LOTUS
BIO-TECHNOLOGY DEVELOPMENT CORP.
TABLE
OF CONTENTS
LOTUS
BIO-TECHNOLOGY DEVELOPMENT CORP.
BALANCE
SHEETS
|
|
September 30,
2017
|
|
|
March 31,
2017
|
|
|
|
(Restated)/
(Unaudited)
|
|
|
(Restated)/
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
1
|
|
|
$
|
1
|
|
Total current assets
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
11,011
|
|
|
$
|
11,650
|
|
Loan payable
|
|
|
6,450
|
|
|
|
6,450
|
|
Due to related party
|
|
|
63,759
|
|
|
|
62,759
|
|
Total Current Liabilities
|
|
|
81,220
|
|
|
|
80,859
|
|
Total Liabilities
|
|
|
81,220
|
|
|
|
80,859
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit:
|
|
|
|
|
|
|
|
|
Preferred Stock, par value $0.00001, 100,000,000 shares authorized; no shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common Stock, par value $0.00001, 300,000,000 shares authorized; 232,775,000 and 82,775,000 shares issued and outstanding, respectively
|
|
|
2,328
|
|
|
|
828
|
|
Additional paid-in capital
|
|
|
880,763
|
|
|
|
867,263
|
|
Accumulated deficit
|
|
|
(964,310
|
)
|
|
|
(948,949
|
)
|
Total Stockholders’ Deficit
|
|
|
(81,219
|
)
|
|
|
(80,858
|
)
|
Total Liabilities and Stockholders’ Deficit
|
|
$
|
1
|
|
|
$
|
1
|
|
The
accompanying notes are an integral part of these restated unaudited financial statements.
LOTUS
BIO-TECHNOLOGY DEVELOPMENT CORP.
STATEMENTS
OF OPERATIONS
(Unaudited)
|
|
For the Three Months Ended September 30,
|
|
|
For the Six Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(Restated)
|
|
|
|
|
|
(Restated)
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
271
|
|
|
$
|
3,111
|
|
|
$
|
361
|
|
|
$
|
4,621
|
|
Officer stock compensation
|
|
|
15,000
|
|
|
|
-
|
|
|
|
15,000
|
|
|
|
|
|
Total operating expenses
|
|
|
15,271
|
|
|
|
3,111
|
|
|
|
15,361
|
|
|
|
4,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
$
|
(15,271
|
)
|
|
$
|
(3,111
|
)
|
|
$
|
(15,361
|
)
|
|
$
|
(4,621
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before provision for income tax
|
|
|
(15,271
|
)
|
|
|
(3,111
|
)
|
|
|
(15,361
|
)
|
|
|
(4,621
|
)
|
Provision for income tax
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net Loss
|
|
$
|
(15,271
|
)
|
|
$
|
(3,111
|
)
|
|
$
|
(15,361
|
)
|
|
$
|
(4,621
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share, basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic and diluted
|
|
|
131,688,043
|
|
|
|
82,775,000
|
|
|
|
107,231,522
|
|
|
|
82,775,000
|
|
The
accompanying notes are an integral part of these restated unaudited financial statements.
LOTUS
BIO-TECHNOLOGY DEVELOPMENT CORP.
STATEMENT
OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2016 AND 2017
(Unaudited)
|
|
Common
Stock
|
|
|
Common Stock
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
Balance, March 31, 2016
|
|
|
82,775,000
|
|
|
$
|
828
|
|
|
$
|
867,263
|
|
|
$
|
(929,399
|
)
|
|
$
|
(61,308
|
)
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,510
|
)
|
|
|
(1,510
|
)
|
Balance, June 30, 2016
|
|
|
82,775,000
|
|
|
|
828
|
|
|
|
867,263
|
|
|
|
(930,909
|
)
|
|
|
(62,818
|
)
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,111
|
)
|
|
|
(3,111
|
)
|
Balance, September 30, 2016
|
|
|
82,775,000
|
|
|
$
|
828
|
|
|
$
|
867,263
|
|
|
$
|
(934,020
|
)
|
|
$
|
(65,929
|
)
|
|
|
Common
Stock
|
|
|
Common Stock
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
Balance, March 31, 2017 (restated)
|
|
|
82,775,000
|
|
|
$
|
828
|
|
|
$
|
867,263
|
|
|
$
|
(948,949
|
)
|
|
$
|
(80,858
|
)
|
Net Loss (restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(90
|
)
|
|
|
(90
|
)
|
Balance, June 30, 2017 (restated)
|
|
|
82,775,000
|
|
|
|
828
|
|
|
|
867,263
|
|
|
|
(949,039
|
)
|
|
|
(80,948
|
)
|
Shares issued for services – related party
|
|
|
150,000,000
|
|
|
|
1,500
|
|
|
|
13,500
|
|
|
|
-
|
|
|
|
15,000
|
|
Net Loss (restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(15,271
|
)
|
|
|
(15,271
|
)
|
Balance, September 30, 2017 (restated)
|
|
|
232,775,000
|
|
|
$
|
2,328
|
|
|
$
|
880,763
|
|
|
$
|
(964,310
|
)
|
|
$
|
(81,219
|
)
|
The
accompanying notes are an integral part of these restated unaudited financial statements.
