Migom Global Corp.
Statements of Cash Flows
For
The Three Months Ended March 31, 2020 and 2019 (unaudited)
|
|
March 31,
2020
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|
|
March 31,
2019
|
|
CASH FLOWS FROM OPERATING ACTIVITES:
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(33,399
|
)
|
|
$
|
(4,274
|
)
|
Adjustment to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
|
|
|
|
|
|
|
|
Depreciation Expense
|
|
|
-
|
|
|
|
405
|
|
Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
|
Accrued Expenses
|
|
|
851
|
|
|
|
(3,235
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash used in Operating Activities
|
|
|
(32,548
|
)
|
|
|
(7,104
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from related party
|
|
|
2,197
|
|
|
|
4,000
|
|
Net Cash Provided by Financing Activities
|
|
|
2,197
|
|
|
|
4000
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash
|
|
|
(30,351
|
)
|
|
|
(4,104
|
)
|
|
|
|
|
|
|
|
|
|
Cash, Beginning of Period
|
|
|
37,819
|
|
|
|
6,139
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|
Cash, End of Period
|
|
$
|
7,468
|
|
|
$
|
3,035
|
|
|
|
|
|
|
|
|
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Supplemental Disclosure of Cash Flow Information
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Cash Paid for:
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Interest
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|
-
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|
|
|
-
|
|
Income Taxes
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|
|
-
|
|
|
|
-
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|
Migom
Gloal Inc.
(formerly
Alfacourse Inc.)
Statements
of Stockholders’ Decifit
For
the Three Months Ended March 31, 2020
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|
Common
Stock
|
|
|
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019
|
|
|
7,315,000
|
|
|
$
|
7,315
|
|
|
$
|
43,059
|
|
|
|
(64,850
|
)
|
|
|
(14,476
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(33,399
|
)
|
|
|
(33,399
|
)
|
Balance, March 31, 2020
|
|
|
7,315,000
|
|
|
$
|
7,315
|
|
|
$
|
43,059
|
|
|
|
(98,249
|
)
|
|
|
(47,875
|
)
|
For
the Three Months Ended March 31, 2019
|
|
Common
Stock
|
|
|
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Stockholders’
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2018
|
|
|
7,315,000
|
|
|
$
|
7,315
|
|
|
$
|
20,835
|
|
|
|
(28,245
|
)
|
|
|
(95
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,274
|
)
|
|
|
(4,274
|
)
|
Balance, March 31, 2019
|
|
|
7,315,000
|
|
|
$
|
7,315
|
|
|
$
|
20,835
|
|
|
|
(32,519
|
)
|
|
|
(4,369
|
)
|
The
accompanying notes are an integral part of these condensed financial statements.
Migom Global Corp.
March 31, 2020
Notes to the Financial
Statements
Note 1 - Organization and Operations
Migom Global Corp. (the “Company”)
was incorporated as Alfacourse Inc. in the State of Nevada on February 29, 2016. On November 1, 2019, the Company amended its articles
of incorporation and changed its name to Migom Global Corp. The change was made in anticipation of entering a new line of business
operations which is a new company building synergistic ventures in international banking, securities brokerage, electronic money
distribution as well as digital assets origination and market making.
Note 2 - Significant and Critical
Accounting Policies and Practices
The Management of the Company is responsible
for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.
Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial
condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the
need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical
accounting policies and practices are disclosed below as required byUS generally accepted accounting principles.
Basis of Presentation
The Company’s financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). for interim
financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include
all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments
are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the
year ended December 31, 2019 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed
with the Securities and Exchange Commission (the “SEC”) on March 31, 2020. The results of operations for the three
months ended March 31, 2020, are not necessarily indicative of the results to be expected for the full fiscal year ending December
31, 2020.
Development Stage Company
The Company is a development stage
company as defined in ASC 915 “Development Stage Entities.”. The Company is devoting substantially all of its efforts
on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have
been considered as part of the Company’s development stage activities.
The Company has elected to adopt application
of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting
Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure
requirements of Topic 915.
Use of Estimates and Assumptions
and Critical Accounting Estimates and Assumptions
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 disclosure of contingent assets and liabilities
at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).
Critical accounting estimates are estimates
for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly
uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or
operating performance is material. The Company’s critical accounting estimate(s) and assumption(s) affecting the financial
statements was (were):
(i) Assumption as a going
concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of business.
