Notes
to Unaudited Condensed Consolidated Financial Statements
1.
NATURE OF OPERATIONS
Video
River Networks, Inc. (the “Company”) is a technology firm that operates and manages a portfolio of Electric Vehicles, Artificial
Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) assets, businesses and operations in North America. The Company’s
current and target portfolio businesses and assets include operations that design, develop, manufacture and sell high-performance fully
electric vehicles and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential
utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies.
The Company currently maintains minor equity interest in: (1) Tesla, Inc. (TSLA), a California based maker of high-performance fully
electric vehicles; (2) Electrameccanica Vehicles Corp. (SOLO), a British Columbia, Canada headquartered company that designs and builds
the all-electric SOLO and the Tofino all-electric sport coupe; (3) Lordstown Motors Corp. (RIDE), a Lordstown, Ohio based company that
designs and manufactures electric vehicles; (4) Fisker Inc. (FSR), a Los Angeles, California headquartered company that designs and builds
all-electric, zero-emissions vehicles; (5) Nikola Corporation (NKLA), a Phoenix, Arizona company that designs and manufactures electric
components, drivetrains and vehicles.
Our
current technology-focused business model was a result of our board resolution on September 15, 2020 to spin-in our specialty real estate
holding business to an operating subsidiary and then pivot back to being a technology company. The Company has now returned back to its
original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and
remote, mission-critical devices. In addition to above list, the Company intends to spread its wings into the Electric Vehicles, Artificial
Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets, targeting acquisition, ownership and operation
of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.
Video
River Networks, prior to September 15, 2020, used to be a specialty real estate holding company, focuses on the acquisition, ownership,
and management of specialized industrial properties. Prior to its real estate business model, the Company’s Power Controls Division
has used wireless technology to control both residential utility meters and remote, mission-critical devices since 2002.
The
current management of the Company resulted from a purchase of voting control of the Company by Community Economic Development Capital
LLC, (“CED Capital”) a California limited liability company. After the change of control transaction, CED Capital spun out
the control-stock to its sole unitholder before being sold to the Company for $1. Thereafter CED Capital became an operating subsidiary
of the Company. We used the acquisition of method of accounting for acquisition of subsidiaries by the Group method to account for this
transaction. The cost of the acquisition was measured as the fair value of the assets given, equity instruments issued and liabilities
incurred or assumed at the date of exchange.
As
previously disclosed on our Form 8-K filed with the Securities and Exchange Commission, on December 8, 2019, on October 29, 2019, the
company sold one (1) Special 2019 series A preferred share (one preferred share is convertible 150,000,000 share of common stocks) of
the company for Fifty Thousand and 00/100 ($50,000/00) Dollars, to Community Economic Development Capital LLC, a California limited liability
company. The Special preferred share controls 60% of the company’s total voting rights. The issuance of the preferred share to
Community Economic Development Capital LLC gave to Community Economic Development Capital LLC, the controlling vote to control and dominate
the affairs of the company theretofor.
Following
the completion of above mentioned transactions, the company pivoted the business model to become a specialty real estate holding company
for specialized assets including, affordable housing, opportunity zones properties, commercial facilities, industrial and commercial
real estate, and other real estate related services.
On
September 15, 2020, Video River Networks, Inc. (the “Company”) entered into a stock purchase agreement with Kid Castle Educational
Corporation (“Kid Castle”), an entity related to, and controlled by our President and CEO with respect to the purchase through
private placement, of 900,000 shares of its preferred stock at a purchase price of $3 in cash and a transfer of 100% interest in, and
control of Community Economic Development Capital, LLC (a California Limited Liability Company). The shares were issued to the investors
without registration under the Securities Act of 1933 based upon exemptions from registration provided under Section 4(2) of the Act
and Regulation D promulgated thereunder. The issuances did not involve any public offering; no general solicitation or general advertising
was used in connection with the offering.
On
April 21, 2021, the Company sold Cannabinoid Biosciences, Inc. (“CBDX”), a California corporation, to Premier Information
Management, Inc. for $1 in cash. As further consideration pursuant to the stated sales, CBDX returned Kid Castle Educational Inc., the
parent Company of GMPW, the 100,000 shares of KDCE preferred stock and 900,000,000 shares of KDCE common stock that CBDX bought in October
of 2019. Pursuant to the April 21, 2021 transaction, CBDX ceased from being a subsidiary of GMPW, effective April 1, 2021.
As
at the time of these transactions, all four businesses involved in the transactions were controlled by Mr. Frank I Igwealor. Because
both the buyer and seller in the above acquisitions were under the control of the same person, the transaction was classified as “common
control transaction and therefore fall under “Transactions Between Entities Under Common Control” subsections of ASC 805-50.
Under ASC 805-50, “assets transferred to the entity are generally not stepped up to fair value. Instead, they are recorded at the
ultimate parent’s historical cost basis. Whether the transaction should be retrospectively or prospectively applied is dependent
on the nature of the common control transaction. Transfer of net assets or a business are reflected retrospectively, whereas transfers
of assets are prospective.” “The financial statements of the receiving entity should report results of operations for the
period in which the transfer occurs as though the transfer of net assets or exchange of equity interests had occurred at the beginning
of the period. Results of operations for that period will thus comprise those of the previously separate entities combined from the beginning
of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period.”
As
at the time of this transaction, all four businesses involved in the transaction were controlled by Mr. Frank I Igwealor. Because both
the buyer and seller in the above acquisitions were under the control of the same person, the transaction was classified as “common
control transaction and therefore fall under “Transactions Between Entities Under Common Control” subsections of ASC 805-50.
Following the acquisition, the Company now has 55% of the voting control of and 100% of operating and financial control of Kid Castle.
The
consolidated financial statements of the Company therefore include Kid Castle Educational Corporation and its subsidiary, GiveMePower
Corporation, and all wholly owned (or majority owned) subsidiaries of GiveMePower including Alpharidge Capital LLC. (“Alpharidge”),
Community Economic Development Capital, LLC. (“CED Capital”), and Cannabinoid Biosciences, Inc. (“CBDX”), and
subsidiaries, in which it has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”)
provisions of ASC 810, “Consolidation” (“ASC 810”), after elimination of intercompany transactions and accounts.
