ITEM
1. FINANCIAL STATEMENTS
ECARD
INC.
Financial
Statements
March
31, 2020 and December 31, 2019
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To:
|
The
Board of Directors and Stockholders of
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|
ECARD
INC.
|
Results
of Review of Financial Statements
We
have reviewed the accompanying condensed balance sheet of ECARD INC. as of March 31, 2020, the related condensed statements of
operations for the three month periods ended March 31, 2020 and 2019, and the condensed statements of cash flows for the three
month periods ended March 31, 2020 and 2019, including the related notes (collectively referred to as the “interim financial
statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying
interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of
America.
We
have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the balance sheet of the Company as of December 31, 2019, and the related statements of operations, comprehensive loss, changes
in shareholders’ equity and cash flows for the year then ended (not presented herein), and in our report dated March 30,
2020, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying
condensed balance sheet as of December 31, 2019 is fairly stated in all material respects in relation to the financial statements
from which it has been derived.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, the Company had incurred substantial losses during the period, and has a working capital
deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan regarding these
matters are described in Note 3. These financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Basis
for Review Results
These
interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance
with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures
and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit
conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an opinion.
WWC,
P.C.
Certified
Public Accountants
San
Mateo, CA
May
20, 2020
ECARD
INC.
Condensed
Balance Sheets
March
31, 2020 and December 31, 2019
(Unaudited)
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March
31,
2020
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December 31,
2019
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(Unaudited)
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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Accounts payable
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26,481
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10,351
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Due to related parties
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94,221
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90,721
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Accrued liabilities
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3,020
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7,020
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Current liabilities
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123,722
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108,092
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Total liabilities
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123,722
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108,092
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Commitments and contingencies
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Stockholders’ deficiency
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Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding
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-
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-
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Common stock, $0.0001 par value, 250,000,000 shares authorized; 49,511,775 and 49,511,775 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
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4,951
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4,951
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Additional paid-in capital
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1,059,873
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1,059,873
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Accumulated deficit
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(1,188,546
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)
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(1,172,916
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)
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Total Stockholders’ deficiency
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(123,722
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)
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(108,092
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)
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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$
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-
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$
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-
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See
accompanying notes to the financial statements
ECARD
INC.
Condensed
Statements of Operations
For
the thee months ended March 31, 2020 and 2019
(Unaudited)
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For the three months ended
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March 31,
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March 31,
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2020
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2019
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Sales - Net
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$
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-
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$
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-
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Operating Expenses
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General and Administrative
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15,630
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7,625
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Loss from operations
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(15,630
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)
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(7,625
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)
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Other Income (expense)
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-
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-
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Loss before tax
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(15,630
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)
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(7,625
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)
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Income tax
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-
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-
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Net loss
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$
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(15,630
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)
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$
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(7,625
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)
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Net loss per share of common stock (basic and diluted)
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$
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(0.00
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)
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$
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(0.00
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)
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Weighted average number of shares outstanding – basic and diluted
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49,511,775
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49,511,775
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See
accompanying notes to these financial statements
ECARD
INC.
Statements
of Stockholders’ Deficiency
For
the three months ended March 31, 2020 and 2019
(Unaudited)
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Common Stock Issued
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Common Stock to be Issued
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Additional
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No. of
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Par
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No. of
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Par
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Paid in
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Accumulated
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Shares
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Value
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Shares
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Value
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Capital
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Deficit
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Total
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Balance at January 1, 2019
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49,511,775
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$
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4,951
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|
|
|
-
|
|
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$
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-
|
|
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$
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1,059,873
|
|
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$
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(1,146,975
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)
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$
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(82,151
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)
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Net loss
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-
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-
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|
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-
|
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|
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-
|
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-
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(7,625
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)
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(7,625
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)
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Balance at March 31, 2019
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49,511,775
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$
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4,951
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|
-
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$
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-
|
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$
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1,059,873
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$
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(1,154,600
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)
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$
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(89,776
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)
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Common Stock Issued
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Common Stock to be Issued
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Additional
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No. of
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Par
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No. of
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Par
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Paid in
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Accumulated
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Shares
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Value
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Shares
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Value
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Capital
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Deficit
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Total
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Balance at January 1, 2020
|
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49,511,775
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|
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$
|
4,951
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
1,059,873
|
|
|
$
|
(1,172,916
|
)
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$
|
(108,092
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)
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Net loss
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|
-
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|
|
|
-
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-
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-
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|
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-
|
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(15,630
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)
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(15,630
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)
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Balance at March 31, 2020
|
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49,511,775
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$
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4,951
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|
|
|
-
|
|
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$
|
-
|
|
|
$
|
1,059,873
|
|
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$
|
(1,188,546
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)
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$
|
(123,722
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)
|
ECARD INC.