LOTUS
BIO-TECHNOLOGY DEVELOPMENT CORP.
STATEMENTS
OF CASH FLOWS
(Unaudited)
|
|
For the Six Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Restated)
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(15,361
|
)
|
|
$
|
(4,621
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Amortization expense
|
|
|
-
|
|
|
|
546
|
|
Common stock issued for officer compensation
|
|
|
15,000
|
|
|
|
-
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
(639
|
)
|
|
|
(5,419
|
)
|
Net cash used in operating activities
|
|
|
(1,000
|
)
|
|
|
(9,494
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Related party advances
|
|
|
1,000
|
|
|
|
9,490
|
|
Net cash provided by financing activities
|
|
|
1,000
|
|
|
|
9,490
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
-
|
|
|
|
(4
|
)
|
Cash, beginning of period
|
|
|
1
|
|
|
|
5
|
|
Cash, end of period
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these restated unaudited financial statements.
LOTUS
BIO-TECHNOLOGY DEVELOPMENT CORP.
NOTES
TO RESTATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2017
NOTE
1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Lotus
Bio-Technology Development Corp.
(formerly
Starflick.Com) (“we”, “our”, the “Company”) was formed on March 24, 2011. The company is actively
seeking out new opportunities in the Organic and Bio-technology space.
The
Company accepted the resignation of Zoltan Nagy on June 19, 2017, resigning his position on the Board of Directors, as well as
his positions as the sole officer, including principal executive officer and principal financial officer.
Effective
June 19, 2017 the Board of Directors appointed William Ko to the Board of Directors and as sole officer, including principal executive
officer and principal financial officer.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
Company’s unaudited restated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited financial statements reflect all
adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement
of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full
year ending March 31, 2018. These unaudited financial statements should be read in conjunction with the financial statements and
related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2017.
Use
of estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant
estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Recently
issued accounting pronouncements
The
Company has implemented all new accounting pronouncements that are in effect and applicable. These pronouncements did not have
any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any
other new accounting pronouncements that have been issued that might have a material impact on its financial position or results
of operations.
NOTE
3 – GOING CONCERN
The
Company’s financial statements are prepared using accounting principles generally accepted in the United States of America
applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course
of business. The Company has not established any source of revenue to cover its operating costs and has an accumulated deficit
of $964,310, ($780,000 of which is from non-cash stock compensation expense). The Company’s existence is dependent upon management’s
ability to develop profitable operations. These conditions raise substantial doubt that the Company will be able to continue as
a going concern. These restated financial statements do not include any adjustments that might result from this uncertainty. Activities
to date have been supported by equity financing and demand loans from the Company’s major shareholder. Management continues
to seek funding from its shareholders and other qualified investors to pursue its business plan and new course of action.
NOTE
4 – LOAN PAYABLE
As
of September 30, 2017, the Company owed the former CEO $6,450 for cash advances used to pay certain administrative expenses. The
advance is unsecured, non-interest bearing and due on demand.
NOTE
5 – RELATED PARTY TRANSACTIONS
As
of September 30, 2017 and March 31, 2017, the balance due to the CEO is $63,759 and $62,759, respectively. The balance due is
unsecured, non-interest bearing and due on demand.
On
August 30, 2017, the Company issued 150,000,000 shares of common stock to Mr. Nagy for services rendered. The shares were valued
at $0.0001 for total non-cash stock compensation expense of $15,000.
NOTE
6 – PREFERRED STOCK
The
Company has 100,000,000 shares of preferred stock authorized. The preferred stock may be divided into and issued in series and
designated at the authorization of the Board when deemed necessary.
NOTE
7 – RESTATEMENT
The
March 31, 2017 financial statements were restated to correct errors in accounting for assets, accounts payable, operating expenses
and removing the accounting for stock for services.