Following
the completion of the transaction with Kid Castle, the Company having been partly freed of the internally-managed real estate holding
business that focused on the acquisition, ownership and management of specialized industrial properties, affordable housing and opportunity
zone real estate properties and businesses, has decided to return back to its original technology-focused businesses of Power Controls,
Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices. In addition to above list,
the Company is spreading its wings into the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”)
businesses/markets, targeting acquisition, ownership and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.
The
consolidated financial statements of the Company therefore include Kid Castle Educational Corporation, whose main operating subsidiary
is GiveMePower Corporation, a Nevada corporation with operating subsidiaries that includes Alpharidge Capital LLC. (“Alpharidge”),
Community Economic Development Capital, LLC. (“CED Capital”), and subsidiaries, in which GiveMePower has a controlling voting
interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation”
(“ASC 810”), after elimination of intercompany transactions and accounts.
Alpharidge’s
Entrepreneurship Development Initiative
In
April of 2021, Alpharidge launched its Entrepreneurship Development Initiative which entails: (1) Portfolio – acquiring OTC trading
shells with stop signs and cleaning them up to become Pink Current, then merging them with emerging businesses controlled by Alpharidge-trained
entrepreneurs; and (2) Custodianship – use the custodianship process in Nevada and Delaware to acquire custodianship of abandoned
OTC-trading shells, clean them up to become Pink Current, then merging them with emerging businesses controlled by Alpharidge-trained
entrepreneurs.
On
April 22, 2021, Alpharidge retained a Nevada based Attorney to petition for custodianship of Mondial Ventures, Inc. Alpharidge later
lost the attempt and expensed all related cost as Professional fees – legal. On May 5, 2021, Alpharidge purchase from the open
market, Labwire, Inc., (LBWR) and Waypoint Biomedical, Inc., both of which it has brought Pink Current. As at the date of this reports,
Alpharidge’ Entrepreneurship Development Initiative Portfolio has bought also purchase Nano Mobile Healthcare, Inc. to make it
3 shells. The Custodianship has petitioned for MNVN, HMLA, TONR, ECMH, ABWN, FPMI, NTGL, CGUD, ICOA, SRBT, USWF, NWTT, USBC, WRMA, WWRL,
HERF, NRCD, TGMR, ITRX, AFFN, UTDE, AOBI, SRCX, ADCV, DVFI, APWL, CIVX, NHLG, ILIM, CCWF, TMXN, MNDP, JPEX, SVLT, MTEI, CAMG, CDBT, ERGO,
NOUV, ICNM, PRDL, OCLG, ILST and FCGD, altogether 44 petitions filed within 8 weeks. Of the 44, Alpharidge lost, walked-away, or withdrew
from 9 petitions.” Cost related to the successful petitions were capitalized on the Company’s balance sheet as “Entrepreneurship
Development” and those related to failed petitions were expensed in the period incurred as “Professional Fees - legal.”
Alpharidge
Capital LLC anticipates its Entrepreneurship Development to be an ongoing business. It expects to generate income and expense cost related
to this line of business.
Crypto
Currency Mining Operation
During
the period between March 3 to March 16 2021, the Company tried unsuccessfully, to acquire Bitcentro/Buzzmehome’s CryptoCurrency
mining operations in Canada for $500,000 in cash. The deal fell through because of misunderstanding between parties as to the timing
and duration of due diligence period.
After
the failed acquisition attempt, the Company contracted with Brady Fernandes, a Los Angeles resident who claimed expertise in the crypto
mining industry. The Company contracted with Brady for $9,200 to commence the project of helping the company to build out its own in-house
cryptocurrency mining farm. Brady has commenced building our first rig and has also ordered the necessary equipment to add rigs to our
crypto currency mining farm. On April 28, 2021, the Company paid additional $10,000 to Mr. Fernandez for ordering additional equipment
for building out it crypto currency mining farm.
We
have dedicated a line-item, “Crypto Currency Mining Rigs,” on our balance to track all our investments in the Crypto Currency
Mining Operation. We plan to build out a fully operating farm in California, using solar energy to mitigate the high cost of energy in
California.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its subsidiaries, in which the Company has a controlling voting
interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation”
(“ASC 810”). Inter-company balances and transactions have been eliminated upon consolidation.
ASC
810 requires that the investor with the controlling financial interest should consolidate the investee/affiliate. ASC 810-10 requires
that an equity interest investor consolidates a VIE when it retains an investment in the entity, is considered a variable interest investor
in the entity, and is the primary beneficiary of the entity. An investor in a VIE is a “variable interest beneficiary” when,
per an arrangement’s governing documents, the investor will absorb a portion of the VIE’s expected losses or will receive
a portion of the entity’s “residual returns.” The variable interest beneficiary retaining a controlling financial interest
in the VIE is designated as its “primary beneficiary” and must consolidate the VIE. A variable interest beneficiary retains
a “controlling financial interest” in a VIE when that beneficiary retains the power to direct the activities of the VIE that
have the greatest influence over the VIE’s economic performance and retains an obligation to absorb the VIE’s significant
losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the ASC 810 test above,
Video River Networks Inc. is the primary beneficiary of Kid Castle Educational Corporation (the “VIE”) because Video River
Networks retained a controlling financial interest in the VIE and has the power to direct the activities of the VIE, having the greatest
influence over the VIE’s economic performance and retains an obligation to absorb the VIE’s significant losses and the right
to determine and receive benefits from the VIE.
Since
Video River Networks, Inc. exercises control of 55% of the voting shares and 100% of the operational and financial control of Kid Castle
Educational Corporation, the consolidation rule requires that the Revenue, Assets and Liabilities recognized and disclosed on the financial
statements of Kid Castle Educational Corporation are also recognized and disclosed on the financial statements of Video River Networks,
Inc. pursuant to ASC 810.
NOTE
2. GOING CONCERN
Our
financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. While this
would make it our third profitable quarter in a row, we still operate limited ongoing business operations that generate income. For the
three and nine months ended September 30, 2021, we reported net income of $79,734 and $946,676 respectively, and an accumulated deficit
of $18,541,562 as of September 30, 2021. These conditions raise substantial doubt about our ability to continue as a going concern. The
financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue
as a going concern is dependent upon our ability to (a) continue to run our current businesses profitably, (b) raise additional debt,
or (c) equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management
and profitable operations. No assurances can be given that we will be successful in achieving these objectives.