Condensed Statements of Cash Flows
For the three months ended March 31, 2020
and 2019
(Unaudited)
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For the three months ended,
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March 31,
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March 31,
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2020
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2019
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Cash Flows from Operating Activities
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|
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Net loss
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$
|
(15,630
|
)
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|
$
|
(7,625
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)
|
Adjustments to reconcile net loss to net cash used in operating activities:
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|
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Expenses paid by shareholder
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3,500
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9,821
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(Decrease)/increase in accounts payable and accrued expenses
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12,130
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(2,196
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)
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Net cash used in operating activities
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-
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-
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|
|
|
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Decrease in Cash and Cash equivalents
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|
-
|
|
|
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-
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|
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|
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|
|
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Cash and Cash Equivalents—Beginning of Period
|
|
|
-
|
|
|
|
-
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Cash and Cash Equivalents—End of Period
|
|
$
|
-
|
|
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$
|
-
|
|
|
|
|
|
|
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Supplemental Disclosures
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Cash paid for interest
|
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$
|
-
|
|
|
$
|
-
|
|
Cash paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
See
accompanying notes to these financial statements
ECARD
INC.
Notes
to Financial Statements
NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
ECARD
INC. (the “Company”), formerly known as The Enviromart Companies, Inc. until October 23, 2017, was incorporated under
the laws of the State of Delaware on June 18, 2012. On June 21, 2013, the Company completed an acquisition of intangible assets
comprised of intellectual property and trademarks from its former Chief Executive Officer. In conjunction with the acquisition
of the intangible assets, the Company commenced operations.
On
October 5, 2017, the Company entered into a Stock Purchase Agreement (the “SPA”) with Eastone Equities, LLC, a New
York limited liability company (the “Purchaser”) and certain selling stockholders, pursuant to which the Purchaser
acquired 44,566,412 shares of common stock of the Company from Sellers for an aggregate purchase price of $295,000. The transaction
contemplated in the SPA closed on October 9, 2017. The acquired shares represent approximately 90% of issued and outstanding shares
of common stock of the Company. The transaction resulted in a change in control of the Company.
On
October 23, 2017, the Company, with the unanimous approval of its board of directors by written consent in lieu of a meeting,
filed a Certificate of Amendment (the “Second Certificate of Amendment”) with the Secretary of State of Delaware.
As a result of the Second Certificate of Amendment, the Company changed its name to “ECARD INC.”, effective as of
October 23, 2017.
Currently,
the Company only possesses minimal assets and liabilities, and did not have any substantial business operations; accordingly,
there were no significant revenues or positive cash flows for the three months ended March 31, 2020. Management’s efforts
are focused on seeking out a new and profitable operating business with strong growth potential. From and after the sale, unless
and until the Company completes an acquisition, its expenses are expected to consist solely of legal, accounting and compliance
costs, including those related to complying with reporting obligations under the Securities and Exchange act of 1934.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements of the Company have been prepared using the accrual basis of accounting and in accordance with
accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities
and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the periods presented herein have been
reflected.
The
condensed financial statements of the Company as of and for three months ended March 31, 2020 and 2019 are unaudited. In the opinion
of management, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the
financial position of the Company as of March 31, 2020, the results of its operations for the three months ended March 31, 2020
and 2019, and its cash flows for the three months ended March 31, 2020 and 2019. Operating results for the interim periods presented
are not necessarily indicative of the results to be expected for a full fiscal year. The condensed balance sheet at December 31,
2019 has been derived from the Company’s audited financial statements included in the Form 10-K for the year ended December
31, 2019.
The
statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission
(the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These financial
statements should be read in conjunction with the financial statements and other information included in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC.
Use
of Estimates and Assumptions
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 and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited
consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ
from those estimates.
ECARD
INC.
Notes
to Financial Statements
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash
equivalents.