The
following table summarizes changes made to the March 31, 2017 balance sheet.
|
|
March 31, 2017
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Balance Sheet:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
Property & equipment
|
|
|
5,458
|
|
|
|
(5,458
|
)
|
|
|
-
|
|
Total assets
|
|
$
|
5,463
|
|
|
|
(5,462
|
)
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
15,313
|
|
|
$
|
(3,663
|
)
|
|
$
|
11,650
|
|
Loan payable
|
|
|
-
|
|
|
|
6,450
|
|
|
|
6,450
|
|
Due to related party
|
|
|
51,458
|
|
|
|
11,301
|
|
|
|
62,759
|
|
Total liabilities
|
|
|
66,771
|
|
|
|
14,088
|
|
|
|
80,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
828
|
|
|
|
-
|
|
|
|
828
|
|
Additional paid-in capital
|
|
|
867,263
|
|
|
|
-
|
|
|
|
867,263
|
|
Accumulated deficit
|
|
|
(929,399
|
)
|
|
|
(19,550
|
)
|
|
|
(948,949
|
)
|
Total Stockholders’ Deficit
|
|
|
(61,308
|
)
|
|
|
(19,550
|
)
|
|
|
(80,858
|
)
|
Total liabilities and stockholders’ deficit
|
|
$
|
5,463
|
|
|
$
|
(5,462
|
)
|
|
$
|
1
|
|
The
September 30, 2017 financial statements are being restated to correct errors in accounting for assets, accounts payable, and operating
expenses.
The
following table summarizes changes made to the September 30, 2017 balance sheet.
|
|
September 30, 2017
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Balance Sheet:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
Property & equipment
|
|
|
5,458
|
|
|
|
(5,458
|
)
|
|
|
-
|
|
Total assets
|
|
$
|
5,463
|
|
|
|
(5,462
|
)
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
15,313
|
|
|
$
|
(4,302
|
)
|
|
$
|
11,011
|
|
Loan payable
|
|
|
-
|
|
|
|
6,450
|
|
|
|
6,450
|
|
Due to related party
|
|
|
51,458
|
|
|
|
12,301
|
|
|
|
63,759
|
|
Total liabilities
|
|
|
66,771
|
|
|
|
14,449
|
|
|
|
81,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
828
|
|
|
|
1,500
|
|
|
|
2,328
|
|
Additional paid-in capital
|
|
|
867,263
|
|
|
|
13,500
|
|
|
|
880,763
|
|
Accumulated deficit
|
|
|
(929,399
|
)
|
|
|
(34,911
|
)
|
|
|
(964,310
|
)
|
Total Stockholders’ Deficit
|
|
|
(61,308
|
)
|
|
|
(19,911
|
)
|
|
|
(81,219
|
)
|
Total liabilities and stockholders’ deficit
|
|
$
|
5,463
|
|
|
$
|
(5,462
|
)
|
|
$
|
1
|
|
The
following table summarizes changes made to the September 30, 2017 Statements of Operations.
|
|
For the three months ended
September
30, 2017
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Accounting and legal
|
|
$
|
6,969
|
|
|
$
|
(6,969
|
)
|
|
$
|
-
|
|
Officer compensation
|
|
|
-
|
|
|
|
15,000
|
|
|
|
15,000
|
|
General and administrative
|
|
|
4,860
|
|
|
|
(4,589
|
)
|
|
|
271
|
|
Stock transfer management
|
|
|
610
|
|
|
|
(610
|
)
|
|
|
-
|
|
Amortization expense
|
|
|
546
|
|
|
|
(546
|
)
|
|
|
-
|
|
Net Loss
|
|
$
|
(12,985
|
)
|
|
$
|
(2,286
|
)
|
|
$
|
(15,271
|
)
|
|
|
For the six months ended
September 30,
2017
|
|
|
|
As Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Accounting and legal
|
|
$
|
10,581
|
|
|
$
|
(10,581
|
)
|
|
$
|
-
|
|
Officer compensation
|
|
|
4,500
|
|
|
|
10,500
|
|
|
|
15,000
|
|
General and administrative
|
|
|
4,880
|
|
|
|
(4,519
|
)
|
|
|
361
|
|
Stock transfer management
|
|
|
1,053
|
|
|
|
(1,053
|
)
|
|
|
-
|
|
Amortization expense
|
|
|
1,638
|
|
|
|
(1,638
|
)
|
|
|
-
|
|
Net Loss
|
|
$
|
(22,652
|
)
|
|
$
|
7,291
|
|
|
$
|
(15,361
|
)
|
NOTE
8 – SUBSEQUENT EVENTS
In
accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial
statements were available to be issued and has determined that it does not have any material subsequent events to disclose in
these financial statements other than the following.
