ITEM 1 FINANCIAL STATEMENTS
JUDO CAPITAL CORP.
UNAUDITED FINANCIAL STATEMENTS
September 30, 2020
CONTENTS
Balance Sheets as of September 30, 2020 and December 31, 2019 (Unaudited)
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Page 5
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Statements of Operations for the three months and nine months ended September 30, 2020 and 2019 (Unaudited)
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Page 6
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Statements of Changes in Stockholders’ Equity (Deficit) for the nine months ended September 30, 2020 and 2019 (Unaudited)
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Page 7
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Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (Unaudited)
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Page 8
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Notes to Financial Statements (Unaudited)
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Page 9
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4
Judo Capital Corp.
|
BALANCE SHEETS
|
(Unaudited)
|
|
|
September 30,
|
|
December 31,
|
|
|
2020
|
|
2019
|
ASSETS
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
34
|
|
|
$
|
78
|
|
Total Current Assets
|
|
|
34
|
|
|
|
78
|
|
|
|
|
|
|
|
|
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TOTAL ASSETS
|
|
$
|
34
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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LIABILITIES & STOCKHOLDER'S DEFICIT
|
|
|
|
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|
|
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Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
5,000
|
|
|
$
|
12,299
|
|
Accounts Payable - Related Party
|
|
|
22,909
|
|
|
|
16,885
|
|
Interest Payable - Related Party
|
|
|
10,408
|
|
|
|
8,156
|
|
Loan Payable - Related Party
|
|
|
46,050
|
|
|
|
46,050
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
84,367
|
|
|
|
83,390
|
|
|
|
|
|
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Total Liabilities
|
|
|
84,367
|
|
|
|
83,390
|
|
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|
|
|
|
|
|
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Stockholder's Deficit
|
|
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|
|
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Preferred Stock, par value $0.001,
|
|
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|
|
|
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50,000,000 shares Authorized, 0 Issued or Outstanding at
|
|
|
|
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|
|
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September 30, 2020 and December 31, 2019
|
|
|
—
|
|
|
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—
|
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Common Stock, par value $0.001,
|
|
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100,000,000 shares Authorized, 69,322,426 shares Issued and
|
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|
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Outstanding at September 30, 2020 and December 31, 2019
|
|
|
69,322
|
|
|
|
69,322
|
|
Additional Paid-In Capital
|
|
|
281,825
|
|
|
|
281,825
|
|
Accumulated Deficit
|
|
|
(435,480
|
)
|
|
|
(434,459
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholder's Deficit
|
|
|
(84,333
|
)
|
|
|
(83,312
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT
|
|
$
|
34
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited financial statements
|
5
Judo Capital Corp.
|
STATEMENTS OF OPERATIONS
|
|
|
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(Unaudited)
|
|
(Unaudited)
|
|
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For the Three Months Ended
|
|
For the Nine Months Ended
|
|
|
September 30,
|
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September 30,
|
|
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2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
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Revenues:
|
|
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Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Professional fees
|
|
|
1,000
|
|
|
|
1,352
|
|
|
|
3,000
|
|
|
|
12,891
|
|
General and administrative expense
|
|
|
750
|
|
|
|
48
|
|
|
|
3,574
|
|
|
|
817
|
|
Total Operating Expenses
|
|
|
1,750
|
|
|
|
1,400
|
|
|
|
6,574
|
|
|
|
13,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Operating Loss
|
|
|
(1,750
|
)
|
|
|
(1,400
|
)
|
|
|
(6,574
|
)
|
|
|
(13,708
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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Gain on Debt Extinguishment
|
|
|
7,805
|
|
|
|
—
|
|
|
|
7,805
|
|
|
|
—
|
|
Interest expense
|
|
|
(756
|
)
|
|
|
(756
|
)
|
|
|
(2,252
|
)
|
|
|
(2,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total Other Income (Expense)
|
|
|
7,049
|
|
|
|
(756
|
)
|
|
|
5,553
|
|
|
|
(2,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
|
|
$
|
5,299
|
|
|
$
|
(2,156
|
)
|
|
$
|
(1,021
|
)
|
|
$
|
(15,952
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic & Diluted Income (Loss) per Common Share
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Weighted Average Common Shares Outstanding
|
|
|
69,322,426
|
|
|
|
69,322,426
|
|
|
|
69,322,426
|
|
|
|
69,322,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
The accompanying notes are an integral part of these unaudited financial statements
|
6
Judo Capital Corp.