Concentration
of Risk
Deposits
made at financial institutions in the United States are subject to federally depository insurance maximum; deposits in excess
of the amount are subject to concentrations of credit risk of the financial institution; however, Management believe that financial
institutions located in the US are unlikely to become insolvent.
Income
Taxes
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. 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. Valuation allowances are established, when necessary, to reduce deferred tax assets
to the amounts expected to be realized.
Basic
and Diluted Earnings (Loss) Per Share
Basic
earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share is based on
the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic earnings per share is computed
by dividing net income/loss available to common stockholders (numerator) by the weighted average number of common shares outstanding
(denominator) during the period. Weighted average number of shares used to calculate basic and diluted loss per share is considered
the same as the effect of dilutive shares is anti-dilutive for all periods presented. There were no potentially dilutive or anti-dilutive
securities during the three months ended March 31, 2020, and 2019.
Stock-Based
Compensation
The
Company expenses all stock-based payments to employees and non-employee directors based on the grant date fair value of the awards
over the requisite service period, adjusted for estimated forfeitures.
Recently
Issued Financial Accounting Standards
Management
has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements
will not have a material effect on the Company’s financial statements.
ECARD
INC.
Notes
to Financial Statements
NOTE
3. GOING CONCERN
During
the three months ended March 31, 2020, the Company has been unable to generate cash flows sufficient to support its operations
and has been dependent on capital contributions prior controlling shareholders, and related party advances from the current controlling
shareholder. In addition, the Company has experienced recurring net losses, and has an accumulated deficit of $1,188,546, and
working capital deficit of $123,722 as of March 31, 2020. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability
or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company
be unable to continue as a going concern.
There
can be no assurance that sufficient funds required during the next year or thereafter will be generated from any future operations
or that funds will be available from external sources such as debt or equity financings or other potential sources. If the
Company is unable to raise capital from external sources when required, there would be a material adverse effect on its business.
Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms
or that they will not have a significant dilutive effect on the Company’s existing stockholders. Management is now seeking
an operating company with which to merge or acquire. In the foreseeable future, the Company will rely on related parties such
as its controlling shareholder, to provide advances to funds general corporate purposes and any potential acquisitions of profitable
investments. There is no assurance, however, that the Company will achieve its objectives or goals.
NOTE
4. RELATED PARTY TRANSACTIONS
During
the three months ended March 31, 2020, the Company’s shareholder paid expenses on behalf of the Company in the amount of
$3,500. This amount has been recorded as amount due to related party. As of March 31, 2020 and December 31, 2019, the outstanding
balance was $94,221 and $90,721, respectively. The balance is unsecured, non-interest bearing, and due on demand with no specified
repayment schedule.
NOTE
5. STOCKHOLDERS’ EQUITY
Shares
issued and outstanding
As
of March 31, 2020 and December 31, 2019, there were 49,511,775 and 49,511,775 shares issued and outstanding, respectively.
NOTE
6. COMMITMENTS AND CONTINGENCIES
Except
as disclosed herein, we are not a party to any pending legal proceeding. To the knowledge of our management, except as disclosed
herein, no federal, state or local governmental agency is presently contemplating any proceeding against us.
NOTE
7. SUBSEQUENT EVENTS
The
Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued.
There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions
that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements,
and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance
sheet but arose subsequent to that date.
The
Company has evaluated subsequent events through the date the financial statements were issued and up to the time of filing with
the Securities and Exchange Commission and has determined that were no material subsequent events that came to management’s
attention that required disclosure.
ITEM
2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Forward-looking
Statements
Statements
made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future performance and our business, including, without
limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,”
“would,” “could,” “should,” “expects,” “projects,” “anticipates,”
“believes,” “estimates,” “plans,” “intends,” “targets” or similar
expressions.
Forward-looking
statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause
actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic
or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment,
legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting
principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive,
governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly,
results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only
as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements
to reflect events or circumstances occurring after the date of such statements.
Overview
On
June 21, 2013, the Company completed the acquisition of certain assets from Michael R. Rosa, its chief executive officer, and
commenced business operations. Since completing the acquisition, the Company has raised capital, hired employees, leased space,
engaged consultants and advisors, conducted extensive sales and marketing related activities both domestically and internationally,
negotiated vendor relationships and engaged seller’s representatives.