(ii) Valuation allowance
for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting
from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against
future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards
are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses,
(b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public
or private offering, among other factors.
These significant accounting estimates
or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions,
and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical
experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources.
Management regularly evaluates the
key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances,
historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those
estimates.
Fair Value Measurements
The Company adopted the provisions
of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting
pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
ASC 820 defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes
a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 — quoted prices in active
markets for identical assets or liabilities
Level 2 — quoted prices for similar
assets and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable
(for example cash flow modeling inputs based on assumptions)
The carrying amounts of the Company’s
financial assets and liabilities, such as cash, accrued expenses, related party payables and notes payable approximate their fair
values because of the short maturity of these instruments.
Cash and Cash Equivalents
The Company considers all highly liquid
investments with maturities of three months or less at the time of purchase to be cash equivalents.
Related Parties
The Company follows subtopic 850-10
of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related
parties include (a) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person
that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such
Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in
their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection
of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit
of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal
owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or
can significantly influence the management or operating policies of the other to an extent that one of the transacting parties
might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management
or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly
influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate
interests.
The financial statements shall include
disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar
items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated
or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the
relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts
were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to
an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each
of the periods for which income statements are presented and the effects of any change in the method of establishing the terms
from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented
and, if not otherwise apparent, the terms and manner of settlement.
Commitment and Contingencies
The Company follows subtopic 450-20
of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date
the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more
future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves
an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company
or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or
unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency
indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential
material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of
the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote
are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does
not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s
financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and
adversely affect the Company’s business, financial position, and results of operations or cash flows.
The Company did not have any commitments
or contingencies as of March 31, 2020.
Revenue Recognition
In 2014, the FASB issued guidance on
revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize
revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step
model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts
or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction
price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance
obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect
the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the
new guidance did not require any significant change to its revenue recognition processes.
The Company is working on setting up
a network of affiliated businesses in several countries, which may provide a seamless integration between the traditional regulated
banking and financial services and the innovative emerging fintech solutions, benefiting consumers and businesses worldwide.
Income Taxes
Income taxes are provided in
accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax
assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
Net Income (Loss) per Common
Share
Net income (loss) per common share
is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common
share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the
period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number
of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential
dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.
There were no potentially dilutive
common shares outstanding for the quarter ended March 31, 2020.
Cash Flows Reporting
The Company adopted paragraph 230-10-45-24
of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether
they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or
reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification
to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities
by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating
cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.
The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time
of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in
the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing
and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB
Accounting Standards Codification.
Subsequent Events
The Company follows the guidance in
Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate
subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting
Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed
to users, such as through filing them on EDGAR.
Recently Issued Accounting Pronouncements
In February 2016, FASB issued ASC 842 that
requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of
more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or
operating, with the classification determining the pattern of expense recognition in the income statement.
The ASU will be effective for annual and
interim periods beginning after December 15, 2019, with early adoption permitted, and is applicable on a modified retrospective
basis with various optional practical expedients. The Company has assessed the impact of this standard. The company’s current
leases as of the balance sheet date do not fall under this guidance as they are month-to-month leases.
Management does not believe that any
recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying
financial statements.
Note 3 – Going Concern
The financial statements have been
prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of
assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements,
the Company had a accumulated deficit of ($98,249) since inception with limited operations with reported loss of ($33,399)
for the quarter ended March 31, 2020. These factors raise substantial doubt about the Company’s ability to continue
as a going concern.
Although the Company has recognized
some nominal amount of revenues since inception, the Company is devoting substantially all of its efforts on establishing the business
and its planned principal operations have not commenced. The Company is attempting to commence operations and generate sufficient
revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes
in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional
funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent
upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds
by way of a public or private offering.
The financial statements do not include
any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 – Property and equipment
Property, Plant and Equipment schedule
as follows:
|
|
March 31,
2020
|
|
|
March 31,
2019
|
|
|
|
|
|
|
|
|
Computer Equipment
|
|
$
|
3,240
|
|
|
$
|
3,240
|
|
Less: Accumulated Depreciation
|
|
|
(3,240
|
)
|
|
|
(2,405
|
)
|
Net
|
|
$
|
-
|
|
|
$
|
835
|
|
Depreciation expense were $0 and $405
for the quarters ended March 31, 2020 and 2019, respectively.