NOTE
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform
to accounting principles generally accepted in the United States of America and have been consistently applied. The Company has elected
a calendar year of December 31 year-end.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company, its subsidiaries, in which the Company has a controlling voting
interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation”
(“ASC 810”). The consolidated financial statements include the Company and Kid Castle Educational Corporation and all of
its controlled subsidiary companies. All significant intercompany accounts and transactions have been eliminated. Investments in business
entities in which we do not have control, but we have the ability to exercise significant influence over operating and financial policies
(generally 20% to 50% ownership) are accounted for using the equity method of accounting. Operating results of acquired businesses are
included in the Consolidated Statements of Income from the date of acquisition. We consolidate variable interest entities if we have
operational and financial control, and are deemed to be the >50.1% beneficiary of the profit and loss of the entity. Operating results
for variable interest entities in which we are determined to be the primary beneficiary are included in the Consolidated Statements of
Income from the date such determination is made.
COVID-19
Risks, Impacts and Uncertainties
COVID-19
Risks, Impacts and Uncertainties — We are subject to the risks arising from COVID-19’s impacts on the residential real estate
industry. Our management believes that these impacts, which include but are not limited to the following, could have a significant negative
effect on our future financial position, results of operations, and cash flows: (i) prohibitions
or limitations on in-person activities associated with residential real estate transactions; (ii) lack of consumer desire for in-person
interactions and physical home tours; and (iii) deteriorating economic conditions, such as increased unemployment rates, recessionary
conditions, lower yields on individuals’ investment portfolios, and more stringent mortgage financing conditions.
In addition, we have considered the impacts and uncertainties of COVID-19 in our use of estimates in preparation of our consolidated
financial statements. These estimates include, but are not limited to, likelihood of achieving performance conditions under performance-based
equity awards, net realizable value of inventory, and the fair value of reporting units and goodwill for impairment.
In
April 2020, following the government lockdown order, we asked all employees to begin to work from their homes and we also reduced the
number of hours available to each of our employees by approximately by approximately 75%. These actions taken in response to the economic
impact of COVID-19 on our business resulted in a reduction of productivity for the period ended September 30, 2021. All cost related
to these actions are included in general and administrative expenses, as these costs were determined to be direct and incremental.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles (“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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash
and Cash Equivalents
We
maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of
the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
As of September 30, 2021 and December 31, 2020, we did maintain $218,707 and $1,630 balance of cash equivalents respectively.
Financial
Instruments
The
estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These
estimates involved uncertainties and could not be determined with precision. The carrying amount of the our accounts payable and accruals,
our accruals- related parties and loans – related parties approximate their fair values because of the short-term maturities of
these instruments.
Fair
Value Measurements:
ASC
Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value
and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value
and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets
for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level
1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets
and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on
the New York Stock Exchange.
Level
2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported
date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced
with models using highly observable inputs.
Level
3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included
in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts
used to determine the fair value of financial transmission rights.
Our
financial instruments consist of accounts payable and accruals and our accruals- related parties. The carrying amount of the out accounts
payable and accruals, accruals- related parties and loans – related parties approximates their fair values because of the short-term
maturities of these instruments.
The
Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, and line of credit. The estimated
fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its
carrying amount due to the short maturity of these instruments.
Financial
Instruments
In
the normal course of business, the Investment Funds may trade various financial instruments and enter into certain investment activities,
which may give rise to off-balance-sheet risks, with the objective of capital appreciation or as economic hedges against other securities
or the market as a whole. The Investment Funds’ investments may include futures, options, swaps and securities sold, not yet purchased.
These financial instruments represent future commitments to purchase or sell other financial instruments or to exchange an amount of
cash based on the change in an underlying instrument at specific terms at specified future dates. Risks arise with these financial instruments
from potential counterparty non-performance and from changes in the market values of underlying instruments.
Credit
concentrations may arise from investment activities and may be impacted by changes in economic, industry or political factors. The Investment
Funds routinely execute transactions with counterparties in the financial services industry, resulting in credit concentration with respect
to the financial services industry. In the ordinary course of business, the Investment Funds may also be subject to a concentration of
credit risk to a particular counterparty. The Investment Funds seek to mitigate these risks by actively monitoring exposures, collateral
requirements and the creditworthiness of its counterparties.
The
Investment Funds have entered into various types of swap contracts with other counterparties. These agreements provide that they are
entitled to receive or are obligated to pay in cash an amount equal to the increase or decrease, respectively, in the value of the underlying
shares, debt and other instruments that are the subject of the contracts, during the period from inception of the applicable agreement
to its expiration. In addition, pursuant to the terms of such agreements, they are entitled to receive or obligated to pay other amounts,
including interest, dividends and other distributions made in respect of the underlying shares, debt and other instruments during the
specified time frame. They are also required to pay to the counterparty a floating interest rate equal to the product of the notional
amount multiplied by an agreed-upon rate, and they receive interest on any cash collateral that they post to the counterparty at the
federal funds or LIBOR rate in effect for such period.
The
Investment Funds may trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of a standardized
amount of a deliverable grade commodity, security, currency or cash at a specified price and specified future date unless the contract
is closed before the delivery date. Payments (or variation margin) are made or received by the Investment Funds each day, depending on
the daily fluctuations in the value of the contract, and the whole value change is recorded as an unrealized gain or loss by the Investment
Funds. When the contract is closed, the Investment Funds record a realized gain or loss equal to the difference between the value of
the contract at the time it was opened and the value at the time it was closed.
The
Investment Funds may utilize forward contracts to seek to protect their assets denominated in foreign currencies and precious metals
holdings from losses due to fluctuations in foreign exchange rates and spot rates. The Investment Funds’ exposure to credit risk
associated with non-performance of such forward contracts is limited to the unrealized gains or losses inherent in such contracts, which
are recognized in other assets and accrued expenses and other liabilities in our consolidated balance sheets.
The
Investment Funds may also enter into foreign currency contracts for purposes other than hedging denominated securities. When entering
into a foreign currency forward contract, the Investment Funds agree to receive or deliver a fixed quantity of foreign currency for an
agreed-upon price on an agreed-upon future date unless the contract is closed before such date. The Investment Funds record unrealized
gains or losses on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into
such contracts and the forward rates at the reporting date.
Furthermore,
the Investment Funds may also purchase and write option contracts. As a writer of option contracts, the Investment Funds receive a premium
at the outset and then bear the market risk of unfavorable changes in the price of the underlying financial instrument. As a result of
writing option contracts, the Investment Funds are obligated to purchase or sell, at the holder’s option, the underlying financial
instrument. Accordingly, these transactions result in off-balance-sheet risk, as the Investment Funds’ satisfaction of the obligations
may exceed the amount recognized in our consolidated balance sheets.