As
of January 2, 2015, the Company’s business was operated through its wholly-owned subsidiary, EnviroPack Technologies, Inc.
Effective on or about January 15, 2015, the Company changed its name to The Enviromart Companies, Inc. and the Company’s
wholly-owned subsidiary, EnviroPack Technologies, Inc., changed its name to Enviromart Industries, Inc.
On
October 23, 2017, the Company, with the unanimous approval of its Board by written consent in lieu of a meeting, has changed its
name to “ECARD INC.”, effective as of October 23, 2017, pursuant to the filing of the Second Certificate of Amendment
with the Secretary of State of Delaware.
Sale
of Operating Business
On
February 16, 2016, The Rushcap Group, Inc. (“Rushcap”), an affiliate of Mark Shefts (then a significant shareholder),
notified us that, effective March 31, 2016, it was discontinuing its funding of our wholly owned subsidiary under the Inventory
Financing Agreement dated June 19, 2015. Rushcap reserved the right to discontinue the funding prior to March 31, 2016, if it
so determined. The discontinuation of funding will have a material adverse effect on our business, financial condition and results
of operation, as we did not believe that we would be able to timely secure funding to replace the discontinued Inventory Financing.
In
light of the discontinuation of funding, our Board spent approximately one month assessing the operating company’s current
business and funding prospects, including whether to transfer the operating subsidiary to Michael R. Rosa, our founder and a significant
shareholder, in accordance with that certain Agreement between the Company, Mr. Rosa and Mr. Shefts, dated July 14, 2014 (“Break-up
Agreement”). The Break-up Agreement was disclosed in the Company’s Current Report on Form 8-K filed July 18, 2014,
which is incorporated herein by this reference.
Our
Board concluded that the discontinuation of funding would have a material adverse effect on our business, financial condition
and results of operation, as it did not believe that it would be able to timely secure funding to replace the discontinued Inventory
Financing.
On
March 17, 2016, our Board approved the sale of our sole operating subsidiary, Enviromart Industries, Inc., to Michael R. Rosa,
our founder and a significant shareholder, as contemplated by that certain Agreement between us, Mr. Rosa and Mark Shefts, dated
July 14, 2014 (“Break-up Agreement”). The Break-up Agreement was originally disclosed in our Current Report on Form
8-K filed July 18, 2014, which is incorporated herein by this reference.
On
March 21, 2016, we entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, Inc., our
sole operating subsidiary, pursuant to which we transferred to Mr. Rosa all the issued and outstanding capital stock of Enviromart
Industries, Inc.
In
consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares of the Company’s
common stock then owned by him, which shares have been returned to the status of authorized and unissued shares. In addition,
Mr. Rosa and Enviromart Industries, Inc. (the Companies former operating subsidiary) agreed to assume and discharge any and all
of the Company’s liabilities existing as the closing date, of which there were none, as all of the Company’s operations
have been conducted through Enviromart Industries, Inc. (its sole operating subsidiary).
The
above described purchase and sale transaction closed on July 21, 2016, effective April 1, 2016, and was approved by a majority
of the Company’s shareholders by written consent on May 4, 2016. Upon consummation of the purchase and sale transaction,
the Company’s operating business has been discontinued, and it will focus on seeking to acquire an operating business with
strong growth potential.
Upon
the closing of the purchase and sale transaction, Mr. George Adyns resigned from our Board and all offices held by him.
On
October 5, 2017, the Company entered into the SPA with Eastone Equities and certain selling stockholders, pursuant to which
Eastone Equities acquired 44,566,412 shares of common stock of the Company from Sellers for an aggregate purchase price of
$295,000. The transaction contemplated in the SPA closed on October 9, 2017. The Shares represent approximately 90% of issued
and outstanding common stocks of the Company. The transaction has resulted in a change in control of the Company.
On
October 23, 2017, the Company, with the unanimous approval of its Board by written consent in lieu of a meeting, changed its name
to “ECARD INC.”, effective as of October 23, 2017, pursuant to the filing of a Certificate of Amendment with the Secretary
of State of Delaware.
On
July 6, 2018, the Company made a submission with FINRA and requested a change of ticker symbol from “EVRT” to “ECRD”.
The Company’s common stock is currently quoted on the OTC market (OTCPINK), under the symbol “ECRD”.