|
STATEMENT OF STOCKHOLDERS' DEFICIT
|
For the Nine Months Ended September 30, 2019
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Preferred Stock
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Shares
|
|
|
|
Par Value
|
|
|
|
Shares
|
|
|
|
Par Value
|
|
|
|
Additional Paid-In Capital
|
|
|
|
Accumulated Deficit
|
|
|
|
Total Stockholders' Deficiency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Balance as of December 31, 2018
|
|
|
—
|
|
|
|
—
|
|
|
|
69,322,426
|
|
|
|
69,322
|
|
|
|
281,825
|
|
|
|
(416,851
|
)
|
|
|
(65,704
|
)
|
Net Loss for the Three Months Ended March 31, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,982
|
)
|
|
|
(6,982
|
)
|
Balance as of March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
69,322,426
|
|
|
|
|
|
|
|
281,825
|
|
|
|
(423,833
|
)
|
|
|
(72,686
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the Three Months Ended June 30, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,814
|
)
|
|
|
(6,814
|
)
|
Balance as of June 30, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
69,322,426
|
|
|
|
69,322
|
|
|
|
281,825
|
|
|
|
(430,647
|
)
|
|
|
(79,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the Three Months Ended September 30, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,156
|
)
|
|
|
(2,156
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2019
|
|
|
—
|
|
|
$
|
—
|
|
|
|
69,322,426
|
|
|
$
|
69,322
|
|
|
$
|
281,825
|
|
|
$
|
(432,803
|
)
|
|
$
|
(81,656
|
)
|
Judo Capital Corp.
|
STATEMENT OF STOCKHOLDERS' DEFICIT
|
For the Nine Months Ended September 30, 2020
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
Par Value
|
|
|
|
Shares
|
|
|
|
Par Value
|
|
|
|
Additional Paid-In Capital
|
|
|
|
Accumulated Deficit
|
|
|
|
Total Stockholders' Deficiency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
69,322,426
|
|
|
|
69,322
|
|
|
|
281,825
|
|
|
|
(434,459
|
)
|
|
|
(83,312
|
)
|
Net Loss for the Three Months Ended March 31, 2020
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,278
|
)
|
|
|
(3,278
|
)
|
Balance as of March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
69,322,426
|
|
|
|
69,322
|
|
|
|
281,825
|
|
|
|
(437,737
|
)
|
|
|
(86,590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for the Three Months Ended June 30, 2020
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,042
|
)
|
|
|
(3,042
|
)
|
Balance as of June 30, 2020
|
|
|
—
|
|
|
|
—
|
|
|
|
69,322,426
|
|
|
|
69,322
|
|
|
|
281,825
|
|
|
|
(440,779
|
)
|
|
|
(89,632
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income for the Three Months Ended September 30, 2020
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,299
|
|
|
|
5,299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2020
|
|
|
—
|
|
|
$
|
—
|
|
|
|
69,322,426
|
|
|
$
|
69,322
|
|
|
$
|
281,825
|
|
|
$
|
(435,480
|
)
|
|
$
|
(84,333
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited financial statements
|
7
Judo Capital Corp.