Certain
terms of the Investment Funds’ contracts with derivative counterparties, which are standard and customary to such contracts, contain
certain triggering events that would give the counterparties the right to terminate the derivative instruments. In such events, the counterparties
to the derivative instruments could request immediate payment on derivative instruments in net liability positions.
Derivatives
From
time to time, our subsidiaries enter into derivative contracts, including purchased and written option contracts, swap contracts, futures
contracts and forward contracts. U.S. GAAP requires recognition of all derivatives as either assets or liabilities in the balance sheet
at their fair value. The accounting for changes in fair value depends on the intended use of the derivative and its resulting designation.
For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument,
based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. Gains
and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item or are deferred
and reported as a component of accumulated other comprehensive loss and subsequently recognized in earnings when the hedged item affects
earnings. The change in fair value of the ineffective portion of a financial instrument, determined using the hypothetical derivative
method, is recognized in earnings immediately. The gain or loss related to financial instruments that are not designated as hedges are
recognized immediately in earnings. Cash flows related to hedging activities are included in the operating section of the consolidated
statements of cash flows. For further information regarding our derivative contracts, see Note 6, “Financial Instruments.”
Marginal
Loan Payable
The
Company entered into a marginal loan agreement as part of its new trading account process in 2019 with the Company’s brokerage
for the purchase of securities and to fund the underfunded balance. The marginal loan payable bears interest at 0% per annum and interest
and unpaid principal balance is payable on the maturity date. The balance of this account as of September 30, 2021 is $0.
Investment
– Trading Securities
All
investment securities are classified as trading securities and are carried at fair value in accordance with ASC 320 Investments —
Debt and Equity Securities. Investment transactions are recorded on a trade date basis. Realized gains or losses on sales of investments
are based on the first-in, first-out or the specific identification method. Realized and unrealized gains or losses on investments are
recorded in the statements of operations as realized and unrealized gains or losses as net revenue. All investment securities are held
and transacted by the Company’s broker firm. The Company did not hold more than 3% of equity of the shares of any public companies
as investments As of September 30, 2021
All
investments that are listed on a securities exchange are valued at their last sales price on the primary securities exchange on which
such securities are traded on such date. Securities that are not listed on any exchange but are traded over-the-counter are valued at
the mean between the last “bid” and “ask” price for such security on such date. The Company does not have any
investment securities for which market quotes are not readily available.
The
Company’s trading securities are held by a third-party brokerage firm, and composed of publicly traded companies with readily available
fair value which are quoted prices in active markets.
Related
Party Transactions:
A
related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s
immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control
with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between related parties. As at September 30, 2021, the Company
has a loan balance of $903,248 from company that is controlled by the Company’s majority stockholder. Additionally, during the
period under review, the Company paid rent $1,793 to a company that is controlled by the Company’s majority stockholder. See NOTE
7 for more details of our related party transactions.
The
Company’s Other accrued liabilities entail licensing fees owned to Poverty Solutions, Inc., a control entity. The related party
is a California nonprofit corporation that specialized in developing and deploying programs that help low-income persons and families
to divest poverty, through affordable housing, real estate development, financial capability training, venture capital initiatives, private
equity operations, and algorithmic trading models designs. The transaction is arm-length and 20/80 distribution is standard practice
in the hedge-fund and private-equity industry.
Leases:
In
February 2016, the FASB issued ASU 2016-02, “Leases” that requires for leases longer than one year, a lessee to recognize
in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term,
and a lease liability, representing the liability to make lease payments. The accounting update also requires that for finance leases,
a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements
of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update
requires expanded disclosures about the nature and terms of lease agreements. The Company has reviewed the new standard and does not
expect it to have a material impact to the statement of financial condition or its net capital.
Income
Taxes:
The
provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized
for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities,
and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted
tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record
a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Uncertain
Tax Positions:
We
evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained
upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold
it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the
largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and
penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long term liabilities
in the financial statements.
Revenue
Recognition:
The
Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue:
(1) a legally enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations
relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any
variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations;
and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that
control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed
nature of the selling prices of the products and services delivered and the collectability of those amounts. The adoption of ASC 606
did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded.
The
Company generates revenue primarily from: (1) the sale of homes/properties, (2) commissions and fees charged on each real estate services
transaction closed by our lead agents or partner agents, and (3) sales of trading securities using its broker firm, less original purchase
cost. Net trading revenues primarily consist of revenues from trading securities earned upon completion of trade, net of any trading
fees. A trading is completed when earned and recognized at a point in time, on a trade-date basis, as the Company executes trades. The
Company records trading revenue on a net basis, trading sales less original purchase cost. Net realized gains and losses from securities
transactions are determined for federal income tax and financial reporting purposes on the first-in, first-out method and represent proceeds
on disposition of investments less the cost basis of investments. Sale of real estate properties are recognized at the sales price/amount
and the total cost (including cost of rehabilitations) associated with the property acquisition and rehabilitation are classified in
Cost of Goods Sold (COGS).
During
three and nine months ended September 30, 2021, the Company did recognized revenue of $1,998,489 and 6,040,683 from operations, and $0
and $62 in dividend income respectively.
Professional
Fees:
We
expense professional fees when incurred. During the period ended September 30, 2021, the Company did recognize professional fees of $135,261
compared to $66,059 we spent in the period ended.
Real
Estate
Revenue
Recognition: Revenue from real estate sales and related costs are recognized at the time of closing primarily by specific identification.
We shall account for our leases as follows: (i) for operating leases, revenue is recognized on a straight line basis over the lease term
and (ii) for financing leases (x) minimum lease payments to be received plus the estimated value of the property at the end of the lease
are considered the gross investment in the lease and (y) unearned income, representing the difference between gross investment and actual
cost of the leased property, is amortized to income over the lease term so as to produce a constant periodic rate of return on the net
investment in the lease. We have no real estate sales in the three and nine months ended September 30, 2021
Alpharidge’s
Entrepreneurship Development Initiative (EDI)
EDI
Program Summary
In
April of 2021, Alpharidge launched its Entrepreneurship Development Initiative which entails: (1) Portfolio – acquiring OTC trading
shells with stop signs and cleaning them up to become Pink Current, then merging them with emerging businesses controlled by Alpharidge-trained
entrepreneurs; and (2) Custodianship – use the custodianship process in Nevada and Delaware to acquire custodianship of abandoned
OTC-trading shells, clean them up to become Pink Current, then merging them with emerging businesses controlled by Alpharidge-trained
entrepreneurs.