Effective
November 21, 2017, the Company increased its authorized common stock to 800,000,000 shares, par value $0.001, and decreased its
preferred stock to 50,000,000 shares, par value $0.001.
On
December 1, 2017, the company issued 550,000,000 shares of common stock to friends and family for total cash proceeds of $55,000.
The proceeds were used to make payments on the related part debt of $50,000 and $5,000 on November 16, 2017 and November 24, 2017,
respectively.
The
Company accepted the resignation of William Ko on December 18, 2018, resigning his position on the Board of Directors and his
positions as the sole officer, including principal executive officer and principal financial officer.
Effective
April 10, 2019, the Board of Directors appointed Zoltan Nagy to the Board of Directors and as sole officer, including principal
executive officer and principal financial officer. Mr. Nagy will serve on the board until the next annual shareholders meeting.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Forward-Looking
Statements
Certain
matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks
and uncertainties, including statements as to:
|
●
|
our
future strategic plans;
|
|
●
|
our
future operating results;
|
|
●
|
our
business prospects;
|
|
●
|
our
contractual arrangements and relationships with third parties;
|
|
●
|
the
dependence of our future success on the general economy;
|
|
●
|
our
possibility of not successfully raising future financings; and
|
|
●
|
the
adequacy of our cash resources and working capital.
|
These
forward-looking statements can generally be identified as such because the context of the statement will include words such as
we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning.
Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which
could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are
urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on
such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q,
and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Company
Overview
Lotus
Bio-Technology Development Corp. (formerly Starflick.Com) (“we”, “our”, the “Company”) was
formed on March 24, 2011. Lotus Bio-Technology Development Corp. is a company that is actively seeking out new opportunities in
the Organic and Bio-technology space. Our mandate is to search for companies that are synergistic in our belief that we are an
environmentally friendly corporation.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Three
Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016
We
have not yet recognized any revenue as of September 30, 2017.
For
the three months ended September 30, 2017 our net loss was $15,271 compared to $3,111 for the three months ended September 30,
2016. During the three months ended September 30, 2017, we issued 150,000,000 shares of common stock to our CEO for total non-cash
expense of $15,000.
Six
Months Ended September 30, 2017 compared to the Six Months Ended September 30, 2016
We
have not yet recognized any revenue as of September 30, 2017.
For
the six months ended September 30, 2017 our net loss was $15,361 compared to $4,621 for the six months ended September 30, 2016.
During the six months ended September 30, 2017, we issued 150,000,000 shares of common stock to our CEO for total non-cash expense
of $15,000.
Liquidity
and Capital Resources
As
of September 30, 2017, we have no available cash, liabilities of $81,220 and an accumulated deficit of $964,310. During the six
months ended September 30, 2017 we used $1,000 of cash in operating activities.
Liquidity
and Capital Resources
Our
sole officer and sole director is willing to advance funds to us on an as needed basis until such time as we can sustain our operations
without his assistance. At the present time, we have not made any arrangements to raise additional cash, other than through as
described herein. If we need additional cash and can’t raise it and/or Mr. Nagy will not advance the same, we will either
have to suspend operations until we do raise the cash or cease operations entirely. Other than as described in this paragraph,
we have no other financing plans.
Critical
Accounting Estimates and Policies
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods
used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual
results could differ materially from those estimates. The following critical accounting policies are impacted significantly by
judgments, assumptions, and estimates used in the preparation of the Financial Statements.
We
are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss
or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in
determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that
an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly
evaluate current information available to us to determine whether such accruals should be adjusted.
We
recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences
between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent
the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the
assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance
as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.
Off-Balance
Sheet Arrangements
We
have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect
on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources and would be considered material to investors.
Recent
Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact
on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
ITEM
|
3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
|
ITEM
|
4.
CONTROLS AND PROCEDURES
|
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information
required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information
is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive
Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective
for the quarterly period ended September 30, 2017.
The
following aspects of the Company were noted as potential material weaknesses:
|
●
|
lack
of an audit committee
|
|
●
|
lack
of segregation of duties
|
|
●
|
Untimely
preparation of required SEC filings
|
In
designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also,
the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be
considered relative to their costs.
Changes
in Internal Controls
Based
on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's
internal controls over financial reporting during the quarter ended September 30, 2020, that has materially affected, or is reasonably
likely to materially affect, the Company's internal controls over financial reporting.