|
STATEMENT OF CASH FLOWS
|
(Unaudited)
|
|
|
For the Nine Months Ended
|
|
|
September 30,
|
|
|
2020
|
|
2019
|
CASH FLOWS FROM OPERATING
|
|
|
|
|
|
|
|
|
ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(1,021
|
)
|
|
$
|
(15,952
|
)
|
Adjustments to reconcile net loss to net cash
|
|
|
|
|
|
|
|
|
used in operating activities:
|
|
|
|
|
|
|
|
|
Gain on Debt Extinguishment
|
|
|
7,805
|
|
|
|
—
|
|
Changes In:
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
|
(12,231
|
)
|
|
|
(5,532
|
)
|
Accounts Payable - Related Party
|
|
|
3,151
|
|
|
|
11,985
|
|
Interest Payable - Related Party
|
|
|
2,252
|
|
|
|
2,244
|
|
Net Cash Provided by (Used in) Operating Activities
|
|
|
(44
|
)
|
|
|
(7,255
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
|
|
|
|
|
|
|
|
|
Proceeds from Loan Payable - Related Party
|
|
|
—
|
|
|
|
7,050
|
|
Net Cash Provided by Financing Activities
|
|
|
—
|
|
|
|
7,050
|
|
|
|
|
|
|
|
|
|
|
Net (Decrease) Increase in Cash
|
|
|
(44
|
)
|
|
|
(205
|
)
|
Cash at Beginning of Period
|
|
|
78
|
|
|
|
231
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
$
|
34
|
|
|
$
|
26
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
—
|
|
|
$
|
—
|
|
Franchise Taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Gain on Debt Extinguishment
|
|
$
|
7,805
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited financial statements
|
Judo Capital Corp.
Notes to Financial Statements
September 30, 2020
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF
BUSINESS
Judo Capital Corp. (“Judo”) was
incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”).
Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. on July 15, 2008 then to Judo Capital Corp on February 15,
2017. the Company formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships,
Inc. to develop an annual judo championship tournament. Collectively the entities are referred to as “the Company”.
On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments and dissolved Classic Rules
World Judo Championships, Inc.. The Company had planned to operate in real estate investment activities focused in the New York
City metropolitan area. On February 28, 2018, the Company ceased its plans to operate in the real estate investment activities.
The Company is seeking to consummate a merger or acquisition.
NOTE 2 – GOING CONCERN
The accompanying financial statements have
been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As of September 30, 2020, the Company had a working capital deficit of $84,333 and
accumulated deficit of $435,480. These circumstances raise substantial doubt about the Company’s ability to continue as a
going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
The Company needs to raise additional capital
in order to fully develop its business plan. Failure to raise adequate capital and generate adequate revenues could result in the
Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating
expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop
business to a level where it will generate profits and adequate cash flows from operations.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying unaudited interim financial
statements as of the nine months ended September 30, 2020 and September 30, 2019 have been prepared in accordance with accounting principles
generally accepted for interim financial statement presentation and in accordance with the instructions to Form 10-Q. Accordingly,
they do not include all the information and footnotes required by accounting principles generally accepted in the United States
of America for complete financial statement presentation. They should be read in conjunction with the Company’s annual report
on Form 10-K for the year ended December 31, 2019. In the opinion of management, the financial statements contain all adjustments
(consisting only of normal recurring accruals) necessary to fairly present the financial position as of September 30, 2020 and the results
of operations for the nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019. The
results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the
full year.
Estimates
The preparation of financial statements in
conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes
may differ materially from the estimates as additional information becomes known.
Reclassifications
Certain reclassifications have been made to
the presentation for the nine months ended September 30, 2019 to make them comparable to the current years presentation.
Cash and Cash Equivalents
Cash and cash equivalents includes highly liquid
investments with original maturities of nine months or less. On occasion, the Company has amounts deposited with financial
institutions in excess of federally insured limits.
Judo Capital Corp.
Notes to Financial Statements
September 30, 2020
(Unaudited)
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
The Company measures certain financial assets
and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.
The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature
of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest
or credit risks arising from these financial instruments.
Income Taxes
Deferred income tax assets and liabilities
are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences
between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted
tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than
not that these deferred income tax assets will be realized.
The Company recognizes a tax benefit from an
uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities,
based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are
measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of
the previous years ended December 31, 2019 and 2018, the Company has not recorded any unrecognized tax benefits.
Segment Reporting
The Company’s business currently operates
in one segment.
Net Loss per Share
The computation of basic net loss per common
share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss
per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number
of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury
stock method. See Note 4. Net Loss Per Share.