To
launch its Entrepreneurship Development Initiative, Alpharidge Capital, LLC drew $0.9 million from its $ million LOC with LA Community
Capital. On April 22, 2021, Alpharidge retained a Nevada based Attorney to petition for custodianship of Mondial Ventures, Inc. Alpharidge
later lost the attempt and expensed all related cost as Professional fees – legal. On May 5, 2021, Alpharidge purchase from the
open market, Labwire, Inc., (LBWR) and Waypoint Biomedical, Inc., both of which it has brought Pink Current. As at the date of this reports,
Alpharidge’ Entrepreneurship Development Initiative Portfolio has bought also purchase Nano Mobile Healthcare, Inc. to make it
3 shells. The Custodianship has petitioned for MNVN, HMLA, TONR, ECMH, ABWN, FPMI, NTGL, CGUD, ICOA, SRBT, USWF, NWTT, USBC, WRMA, WWRL,
HERF, NRCD, TGMR, ITRX, AFFN, UTDE, AOBI, SRCX, ADCV, DVFI, APWL, CIVX, NHLG, ILIM, CCWF, TMXN, MNDP, JPEX, SVLT, MTEI, CAMG, CDBT, ERGO,
NOUV, ICNM, PRDL, OCLG, ILST and FCGD, altogether 44 petitions filed within 8 weeks. Of the 44, Alpharidge lost, walked-away, or withdrew
from 9 petitions.” Cost related to the successful petitions were capitalized on the Company’s balance sheet as “Entrepreneurship
Development” and those related to failed petitions were expensed in the period incurred as “Professional Fees - legal.”
EDI
Long-Term Goals
Alpharidge
Capital LLC anticipates its Entrepreneurship Development to be an ongoing business. It expects to generate income and expense cost related
to this line of business.
Accounting
and Reporting for EDI
Costs
are accumulated by shells as follows: (1) legal cost to petition court for custodianship of an abandoned shell; (2) State taxes and fees
to revive or reinstate company into good standing; (3) payment to Transfer agents to clear outstanding balance; and (4) fees paid to
consultants, SEC and OTC Market group for systems access and compliance reporting. The total expenses attracted by each custodianship
or portfolio investments are itemized to the named shell/investment for better cost-recovery analysis. Total accumulated fees are expensed
at the time each shell is sold. As of September 30, 2021, Alpharidge has sold two such shells and expensed the total accumulated costs
related to each shell sold.
The
initial equity investment required by the State Statute to be eligible to seek custodianship of each target is accounted for at cost
and booked into an assets account classified as “Investment Entrepreneurship Devpt.” Each of these shells is available to
be sold within 12 months.
As
at the date of this report, Alpharidge Capital has successfully cleaned 21 of the 35 shells; paid all the most of the State’s minimum
tax and fees for reinstatement and revival; cleared most of the outstanding balances with the respective shell’s Transfer Agents;
brought the 21 into compliance with the minimum reporting requirements using the alternative reporting systems available through the
OTC Market Groups systems. The remaining 14 are waiting for access to the Edgar filing systems to start making necessary report available
to meet the requirements. Of those 21, Alpharidge Capital has executed definite agreements to sell two of the shells for profit. In addition,
except for minor disagreements of a unique merger clause that is of particular interest to Alpharidge, agreements for the sale of additional
three shells are almost complete. Alpharidge is also incompliance with the Nevada court custodianship process reporting requirements.
As
of September 30, 2021, total value of Entrepreneurship Development was $2,974,133, comprising of $0.3 million in capitalized legal fees,
$1.4 million statutory equity stake, $0.7 million in State charter reinstatement fees paid, and $0.5 million in other costs.
Concentrations
of Credit Risk
The
Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents.
The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company maintains cash balances
at financial institutions within the United States which are insured by the Federal Deposit Insurance Corporation (“FDIC”)
up to limits of approximately $250,000. The Company has not experienced any losses with regard to its bank accounts and believes it is
not exposed to any risk of loss on its cash bank accounts. It is possible that at times, the company’s cash and cash equivalents
with a particular financial institution may exceed any applicable government insurance limits. In such situation, the Company’s
management would assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes
that any associated credit risk exposures would be addressed and mitigated.
Stock
Based Compensation:
The
cost of equity instruments issued to non-employees in return in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees”
for goods and services is measured by the fair value of the goods or services received or the measurement date fair value of the equity
instruments issued, whichever is the more readily determinable. Measurement date for non-employees is the earlier of performance commitment
date or the completion of services. The cost of employee services received in exchange for equity instruments is based on the grant date
fair value of the equity instruments issued in accordance with ASC 718 “Compensation - Stock Compensation.”
NOTE
4. COMMITMENTS & CONTINGENCIES
Legal
Proceedings
We
were not subject to any legal proceedings as of September 30, 2021 and to the best of our knowledge, no legal proceedings are pending
or threatened.
The
Company’s principal executive office is located at 370 Amapola Ave., Suite 200A, Torrance, CA 90501. The space is a shared office
space, which at the current time is suitable for the conduct of our business. The Company has no real property and do not presently owned
any interests in real estate. As at September 30, 2021, the Company has spent about $1,793 on rent which was paid to Poverty Solutions
to sublet office space for the company operations.
From
time to time, the Company may be involved in certain legal actions and claims arising in the normal course of business. Management is
of the opinion that such matters will be resolved without material effect on the Company’s financial condition or results of operations.
Contractual
Obligations
We
were not subject to any contractual obligations as at September 30, 2021.
NOTE
5. NET TRADING REVENUE
The
Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with
Customers. The Company’s net revenue primarily consists of revenues from sales of trading securities using its broker firm, TD
Ameritrade less original purchase cost. Net trading revenues primarily consist of revenues from trading securities earned upon completion
of trade, net of any trading fees. A trading is completed when earned and recognized at a point in time, on a trade-date basis, as the
Company executes trades. The Company records trading revenue on a net basis, trading sales less original purchase cost and licensing
fee.
