Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES ☐ NO ☒
Indicate by check mark whether the registrant
has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes ☐ No ☒
Indicate by check mark 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.
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
☒
As of April 6, 2021, there were 782,775,000
shares of the registrant’s $0.00001 par value common stock issued and outstanding.
The purpose of this Amendment No. 1 to Form 10-Q/A for the nine months
ended December 31, 2017, is for the following purposes:
LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.
TABLE OF CONTENTS
LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.
BALANCE SHEETS
|
|
December 31,
2017
|
|
|
March 31,
2017
|
|
|
|
(Restated)/ (Unaudited)
|
|
|
(Restated)/ (Audited)
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
1
|
|
|
$
|
1
|
|
Total current assets
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
10,157
|
|
|
$
|
11,650
|
|
Loan payable
|
|
|
6,450
|
|
|
|
6,450
|
|
Due to related party
|
|
|
10,235
|
|
|
|
62,759
|
|
Total Current Liabilities
|
|
|
26,842
|
|
|
|
80,859
|
|
Total Liabilities
|
|
|
26,842
|
|
|
|
80,859
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit:
|
|
|
|
|
|
|
|
|
Preferred Stock, par value $0.00001, 100,000,000 shares authorized; no shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common Stock, par value $0.00001, 300,000,000 shares authorized; 782,775,000 and 82,775,000 shares issued and outstanding, respectively
|
|
|
7,828
|
|
|
|
828
|
|
Additional paid-in capital
|
|
|
930,263
|
|
|
|
867,263
|
|
Accumulated deficit
|
|
|
(964,932
|
)
|
|
|
(948,949
|
)
|
Total Stockholders’ Deficit
|
|
|
(26,841
|
)
|
|
|
(80,858
|
)
|
Total Liabilities and Stockholders’ Deficit
|
|
$
|
1
|
|
|
$
|
1
|
|
The accompanying notes are an integral part
of these restated unaudited financial statements.
LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
|
|
For the Three Months Ended
December 31,
|
|
|
For the Nine Months
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(Restated)
|
|
|
|
|
|
(Restated)
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
622
|
|
|
$
|
18,031
|
|
|
$
|
983
|
|
|
$
|
22,652
|
|
Officer stock compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
15,000
|
|
|
|
|
|
Total operating expenses
|
|
|
622
|
|
|
|
18,031
|
|
|
|
15,983
|
|
|
|
22,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
$
|
(622
|
)
|
|
$
|
(18,031
|
)
|
|
$
|
(15,983
|
)
|
|
$
|
(22,652
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before provision for income tax
|
|
|
(622
|
)
|
|
|
(18,031
|
)
|
|
|
(15,983
|
)
|
|
|
(22,652
|
)
|
Provision for income tax
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net Loss
|
|
$
|
(622
|
)
|
|
$
|
(18,031
|
)
|
|
$
|
(15,983
|
)
|
|
$
|
(22,652
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share, basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic and diluted
|
|
|
334,405,434
|
|
|
|
82,775,000
|
|
|
|
186,760,507
|
|
|
|
82,775,000
|
|
The accompanying notes are an integral part
of these restated unaudited financial statements.
LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED DECEMBER
31, 2016 AND 2017
(Unaudited)
|
|
Common
Stock
|
|
|
Common Stock
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
Balance, March 31, 2016
|
|
|
82,775,000
|
|
|
$
|
828
|
|
|
$
|
867,263
|
|
|
$
|
(929,399
|
)
|
|
$
|
(61,308
|
)
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,510
|
)
|
|
|
(1,510
|
)
|
Balance, June 30, 2016
|
|
|
82,775,000
|
|
|
|
828
|
|
|
|
867,263
|
|
|
|
(930,909
|
)
|
|
|
(62,818
|
)
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,111
|
)
|
|
|
(3,111
|
)
|
Balance, September 30, 2016
|
|
|
82,775,000
|
|
|
|
828
|
|
|
|
867,263
|
|
|
|
(934,020
|
)
|
|
|
(65,929
|
)
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(18,031
|
)
|
|
|
(18,031
|
)
|
Balance, December 31, 2016
|
|
|
82,775,000
|
|
|
$
|
828
|
|
|
$
|
867,263
|
|
|
$
|
(952,051
|
)
|
|
$
|
(83,960
|
)
|
|
|
Common
Stock
|
|
|
Common Stock
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
Balance, March 31, 2017 (restated)
|
|
|
82,775,000
|
|
|
$
|
828
|
|
|
$
|
867,263
|
|
|
$
|
(948,949
|
)
|
|
$
|
(80,858
|
)
|
Net Loss (restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(90
|
)
|
|
|
(90
|
)
|
Balance, June 30, 2017 (restated)
|
|
|
82,775,000
|
|
|
|
828
|
|
|
|
867,263
|
|
|
|
(949,039
|
)
|
|
|
(80,948
|
)
|
Shares issued for services – related party
|
|
|
150,000,000
|
|
|
|
1,500
|
|
|
|
13,500
|
|
|
|
-
|
|
|
|
15,000
|
|
Net Loss (restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(15,271
|
)
|
|
|
(15,271
|
)
|
Balance, September 30, 2017 (restated)
|
|
|
232,775,000
|
|
|
|
2,328
|
|
|
|
880,763
|
|
|
|
(964,310
|
)
|
|
|
(81,219
|
)
|
Shares sold for cash
|
|
|
550,000,000
|
|
|
|
5,500
|
|
|
|
49,500
|
|
|
|
-
|
|
|
|
55,000
|
|
Net Loss (restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(622
|
)
|
|
|
(622
|
)
|
Balance, December 31, 2017 (restated)
|
|
|
782,775,000
|
|
|
$
|
7,828
|
|
|
$
|
930,263
|
|
|
$
|
(964,932
|
)
|
|
$
|
(26,841
|
)
|
The accompanying notes are an integral part
of these restated unaudited financial statements.
LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
For the Nine Months Ended
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Restated)
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(15,983
|
)
|
|
$
|
(22,652
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Amortization expense
|
|
|
-
|
|
|
|
1,638
|
|
Common stock issued for officer compensation
|
|
|
15,000
|
|
|
|
-
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
(1,493
|
)
|
|
|
520
|
|
Net cash used in operating activities
|
|
|
(2,476
|
)
|
|
|
(20,494
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Related party advances
|
|
|
2,476
|
|
|
|
20,490
|
|
Repayment of related part advances
|
|
|
(55,000
|
)
|
|
|
-
|
|
Proceeds from the sale of common stock
|
|
|
55,000
|
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
2,476
|
|
|
|
20,490
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
-
|
|
|
|
(4
|
)
|
Cash, beginning of period
|
|
|
1
|
|
|
|
5
|
|
Cash, end of period
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part
of these restated unaudited financial statements.
LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.
NOTES TO RESTATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Lotus Bio-Technology Development Corp.
(formerly Starflick.Com) (“we”, “our”,
the “Company”) was formed on March 24, 2011. The company is actively seeking out new opportunities in the Organic and Bio-technology
space.
The Company accepted the resignation of Zoltan
Nagy on June 19, 2017, resigning his position on the Board of Directors, as well as his positions as the sole officer, including principal
executive officer and principal financial officer.
Effective June 19, 2017 the Board of Directors
appointed William Ko to the Board of Directors and as sole officer, including principal executive officer and principal financial officer.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of presentation
The Company’s unaudited restated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”). The accompanying unaudited financial statements reflect all adjustments, consisting of only normal recurring items, which,
in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily
indicative of the results to be expected for the full year ending March 31, 2018. These unaudited financial statements should be read
in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the
year ended March 31, 2017.
Use of estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment.
Actual results could differ from those estimates.
Recently issued accounting pronouncements
The Company has implemented all new accounting
pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless
otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The Company’s financial statements are prepared
using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization
of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover
its operating costs and has an accumulated deficit of $964,932, ($780,00 of which is from non-cash stock compensation expense). The Company’s
existence is dependent upon management’s ability to develop profitable operations. These conditions raise substantial doubt that
the Company will be able to continue as a going concern. These restated financial statements do not include any adjustments that might
result from this uncertainty. Activities to date have been supported by equity financing and demand loans from the Company’s major
shareholder. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan and
new course of action.
NOTE 4 – LOAN PAYABLE
As of December 31, 2017, the Company owed the
former CEO $6,450 for cash advances used to pay certain administrative expenses. The advance is unsecured, non-interest bearing and due
on demand.
NOTE 5 – RELATED PARTY TRANSACTIONS
On August 30, 2017, the Company issued 150,000,000
shares of common stock to Mr. Nagy for services rendered. The shares were valued at $0.0001 for total non-cash stock compensation expense
of $15,000.
On December 1, 2017, the company issued 550,000,000
shares of common stock to friends and family for total cash proceeds of $55,000. The proceeds were used to make payments on the related
part debt of $50,000 and $5,000 on November 16, 2017 and November 24, 2017, respectively.
As of December 31, 2017 and March 31, 2017, the
balance due to the CEO is $10,235 and $62,759, respectively. The balance due is unsecured, non-interest bearing and due on demand.