Recently Issued Accounting Pronouncements
The Company reviews new accounting standards
as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal
year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company
does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position,
results of operations, or cash flows.
Related Parties
The Company follows subtopic 850-10 of the
FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties
include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent
the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted
for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts
that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company;
(f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating
policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate
interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties
or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that
one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
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Judo Capital Corp.
Notes to Financial Statements
September 30, 2020
(Unaudited)
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Related Parties (Continued)
The financial statements include disclosures
of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the
ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements
is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description
of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which
income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions
on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented
and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due
from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner
of settlement.
NOTE 4 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The Company is authorized to issue 50,000,000
shares of preferred stock with a par value of $0.001 per share. There were no shares of preferred stock issued or outstanding at
December 31, 2019 or September 30, 2020.
Common Stock
The Company is authorized to issue 100,000,000
shares of common stock with a par value of $0.001 per share. There were 69,322,426 shares issued and outstanding at December 31,
2019 and September 30, 2020.
NOTE 5 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE
In 2017, the Company received loans from a
related party totaling $30,000. The loans payable bear interest at an annual rate of 10% interest and are due on demand. There
was $30,000 due as principal and $8,156 in interest for these notes due to a related party as of December 31, 2019. There was $30,000
due as principal and $10,408 in interest for these notes due to a related party as of September 30, 2020.
In 2018, the Company received loans from a
related party totaling $9,000. In 2019, the Company received loans from a related party totaling 7,050. These loans are non-interest
bearing and due on demand. There was $16,050 due as non-interest bearing loans to a related party as of the year ended December
31, 2019 and the nine months ended September 30, 2020.
In 2019, the Company received advances from
a related party totaling $16,885. The advances are non-interest bearing and due on demand. In the nine months ended September 30,
2020, the Company received advances from a related party totaling $6,024. The advances are non-interest bearing and due on demand.
There was $16,885 in accounts payable - related party as of the year ended December 31, 2019 and $22, 909 in accounts payable -
related party as of the nine months ended September 30, 2020.
The Company currently operates out of an office
of a related party free of rent.
NOTE 6 – SUBSEQUENT EVENTS
The Company had evaluated all events occurring
subsequent to the balance sheet date and determined there are no additional events to disclose.
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Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking Information
This Form 10-Q quarterly report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section
21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical
facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur
in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy
and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references
to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," or "continue," or the negative of such terms or other comparable terminology. These statements
are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses
made by us in light of our experience and our perception of historical trends, current conditions and expected future developments
as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments
will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which
are beyond our control.
Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.
Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no
duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.
Results of Operations
Comparison of the three months ended
September 30, 2020 and 2019
Revenues . The Company had no
revenue during the three months ended September 30, 2020 or 2019.
Cost of Revenues . The Company
had no cost of revenue for the three months ended September 30, 2020 or 2019.
General and Administrative expenses.
The Company incurred $750 of general and administrative expenses during the three months ended September 30, 2020 compared to $48
during the same period in September 30, 2019. The $702 increase in general and administrative expenses is the result of the Company
incurring costs associated with its public filings during the prior period that were not incurred during the current period.
Professional fees. The Company
incurred $1,000 of professional fees during the three months ended September 30, 2020 compared to $1,342 during the same period
in September 30, 2019. The $342 decrease in professional fees is the result of the Company incurring costs associated with Accountants,
Auditors and Attorneys during the prior period that were not incurred during the current period.
Loss From Operation . The Company
incurred an operating loss of $1,750 during the three months ended September 30, 2020 compared to $1,400 during the same period
in September 30, 2019. The $350 increase in net loss is a result of increased general and administrative fees as discussed previously.
Other Income (Expense). The Company
incurred interest expense of $756 during the three months ended September 30, 2020 compared to $756 during the three months ended
September 30, 2019. The Company recognized a gain on debt forgiveness of $7,805 during the three months ended September 30, 2020.
Net Loss . The Company incurred
net income of $5,399 during the three months ended September 30, 2020 compared to a net loss of $2,156 during the three months
ended September 30, 2019. The net gain in 2020 was the result of a result of decreased professional fees as discussed previously
and additionally from a $7,805 Gain from Debt Extinguishment taken in the three months ended September 30, 2020.
