoski

ROYALTY RIGHTS AGREEMENT

THIS ROYALTY RIGHTS AGREEMENT (this “Agreement”), is made and entered as of February 24, 2021, by and between RhymeMakers, LLC a Limited Liability Company formed in Wyoming (the “Operator”), and Freedom Internet Group Inc., a corporation formed under the laws of Puerto Rico (the “Company”).

WHEREAS, the Operator has entered into a binding agreement to acquire the right to exclusively own and operate the website www.rhymemakers.com, including all existing and future software, source code, updates, improvements and the like (the “Websites”), which generates revenue from the website and its assets; and WHEREAS, the Operator desires for the Company to provide Considerations as set forth in Section 1 below, in exchange for the Royalties set forth herein, and the parties are willing to undertake such obligations upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1.COMPANY CONSIDERATIONS. In consideration of the rights afforded to the Company under this Agreement, the Company shall make a cash payment of $75,000 (the “Considerations”) within five (5) business days following the date of this Agreement. Any cash Considerations hereunder shall be used solely for business purposes.

REPORTING AND ADDITIONAL DUTIES.

3.ROYALTIES TO THE COMPANY.

(a)In exchange for the Considerations provided by the Company to the Operator in this Agreement, the Operator shall pay to the Company a 15% royalty based upon a percentage of the Net Sales from the revenues of the Websites (the “Royalties”). Royalties will begin to accrue 90 days after the signing of this agreement. Thereafter, quarterly estimated Royalties (“Estimated Payments”) shall be paid by the Operator to the Company no later than the 5^th business day following the end of each quarter (on January 5, April 5, July 5, and October 5). Estimated Royalties shall be calculated at 5% of the value of the Considerations made by the Company under Section 1 hereof. Payments will be prorated for any partial quarter. At the end of each quarter during the Term, the Company will calculate the actual Royalties payable to the Company during the prior quarter and submit an invoice to the Operator describing any overpayment or underpayment in Royalties as compared to Estimated Payments made during the applicable quarter. Any overpayment by the Operator will be credited toward and reduce the next quarter’s Estimated Payments, while any underpayment will be cured by the Operator and paid to the Company within thirty (30) days following delivery of the applicable quarterly invoice. To the extent that revenue adjustments are made by the Operator for any period, the Operator shall pay FIGI for any increase in the Royalties due to FIGI as a result of such adjustments. Any such adjustments shall be detailed in writing by the Operator in the applicable Royalty Statement. The Royalties shall continue in perpetuity or until there is a Change of Control or sale of the Websites governed by Section 3(d). If, at any time following the date of this Agreement, the Operator fails to make any payment hereunder or to continuously operate the Websites in accordance with this Agreement, it shall be considered an Event of Default (as defined herein), and the Company shall have the rights and remedies afforded to it under Section 5.

(d)Upon a Change of Control of the Operator or a sale of the Websites, the Company shall be entitled to receive a payment (the “Change of Control Payment”) of $300,000.00 less all Royalties received through such date. Such payment shall be made within five (5) days following the closing of the applicable transaction. For purposes hereof, “Change of Control” means, with respect to the Operator: (x) an acquisition, merger, reorganization, or consolidation in which the holders of the voting securities of the Operator outstanding immediately before such transaction cease to beneficially own at least fifty percent (50%) of the combined voting power of the surviving entity, directly or indirectly, immediately after such transaction; (y) a transaction or series of related transactions in which any other person or entity becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of the Operator; or (z) the sale or other transfer to any other person or entity of all or substantially all of the assets of the Operator, including, without limitation, the Websites. In addition, upon the occurrence of a Change of Control by the Operator, the Company shall have the right of first refusal to purchase the Websites.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

COMPANY:		OPERATOR:

FREEDOM INTERNET GROUP INC.		RhymeMakers, LLC




By: Ace Chapman		By: Desmond Joseph

Title: CEO		Title: CEO

Personal Guaranty. The undersigned, Desmond Joseph, an owner of 10% or more of equity of Operator as of the date hereof, by affixing his signature below, does hereby agree to assume personal liability to the Company in an Event of Default (as defined in Section 4 of the Agreement) for the unconditional payment of any and all amounts due to the Company by Operator under the Agreement.


	By: Desmond Joseph

Exhibit 31.1

CERTIFICATION

I, Alton Chapman, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Freedom Internet Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 14, 2021

/s/ Alton Chapman
Alton Chapman
Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Noah Rosenfarb, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Freedom Internet Group Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 14, 2021

/s/ Noah Rosenfarb
Noah Rosenfarb
Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Noah Rosenfarb, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Freedom Internet Group Inc. on Form 10-Q for the quarterly period ended April 30, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Freedom Internet Group Inc.

/s/ Noah Rosenfarb
Noah Rosenfarb
Chief Financial Officer (Principal Financial and Accounting Officer)
Date: June 14, 2021

This certification is furnished with this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate it by reference.

SEC Reference Number	Title of Document	Location
10.1	Artist Holdings LLC Royalty Agreement	Filed herewith
10.2	RhymeMakers LLC	Filed herewith
31.1	Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company	Filed herewith
31.2	Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company	Filed herewith
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company	Filed herewith
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company	Filed herewith
101	XBRL data files of Condensed Financial Statements and Notes contained in this Quarterly Report on Form 10-Q

	Page

PART I – FINANCIAL INFORMATION	F-1
Item 1. Financial Statements:	F-1
Condensed Balance Sheets (unaudited)	F-1
Condensed Statements of Operations (unaudited)	F-2
Condensed Statements of Stockholders’ Equity (Deficit) (unaudited)	F-3
Condensed Statements of Cash Flows (unaudited)	F-4
Notes to Condensed Financial Statements (unaudited)	F-5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	17
Item 4. Controls and Procedures	17
PART II – OTHER INFORMATION	18
Item 1. Legal Proceedings.	18
Item 1A. Risk Factors.	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Mine Safety Disclosures	20
Item 5. Other Information.	20
Item 6. Exhibits	20
SIGNATURES	21