Net
trading revenue consisted of the following:
SCHEDULE
OF NET TRADING REVENUE
January
1, 2021 to September 30, 2021
|
|
Total
|
|
Revenue from sales of securities
|
|
$
|
5,194,298
|
|
Cost of securities
|
|
|
(2,719,477
|
)
|
Platform License Fees
|
|
|
(1,382,374
|
)
|
Net
income from trading securities
|
|
$
|
1,092,447
|
|
NOTE
6. SALES – INVESTMENT PROPERTY
Real
Estate
Sales
and other disposition of properties from Real Estate Investments holdings:
Dispositions
SCHEDULE
OF REAL ESTATE INVESTMENTS SALES
|
|
30-Sep-21
|
|
|
31-Dec-20
|
|
Description
|
|
|
|
|
|
|
|
|
Sales - Investment
property
|
|
$
|
700,385
|
|
|
$
|
1,205,000
|
|
Cost:
|
|
|
|
|
|
|
|
|
Closing
costs
|
|
|
|
|
|
|
(11,522
|
)
|
Commissions
Paid
|
|
|
(35,019
|
)
|
|
|
(60,645
|
)
|
Developer
Fees
|
|
|
|
|
|
|
(95,750
|
)
|
Escrow
& Title
|
|
|
(3,617
|
)
|
|
|
(6,714
|
)
|
Investment
property sold
|
|
|
(674,846
|
)
|
|
|
(917,825
|
)
|
Mortgage
Payoff
|
|
|
|
|
|
|
(51,879
|
)
|
Property
Taxes
|
|
|
(1,386
|
)
|
|
|
(20,064
|
)
|
Recording
Charges
|
|
|
(4,213
|
)
|
|
|
(7,048
|
)
|
Seller
Credit
|
|
|
|
|
|
|
(8,380
|
)
|
Miscellaneous
Debits/Credits
|
|
|
(3,261
|
)
|
|
|
(8,380
|
)
|
Total costs
|
|
|
(722,341
|
)
|
|
|
(1,179,827
|
)
|
|
|
|
|
|
|
|
|
|
Gain on real estate
investment sales
|
|
$
|
(21,956
|
)
|
|
$
|
25,173
|
|
NOTE
7. LINE OF CREDIT / LOANS - RELATED PARTIES
The
Company considers its founders, managing directors, employees, significant shareholders, and the portfolio Companies to be affiliates.
In addition, companies controlled by any of the above named is also classified as affiliates.
Line
of credit from related party consisted of the following:
SCHEDULE
OF LINE OF CREDIT FROM RELATED PARTY
|
|
September
30,
2021
|
|
|
December
31,
2020
|
|
September 2019
(line of credit) - Line of credit with maturity date of September 14, 2022 with 0% interest per annum with unpaid principal balance
and accrued interest payable on the maturity date.
|
|
$
|
0
|
|
|
$
|
63,632
|
|
May
20, 2020 (line of credit) Line of credit with maturity date of May 4, 2025 with 0% interest per annum with unpaid principal balance
and accrued interest payable on the maturity date.
|
|
|
903,248
|
|
|
|
540,524
|
|
Total Line of credit - related party
|
|
|
903,248
|
|
|
|
604,156
|
|
Less: current portion
|
|
|
|
|
|
|
(63,632
|
)
|
Total
Long-term Line of credit - related party
|
|
$
|
903,248
|
|
|
$
|
540,524
|
|
Goldstein
Franklin, Inc. - $190,000 line of credit
On
February 28, 2020, the Company amended its line of credit agreement to increase it to the amount of $190,000 with maturity date of September
14, 2022. The line of credit bears interest at 0% per annum and interest and unpaid principal balance is payable on the maturity date.
As of September 30, 2021, the Company had $0 balance due on this LOC.
Los
Angeles Community Capital - $1,500,000 line of credit
On
May 5, 2020, the Company amended its line of credit agreement to increase it to the amount of $ with maturity date of . The line of credit bears interest at % per annum and interest and unpaid principal balance is payable on the maturity date.
The
Company does not own any property. It currently shares a leased office with two other organizations that are affiliated to its principal
shareholder at 370 Amapola Ave., Suite 200A, Torrance, California 90501. Its principal shareholder and seasonal staff use this location.
The approximate cost of the shared office space varies between $650 and $850 per month. The Company intends to start recording rent expense
of $7,800 for the year that would end December 31, 2020.
Affiliate
Receivables and Payables
The
Company considers its officers, managing directors, employees, significant shareholders and the Portfolio Companies to be affiliates.
In addition, companies controlled by any of the above named is also classified as affiliates. As at September 30, 2021 and December 31,
2020, the Company’s controlling firm and significant stockholder advanced $903,248 and $604,156 respectively, to the Company for
working capital. These advances are non-interest bearing and payable on demand. Details of Due from Affiliates and Due to Affiliates
were comprised of the following:
SCHEDULE
OF AFFILIATE RECEIVABLES AND PAYABLES
|
|
September
30,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
Due
from Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
|
$
|
0
|
|
Due
to Affiliates
|
|
|
|
|
|
|
|
|
Due to Goldstein Franklin who have been
lending
operating capital to the company
|
|
$
|
0
|
|
|
$
|
63,632
|
|
Due to Poverty Solutions who holds 11.7% of
the Company’s outstanding common stock
|
|
|
1,382,374
|
|
|
|
0
|
|
Due to Los Angeles Community
Capital – advance used to acquire Investment Real Estate and Entrepreneurship Development
|
|
|
903,248
|
|
|
|
540,524
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,285,622
|
|
|
$
|
604,156
|
|
Affiliate
Receivables and Payables - Other Accrued Liabilities
Other
accrued liabilities entail licensing fees owned to Poverty Solutions, Inc., a control entity that owns 11.70% of the outstanding shares
of Company’s common stock. The related party is a California nonprofit corporation that specialized in developing and deploying
programs that help low-income persons and families to divest poverty, through affordable housing, real estate development, financial
capability training, venture capital initiatives, private equity operations, and algorithmic trading models designs. The transaction
is arm-length and 20/80 distribution is standard practice in the hedge-fund and private-equity industry.
NOTE
8. EARNINGS (LOSS) PER SHARE
Net
Loss per Share Calculation:
Basic
net loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number
of common shares outstanding for the period. Dilutive earnings per share include the effect of any potentially dilutive debt or equity
under the treasury stock method, if including such instruments is dilutive, assuming all dilutive potential common shares were issued.
Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company’s diluted earnings (loss)
per share is the same as the basic earnings/loss per share for the period January 1, 2021 to September 30, 2021, as there are no potential
shares outstanding that would have a dilutive effect.
SCHEDULE
OF EARNINGS (LOSS) PER SHARE
January
1, 2021 to September 30, 2021
|
|
Amount
|
|
Net income
|
|
$
|
946,676
|
|
Dividends
|
|
|
62
|
|
Stock option
|
|
|
-
|
|
Adjusted net income
attribution to stockholders
|
|
$
|
946,677
|
|
|
|
|
|
|
Weighted-average shares of common stock outstanding
|
|
|
|
|
Basic
and Diluted
|
|
|
177,922,436
|
|
Net changes in fair value at end of the period
|
|
|
|
|
Basic
and Diluted
|
|
$
|
0.0053
|
|
NOTE
9. INCOME TAXES
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax
assets As of September 30, 2021 and December 31, 2020 based on estimates of recoverability. While the Company has optimistic plans for
its business strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and
the uncertainty with respect to its ability to generate sufficient profits from its business model.
We
did not provide any current or deferred US federal income tax provision or benefit for any of the periods presented in these financial
statements because we have accumulated substantial operating losses over the years. When it is more likely than not, that a tax asset
cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided
a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has
determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry
forward periods.
The
Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the periods ended
June 30, 2021 or December 31, 2020 as defined under ASC 740, “Accounting for Income Taxes.” We did not recognize any adjustment
to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit
on the balance sheet.
A
reconciliation of the differences between the effective and statutory income tax rates for the period ended September 30, 2021and December
31, 2020:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE RECONCILIATION
|
|
Percent
|
|
|
30-Sep-21
|
|
|
31-Dec-20
|
|
|
|
|
|
|
|
|
|
|
|
Federal statutory rates
|
|
|
34
|
%
|
|
$
|
(6,304,131
|
)
|
|
$
|
(6,591,191
|
)
|
State income taxes
|
|
|
5
|
%
|
|
|
(927,078
|
)
|
|
|
(969,293
|
)
|
Permanent differences
|
|
|
-0.5
|
%
|
|
|
92,708
|
|
|
|
96,929
|
|
Valuation allowance
against net deferred tax assets
|
|
|
-38.5
|
%
|
|
|
7,138,501
|
|
|
|
7,463,555
|
|
Effective rate
|
|
|
0
|
%
|
|
$
|
-
|
|
|
$
|
-
|
|
As
at September 30, 2021 and December 31, 2020, the significant components of the deferred tax assets are summarized below:
SCHEDULE
OF DEFERRED TAX ASSETS
|
|
30-Sep-21
|
|
|
31-Dec-20
|
|
Deferred income tax asset
|
|
|
|
|
|
|
|
|
Net operation
loss carryforwards
|
|
|
18,541,562
|
|
|
|
19,385,856
|
|
Total deferred income tax
asset
|
|
|
7,231,209
|
|
|
|
7,560,484
|
|
Less:
valuation allowance
|
|
|
(7,231,209
|
)
|
|
|
(7,560,484
|
)
|
Total deferred income
tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company has recorded As of September 30, 2021 and December 31, 2020, a valuation allowance of $7,231,209 and $7,560,484 respectively,
as it believes that it is more likely than not that the deferred tax assets will not be realized in future years. Management has based
its assessment on the Company’s lack of profitable operating history.
The
valuation allowance $$7,231,209 at September 30, 2021 decreased compared to December 31, 2020 of $7,560,484 as a result of the Company
generating additional net operating income of $866,764. The Company conducts an analysis of its tax positions and has concluded that
it has no uncertain tax positions as of ended June 30, 2021 or December 31, 2020.
For
the period ended September 30, 2021or December 31, 2020, the Company has net operating loss carry-forwards of approximately $18,541,562
and $19,385,856 respectively. Such amounts are subject to IRS code section 382 limitations and expire in 2033.
NOTE
10. RECENTLY ACCOUNTING PRONOUNCEMENTS
Recently
Issued Accounting Standards
ASU
2019-12 — In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019- 12, Simplifying the
Accounting for Income Taxes. The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to
the general principles in Accounting Standards Codification (“ASC”) Topic 740, Income Taxes. The amendments also improve
consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will
be effective for the Company’s fiscal year beginning October 1, 2021, with early adoption permitted. The transition requirements
are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company does not
expect this ASU to have a material impact on its condensed consolidated financial statements.
ASU
2016-13 — In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which amends
FASB ASC Topic 326, Financial Instruments - Credit Losses. In addition, in May 2019, the FASB issued ASU 2019-05, Targeted
Transition Relief, which updates FASB ASU 2016-13. These ASU’s require financial assets measured at amortized cost to be presented
at the net amount to be collected and broadens the information, including forecasted information incorporating more timely information,
that an entity must consider in developing its expected credit loss estimate for assets measured. These ASU’s are effective for
fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for
fiscal years beginning after December 15, 2018. Most of our financial assets are excluded from the requirements of this standard as they
are measured at fair value or are subject to other accounting standards. In addition, certain of our other financial assets are short-term
in nature and therefore are not likely to be subject to significant credit losses beyond what is already recorded under current accounting
standards. As a result, we currently do not anticipate this standard to have a significant impact on our consolidated financial statements.
In
August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurements,
which amends FASB ASC Topic 820, Fair Value Measurements. This ASU eliminates, modifies and adds various disclosure requirements
for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those
fiscal years. Certain disclosures are required to be applied using a retrospective approach and others using a prospective approach.
Early adoption is permitted. The various disclosure requirements being eliminated, modified or added are not significant to us. As a
result, we currently do not anticipate this standard to have a significant impact on our consolidated financial statements.
In
August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement
That is a Service Contract, which amends FASB ASC Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software. This
ASU adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements.
The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract
with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements
that include an internal-use software license). This ASU is effective for fiscal years beginning after December 15, 2019, and interim
periods within those fiscal years. The amendments in this ASU should be applied either using a retrospective or prospective approach.
Early adoption is permitted. We currently do not anticipate this standard to have a significant impact on our consolidated financial
statements.
In
August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) –
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance
in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to
continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing
so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management
to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently
in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation
every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s
plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans,
(5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a
period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update
are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. We currently
do not anticipate this standard to have a significant impact on our consolidated financial statements.