NOTE 6 – COMMON STOCK
Effective November 21, 2017, the Company increased
its authorized common stock to 800,000,000 shares, par value $0.001, and decreased its preferred stock to 50,000,000 shares, par value
$0.001.
Refer to Note 5 for common stock issued to a related
party.
NOTE 7 – PREFERRED STOCK
The Company has 100,000,000 shares of preferred
stock authorized. The preferred stock may be divided into and issued in series and designated at the authorization of the Board when deemed
necessary.
NOTE 8 – RESTATEMENT
The March 31, 2017 financial statements were restated
to correct errors in accounting for assets, accounts payable, operating expenses and removing the accounting for stock for services.
The following table summarizes changes made
to the March 31, 2017 balance sheet.
|
|
March 31, 2017
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Balance Sheet:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
Property & equipment
|
|
|
5,458
|
|
|
|
(5,458
|
)
|
|
|
-
|
|
Total assets
|
|
$
|
5,463
|
|
|
|
(5,462
|
)
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
15,313
|
|
|
$
|
(3,663
|
)
|
|
$
|
11,650
|
|
Loan payable
|
|
|
-
|
|
|
|
6,450
|
|
|
|
6,450
|
|
Due to related party
|
|
|
51,458
|
|
|
|
11,301
|
|
|
|
62,759
|
|
Total liabilities
|
|
|
66,771
|
|
|
|
14,088
|
|
|
|
80,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
828
|
|
|
|
-
|
|
|
|
828
|
|
Additional paid-in capital
|
|
|
867,263
|
|
|
|
-
|
|
|
|
867,263
|
|
Accumulated deficit
|
|
|
(929,399
|
)
|
|
|
(19,550
|
)
|
|
|
(948,949
|
)
|
Total Stockholders’ Deficit
|
|
|
(61,308
|
)
|
|
|
(19,550
|
)
|
|
|
(80,858
|
)
|
Total liabilities and stockholders’ deficit
|
|
$
|
5,463
|
|
|
$
|
(5,462
|
)
|
|
$
|
1
|
|
The December 31, 2017 financial statements are
being restated to correct errors in accounting for all accounts.
The following table summarizes changes made
to the December 31, 2017 balance sheet.
|
|
December 31, 2017
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Balance Sheet:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
Property & equipment
|
|
|
5,458
|
|
|
|
(5,458
|
)
|
|
|
-
|
|
Total assets
|
|
$
|
5,463
|
|
|
|
(5,462
|
)
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
15,313
|
|
|
$
|
(5,156
|
)
|
|
$
|
10,157
|
|
Loan payable
|
|
|
-
|
|
|
|
6,450
|
|
|
|
6,450
|
|
Due to related party
|
|
|
51,458
|
|
|
|
(41,223
|
)
|
|
|
10,235
|
|
Total liabilities
|
|
|
66,771
|
|
|
|
(39,929
|
)
|
|
|
26,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
828
|
|
|
|
7,000
|
|
|
|
7,828
|
|
Additional paid-in capital
|
|
|
867,263
|
|
|
|
63,000
|
|
|
|
930,263
|
|
Accumulated deficit
|
|
|
(929,399
|
)
|
|
|
(35,533
|
)
|
|
|
(964,932
|
)
|
Total Stockholders’ Deficit
|
|
|
(61,308
|
)
|
|
|
(34,467
|
)
|
|
|
(26,841
|
)
|
Total liabilities and stockholders’ deficit
|
|
$
|
5,463
|
|
|
$
|
(5,462
|
)
|
|
$
|
1
|
|
The following table summarizes changes made
to the December 31, 2017 Statements of Operations.
|
|
For the three months ended
December 31, 2017
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Accounting and legal
|
|
$
|
6,969
|
|
|
$
|
(6,969
|
)
|
|
$
|
-
|
|
Officer compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
General and administrative
|
|
|
4,860
|
|
|
|
(4,238
|
)
|
|
|
622
|
|
Stock transfer management
|
|
|
610
|
|
|
|
(610
|
)
|
|
|
-
|
|
Amortization expense
|
|
|
546
|
|
|
|
(546
|
)
|
|
|
-
|
|
Net Loss
|
|
$
|
(12,985
|
)
|
|
$
|
12,363
|
|
|
$
|
(622
|
)
|
|
|
For the nine months ended
December 31, 2017
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Accounting and legal
|
|
$
|
10,581
|
|
|
$
|
(10,581
|
)
|
|
$
|
-
|
|
Officer compensation
|
|
|
4,500
|
|
|
|
10,500
|
|
|
|
15,000
|
|
General and administrative
|
|
|
4,880
|
|
|
|
(3,897
|
)
|
|
|
983
|
|
Stock transfer management
|
|
|
1,053
|
|
|
|
(1,053
|
)
|
|
|
-
|
|
Amortization expense
|
|
|
1,638
|
|
|
|
(1,638
|
)
|
|
|
-
|
|
Net Loss
|
|
$
|
(22,652
|
)
|
|
$
|
6,669
|
|
|
$
|
(15,983
|
)
|
NOTE 9 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined
that it does not have any material subsequent events to disclose in these financial statements other than the following.