Note 5 – Stockholder’s Deficit
Shares Authorized
Upon formation the total number of
shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of which Seventy-Five
Million (75,000,000) shares shall be Common Stock, par value $0.001 per share.
Common Stock
As of March 31, 2020 there were 7,315,000
total shares issued and outstanding.
Note 6 – Related Party Transactions
Free Office Space
The Company has been provided office
space by its President at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its
financial statement.
Advances from Related Parties
From time to time, the President
and Director of the Company would advance funds to the Company for working capital purposes. These advances are unsecured,
non-interest bearing and due on demand. The outstanding balance was $8,691 as of March 31, 2020, compared with $7,224
as of March 31, 2019, increase due to change of ownership in 2019, prior related party debt forgiven by prior owner.
Note 8 –
Income Taxes
Deferred
tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s
operations. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding
its realization. The current valuation of tax allowance is n/a as of March 31, 2020 and 2019.
Components of deferred tax assets are as follows:
|
|
March 31,
2020
|
|
|
March 31,
2019
|
|
Net Deferred Tax Asset Non-Current:
|
|
|
|
|
|
|
Net Operating Loss Carry-Forward before income taxes
|
|
$
|
(73,238
|
)
|
|
$
|
(32,519
|
)
|
Income tax rate
|
|
|
21
|
%
|
|
|
21
|
%
|
Expected Income Tax Benefit from NOL Carry-Forward
|
|
|
15,380
|
|
|
|
5,954
|
|
Less: Valuation Allowance
|
|
|
(15,380
|
)
|
|
|
(5,954
|
)
|
Deferred Tax Asset, Net of Valuation Allowance
|
|
$
|
-
|
|
|
$
|
-
|
|
Income Tax Provision in the Statement of Operations
A reconciliation of the federal statutory income tax rate and
the effective income tax rate as a percentage of income before income taxes is as follows:
|
|
March 31,
2020
|
|
|
March 31,
2019
|
|
|
|
|
|
|
|
|
Federal statutory income tax rate
|
|
|
21.0
|
%
|
|
|
21.0
|
%
|
Increase (reduction) in income tax provision resulting from:
|
|
|
|
|
|
|
|
|
Net Operating Loss (NOL) carry-forward
|
|
|
(21.0
|
)%
|
|
|
(21.0
|
)%
|
Effective income tax rate
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
The Company has
accumulated $73,238 of net operating losses (“NOL”) carried forward to offset future taxable income
On December 22,
2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation
significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax
system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces
the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction
in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax
assets. In addition, net operating losses (NOL) arising after December 31, 2017 can be carryforward indefinitely while limiting
the NOL deduction for a given year to 80% of taxable income.
In assessing the
realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred
tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of
deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment,
management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because
it is more likely than not that all of the deferred tax asset will not be realized.
Note 9 –
Prior Year reclassification
Certain prior year numbers have been reclassified to conform with the current year position
Note 10 –
Subsequent Events
The Company has
evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine
if they must be reported. The Management of the Company determined that there were reportable subsequent event(s) to be disclosed.
On April 8, 2020,
the Company increased its authorized shares of preferred shares from 0 to 650,000 shares.
On April 14, 2020, the Company entered into a convertible note
agreement with Heritage Equity Fund LP (“Heritage”), for $35,697, maturity date of July 1, 2021, the note bears interest
of 12% per annum and has a conversion price of $0.0025 per share.
On April 15, 2020 HRH Prince Maximillian Hasberg resigned from
the board of directors of the Company.
On April 16, 2020 the Company, entered into a Securities Exchange
and Settlement Agreement (the “Agreement”) with its controlling shareholder, Heritage Equity Fund LP , pursuant to
which the Company agreed to issue Heritage 650,000 shares of its Series A Preferred Stock in exchange for $80,242.81 in accrued
and unpaid debt principle and interest, under three convertible notes held by Heritage.
On April 16, 2020, the Company issued 650,000 shares of its
Series A Preferred Stock, par value $.001 per share, to Heritage, as described above. The shares of Series A Preferred Stock were
issued pursuant to Section 3(a)(9) of the Securities Act of 1933. as it was exchange for existing securities of the Company.