In
January 2013, the FASB issued ASU No. 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting
Assets and Liabilities.” This ASU clarifies that the scope of ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures
about Offsetting Assets and Liabilities.” applies only to derivatives, repurchase agreements and reverse purchase agreements,
and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in
FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are
effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. We currently do not anticipate
this standard to have a significant impact on our consolidated financial statements.
In
February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of
Accumulated Other Comprehensive Income.” The ASU adds new disclosure requirements for items reclassified out of accumulated
other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal
years beginning after December 15, 2013. We currently do not anticipate this standard to have a significant impact on our consolidated
financial statements.
In
February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, “Liabilities (Topic 405): Obligations
Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date.”
This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements
including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public
entities for fiscal years, and interim periods within those years, beginning after December 15, 2013. We currently do not anticipate
this standard to have a significant impact on our consolidated financial statements.
In
March 2013, the FASB issued ASU No. 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative
Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in
a Foreign Entity.” This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a
part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets
that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments
should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective
prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We currently do not anticipate
this standard to have a significant impact on our consolidated financial statements.
In
March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.”
The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent.
Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation
is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution
of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary
bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for
example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation
differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements
prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation
by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation
of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling
liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual
reporting periods beginning after December 15, 2013, and interim reporting periods therein. We currently do not anticipate this standard
to have a significant impact on our consolidated financial statements.
We
have reviewed all the recently issued, but not yet effective, accounting pronouncements. Management does not believe that any recently
issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting
pronouncements are issued, we will adopt those that are applicable under the circumstances.
NOTE
11. INVESTMENT SECURITIES (TRADING)
Investment
Investments
and securities purchased, not yet sold consist of equities, bonds, bank debt and other corporate obligations, all of which are reported
at fair value in our consolidated balance sheets. These investments are considered trading securities. In addition, our Investment segment
has certain derivative transactions which are discussed below in “Financial Instruments.”
Investment
Securities (Trading): The Company applied the fair value accounting treatment for trading securities per ASC 320, with unrealized
gains and losses recorded in net income each period. Debt securities classified as trading should be measured at fair value in the currency
in which the debt securities are denominated and remeasured into the investor’s functional currency using the spot exchange rate
at the balance sheet date.
Trading
securities are treated using the fair value method, whereby the value of the securities on the company’s balance sheet is equivalent
to their current market value. These securities will be recorded in the current assets section under the Investment Securities account
and will be offset in the shareholder’s equity section under the unrealized proceeds from sale of short-term investments”
account. The Short Term Investments account amount represents the current market value of the securities, and the “Unrealized Proceeds
From Sale of Short Term Investments” account represents the cash proceeds that the company would receive if it were to sell the
investments at the end of the specified accounting period.
NOTE
12. REAL ESTATE INVESTMENTS
Current
Holdings of Real Estate Investments:
As
of September 30, 2021, the Company has no available-for-sale real estate properties.
NOTE
13. MARGINAL LOAN PAYABLE
The
Company’s subsidiary, Alpharidge Capital LLC. entered into a marginal loan agreement as part of its new trading account process
in 2019 with a brokerage firm for the purchase of securities and to fund the underfunded balance. The balance of this account as at September
30, 2021 is $0.
NOTE
14. RELATED PARTY TRANSACTIONS
RELATED
PARTIES
The
managing member, CEO and director of the Company is involved in other business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity becomes available, he may face a conflict in selecting between the Company
and his other business interests. The Company is formulating a policy for the resolution of such conflicts.
The
Company had the following related party transactions:
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Line
of Credit – On September 15, 2019, the Company entered into a line of credit agreement in the amount of $41,200 with Goldstein
Franklin, Inc. which is owned and operated by Frank I. Igwealor, Chief Executive Officer of the Company. The maturity date of the
line of credit is February 15, 2020. The line of credit agreement was amended to the amount of $190,000 and maturity date of September
14, 2022. The line of credit bears interest at 0% per annum and interest and unpaid principal balance is payable on the maturity
date. As of September 30, 2021, the Company had repaid the entire balance on the LOC
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Line
of credit - On May 5, 2020, the Company entered into a line of credit agreement in the amount of $ with Los Angeles Community
Capital, which is owned and operated by Frank I. Igwealor, Chief Executive Officer of the Company. The maturity date of the line
of credit is . The line of credit bears interest at % per annum and interest and unpaid principal balance is payable
on the maturity date. The Company has drawn $ from the line of credit as of September 30, 2021.
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The
company’s principal shareholder has advanced the Company most of the money it uses to fund working capital expenses. This advance
is unsecured and does not carry an interest rate or repayment terms. As of September 30, 2021 and December 31, 2020, the Company has
$903,248 and $540,524, respectively, in long-term loans obligation from related parties.
The
Company does not own any property. It currently shares a leased office with two other organizations that are affiliated to its principal
shareholder at 370 Amapola Ave., Suite 200A, Torrance, California 90501. Its principal shareholder and seasonal staff use this location.
The approximate cost of the shared office space varies between $650 and $850 per month
NOTE
15. SPIN-OFF AND RESTRUCTURING
None
at the moment
NOTE
16. SHAREHOLDERS’ EQUITY
Preferred
Stock
As
of September 30, 2021 and December 31, 2020, we were authorized to issue 10,000,000 and shares of preferred stock with a par value of
$0.001 respectively.
The
Company has 1 and 1 shares of preferred stock were issued and outstanding during the periods period ended September 30, 2021and December
31, 2020 respectively.
Common
Stock
The
Company is authorized to issue 200,000,000 shares of common stock with a par value of $0.001 as at September 30, 2021 and December 31,
2020 respectively.
Period
ended September 30, 2021
The
Company has issued 177,922,436 shares and 177,922,436 shares of our common stock to more than 163 shareholders as at September 30,
2021 and December 31, 2020 respectively.
Warrants
No
warrants were issued or outstanding during the period
ended September 30, 2021and 2020.
Stock
Options
The
Company has never adopted a stock option plan and has never issued any stock options.
NOTE
17. SUBSEQUENT EVENTS
Pursuant
to ASC 855-10, the Company evaluated subsequent events after September 30, 2021 through November 15, 2021, the date these financial statements
were issued and has determined there have been no subsequent events for which disclosure is required. The Company did not have any material
recognizable subsequent events that required disclosure in these financial statements.