The Company accepted the resignation of William
Ko on December 18, 2018, resigning his position on the Board of Directors and his positions as the sole officer, including principal executive
officer and principal financial officer.
Effective April 10, 2019, the Board of Directors
appointed Zoltan Nagy to the Board of Directors and as sole officer, including principal executive officer and principal financial officer.
Mr. Nagy will serve on the board until the next annual shareholders meeting.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.
Forward-Looking Statements
Certain matters discussed herein are forward-looking
statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:
|
●
|
our future strategic plans;
|
|
●
|
our future operating results;
|
|
●
|
our business prospects;
|
|
●
|
our contractual arrangements and relationships with third parties;
|
|
●
|
the dependence of our future success on the general economy;
|
|
●
|
our possibility of not successfully raising future financings;
and
|
|
●
|
the adequacy of our cash resources and working capital.
|
These forward-looking statements can generally
be identified as such because the context of the statement will include words such as we “believe,” “anticipate,”
“expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives
or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are
described in close proximity to such statements and which could cause actual results to differ materially from those anticipated. Shareholders,
potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned
not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the
date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events
or circumstances.
Company Overview
Lotus Bio-Technology
Development Corp. (formerly Starflick.Com) (“we”, “our”, the “Company”) was formed on March 24, 2011.
Lotus Bio-Technology Development Corp. is a company that is actively seeking out new opportunities in the Organic and Bio-technology space.
Our mandate is to search for companies that are synergistic in our belief that we are an environmentally friendly corporation.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended December 31, 2017 compared
to the Three Months Ended December 31, 2016
We have not yet recognized
any revenue as of December 31, 2017.
For the three months
ended December 31, 2017 our net loss was $622 compared to $18,031 for the three months ended December 31, 2016. In the prior year we incurred
more expenses for professional fees.
Nine Months Ended December 31, 2017 compared
to the Nine Months Ended December 31, 2016
We have not yet recognized
any revenue as of December 31, 2017.
For the nine months ended
December 31, 2017 our net loss was $15,983 compared to $22,652 for the nine months ended December 31, 2016. During the nine months ended
December 31, 2017, we issued 150,000,000 shares of common stock to our CEO for total non-cash expense of $15,000. In the prior year we
incurred more expenses for professional fees.
Liquidity and Capital
Resources
As of December 31, 2017,
we have no available cash, liabilities of $26,842 and an accumulated deficit of $964,932. During the nine months ended December 31, 2017
we used $2,476 of cash in operating activities.
For the nine months ended
December 31, 2017, we received $55,000 from the sale of common stock. The proceeds were used to repay related party debt.
Liquidity and Capital Resources
Our sole officer and sole director is willing
to advance funds to us on an as needed basis until such time as we can sustain our operations without his assistance. At the present time,
we have not made any arrangements to raise additional cash, other than through as described herein. If we need additional cash and can’t
raise it and/or Mr. Nagy will not advance the same, we will either have to suspend operations until we do raise the cash or cease operations
entirely. Other than as described in this paragraph, we have no other financing plans.
Critical Accounting Estimates and Policies
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes
the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited
to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies
are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.
We are subject to various loss contingencies arising
in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability,
as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency
is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount
of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals
should be adjusted.
We recognize deferred tax assets (future tax benefits)
and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis
of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those
differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future
tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not
that this deferred tax asset will be realized.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet
arrangements 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 and would be considered material to
investors.
Recent Accounting Pronouncements
The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that
are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange
Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions
regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls
and procedures were not effective for the quarterly period ended December 31, 2017.
The following aspects of the Company were noted
as potential material weaknesses:
|
●
|
lack of an audit committee
|
|
●
|
lack of segregation of duties
|
|
●
|
Untimely preparation of required SEC filings
|
In designing and evaluating disclosure controls
and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable,
not absolute assurance of achieving the desired objectives. Also, 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.
Changes in Internal Controls
Based on that evaluation, our Chief Executive
Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting
during the quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, the Company’s
internal controls over financial reporting.