All
of the disclosures in this Quarterly Report on Form 10-Q must be viewed in light of the disposition of our sole operating subsidiary,
as our operating business has been discontinued, and the value of our company is now dependent upon our ability to locate and
consummate the acquisition of an operating business with strong growth potential.
Results
of Operations
For the quarter ended March 31, 2020, we had net loss of $15,630
as compared to a net loss of $7,625 for the year ended March 31, 2019. The increase in loss was due primarily to increase in professional
fees. This loss is not expected to recur in subsequent periods. Unless and until the Company completes the acquisition of an operating
business, the Company’s expenses are expected to consist of the legal, accounting and administrative costs of maintaining
a public company.
General
and Administrative Expenses
General
and administrative expenses were $15,630 for the quarter ended March 31, 2020 as compared to $7,625 for the quarter ended March
31, 2019. General and administrative expenses consist primarily of professional fees.
Recent
Developments
None.
Critical
Accounting Policies and Significant Judgments and Estimates
The
Securities and Exchange Commission (“SEC”) issued disclosure guidance for “critical accounting policies.”
The SEC defines “critical accounting policies” as those that require the application of management’s most difficult,
subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently
uncertain and may change in subsequent periods.
Our
significant accounting policies are described below. We anticipate that the following accounting policies will require the application
of our most difficult, subjective or complex judgments:
Concentration
of Risk
Financial
instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are
maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains
amounts on deposit with a financial institution that are in excess of the federally insured limits. The risk is managed by maintaining
all deposits in high quality financial institutions.
Income
Taxes
Income
taxes are provided in accordance with FASB ASC 740 “Accounting for Income Taxes”. A deferred tax asset or liability
is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred
tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of
the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment. As of March 31, 2020, all deferred tax assets continue to be fully reserved.
Liquidity
and Capital Resources
As
of March 31, 2020, the Company had minimal cash.
As
disclosed elsewhere in the Report, on October 5, 2017, we entered into a SPA with Eastone Equities, LLC. (“Eastone”)
and certain selling stockholders listed in the Exhibit A of the SPA, pursuant to which we transferred to Eastone 44,566,412 shares
of our issued and outstanding shares for a purchase price of $295,000. The transaction contemplated in the SPA closed on October
9, 2017 (the “Closing”) and resulted in a change of control.
Simultaneously
with the Closing, Mr. Wayne Tsao was appointed as the Company’s Chief Executive Officer, President and the Chairman of the
Board, and Ms. Charlene Cheng was appointed as the Chief Financial Officer and a director of the Board, all became effective on
October 23, 2017.
As
a result of the closing of the SPA and change of control, the Company with new management team is focusing on seeking to acquire
an operating business with strong growth potential.
The
value of our company is now dependent upon our ability to locate and consummate the acquisition of an operating business with
strong growth potential. As of the date of filing of this Report, we have minimal cash. However, prior to completing an acquisition,
our expenses will consist primarily of compliance costs associated with being a public company, and we expect these compliance
costs to be substantially less than they have been historically, at least until we complete an acquisition transaction. Also,
as noted above, we have issued stock in exchange for office space and all other services needed to maintain the company as a public
company with respect to calendar year 2017.
If
we need to raise additional funds, we intend to do so through equity and/or debt financing.
Going
Concern Consideration
During
the three months ended March 31, 2020, the Company has been unable to generate cash flows sufficient to support its operations
and has been dependent on capital contributions prior controlling shareholders, and related party advances from the current controlling
shareholder. In addition, the Company has experienced recurring net losses, and has an accumulated deficit of $1,188,546, and
working capital deficit of $123,722 as of March 31, 2020. These factors raise substantial doubt about the Company’s ability
to continue as a going concern.
There
can be no assurance that sufficient funds required during the next year or thereafter will be generated from any future operations
or that funds will be available from external sources such as debt or equity financings or other potential sources. If the Company
is unable to raise capital from external sources when required, there would be a material adverse effect on its business. Furthermore,
there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will
not have a significant dilutive effect on the Company’s existing stockholders. The Company is now seeking an operating company
with which to merge or acquire. There is no assurance, however, that the Company will achieve its objectives or goals.
Off-Balance
Sheet Arrangements
The
Company has no off-balance sheet arrangements as defined in Item 303(a) (4) (ii) of the SEC’s Regulation S-K.