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Comparison of the nine months ended September 30,
2020 and 2019
Revenues . The Company had no
revenue during the nine months ended September 30, 2020 or 2019.
Cost of Revenues . The Company
had no cost of revenue for the nine months ended September 30, 2020 or 2019.
General and Administrative expenses.
The Company incurred $3,574 of general and administrative expenses during the nine months ended September 30, 2020 compared to
$817 during the nine months ended September 30, 2019. The $1,519 decrease in general and administrative expenses is the result
of the Company incurring costs associated with its public filings during the prior period that were not incurred during the current
period.
Professional fees. The Company
incurred $3,000 of professional fees during the nine months ended September 30, 2020 compared to $12,891 during the nine months
ended September 30, 2019. The $9,891 decrease in professional fees is the result of the Company incurring costs associated with
Accountants, Auditors and Attorneys during the prior period that were not incurred during the current period.
Loss From Operation . The Company
incurred an operating loss of $6,574 during the nine months ended September 30, 2020 compared to $13,708 during the nine months
ended September 30, 2019. The $7,134 decrease in net loss is a result of decreased professional fees as discussed previously.
Other Income (Expense). The Company
incurred interest expense of $2,252 during the nine months ended September 30, 2020 compared to $2,244 during the nine months ended
September 30, 2019. The Company recognized a gain on debt forgiveness of $7,805 during the nine months ended September 30, 2020.
Net Loss . The Company incurred
a net loss of $1,021 during the nine months ended September 30, 2020 compared to a net loss of $15,952 during the same period in
2019. The decrease in net loss in 2020 is a result of decreased professional fees as discussed previously and additionally from
a $7,805 Gain from Debt Extinguishment taken in the nine months ended September 30, 2020.
Liquidity and Capital Resources
At December 31, 2019, we had cash of $78, with
current assets totaling $78 and current liabilities totaling $83,390 creating a working capital deficit of $83,312. Current liabilities
consisted of accounts payable and accrued liabilities totaling $12,299, related party payable of $16,885, related party interest
payable of $8,156 and a related party loan payable of $46,050.
At September 30, 2020, we had cash of $34,
with current assets totaling $34 and current liabilities totaling $84,367 creating a working capital deficit of $84,333. Current
liabilities consisted of accounts payable and accrued liabilities totaling $5,000, related party payable of $22,909, related party
interest payable of $10,408 and a related party loan payable of $46,050.
Cash Flows
Net cash provided by (used in) operating activities
was $44 and $7,255 during the nine months ended September 30, 2020 and September 30, 2019, respectively.
Net cash provided by financing activities was
$0 and $7,050 during the nine months ended September 30, 2020 and September 30, 2019, respectively, which consisted of a $7,050
loan from a related party during the nine months ended September 30, 2019.
As of September 30, 2020, the Company was primarily
relying on its corporate officers, directors, and outside investors for the funding needed for the implementation of its business
plan. The Company’s management is currently looking for the capital needed to complete its corporate objectives. The Company
cannot predict the extent to which its liquidity and capital resources will be available prior to executing its business plan or
whether it will have sufficient capital to fund typical operating expenses.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer, Craig Burton, we conducted an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this
evaluation Craig Burton, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2020 and the
date of filing this report on October 13, 2020, our disclosure controls and procedures were not effective such that the information
required to be disclosed in our United States Securities and Exchange Commission (the “SEC”) reports is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
The material weakness identified relates to
the lack of proper segregation of duties. The Company believes that the lack of proper segregation of duties is due to the Company’s
limited resources.
Changes in Internal Controls Over
Financial Reporting
There were no changes in our internal control
over financial reporting identified in connection with our evaluation of these controls as of the end of our last fiscal quarter
as covered by this report on September 30, 2020 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
The Company's management does not expect that
its disclosure controls or its internal control over financial reporting will prevent or detect all error or all fraud and is not
effective. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that
the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that
all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the
realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls
can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of
the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
14