INSPIRED BUILDERS, INC

BALANCE SHEETS

See accompanying notes to financial statements.

INSPIRED BUILDERS, INC.

STATEMENTS OF OPERATIONS

See accompanying notes to financial statements.

INSPIRED BUILDERS, INC

STATEMENTS OF CASH FLOWS

See accompanying notes to financial statements.

INSPIRED BUILDERS, INC.INC

STATEMENTSSTATEMENT OF OPERATIONSSTOCKHOLDER’S DEFICIT

FOR THE YEARS ENDED SEPTEMBER 30, 2019 AND 2018

See accompanying notes to financial statements.

INSPIRED BUILDERS, INC

STATEMENTS OF CASH FLOWS

See accompanying notes to financial statements.

INSPIRED BUILDERS, INC

 STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED SEPTEMBER 30, 2016 AND 2015

See accompanying notes to financial statements.

Inspired Builders, Inc.

NOTES TO FINANCIAL STATEMENTS

As of September 30, 20162019 and 20152018

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Inspired Builders, Inc. (the “Company”) was incorporated in the State of Nevada in February 2010. Until August 15, 2017 the Company was directing it’s focus on acquiring, investing in, developing and managing real estate properties and related investments. On August 15, 2017, pursuant to a change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate company. On February 15, 2018, Inspired Builders (the “Company”), the majority shareholders of the Company (the “Sellers”) and JJL Capital Management,Santa Alba, LLC (the “Purchaser”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Sellers 5,643,979956,440 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), representing approximately 50.73%94.58% of the issued and outstanding shares of the Company, for an aggregate purchase price of $564.39$300,000 (the “Purchase Price”). On August 16, 2017,February 15, 2018, the closing of the transaction occurred (“Closing Date”). Pursuant to the change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate company. Also, in connection therewith, Matthew Nordgren,Scott Silverman, the Company’s sole officer and Director, resigned from his positions and named Scott SilvermanKai Zhao as sole director and to the positions of CEO, CFO, Chief Accounting Officer and Secretary.Secretary on February 22, 2018. In connection with the change in control, the Company moved to Palo Alto, CA and plans to implement its business plan by acquiring a business in the technology and intellectual property industry. There is no assurance at this point, however, that such plan will be executed. In February, 2019, the Company moved to Reno, NV.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following; estimates of the probability and potential magnitude of contingent liabilities the valuation allowance for deferred tax assets due to continuing operating losses, valuation of shares issued in connection with the purchase of real estate, the valuation of the real estate and the evaluation of any impairment on the real estate.services.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Cash and Cash Equivalents

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased. There were no cash equivalents at September 30, 20162019 and September 30, 2015.2018.

Earnings (Loss) per Share

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The Company has 20,833 and 20,833 shares issuable upon conversion of convertible notes payable that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the periods ended September 30, 2016 and September 30, 2015, respectively.

Inspired Builders, Inc.

NOTES TO FINANCIAL STATEMENTS

As of September 30, 20162019 and 2015September 30, 2018, the Company did not have any outstanding dilutive securities.

Reverse Stock Split

On May 15, 2018, the Company’s board of directors and majority of shareholders approved a reverse stock split whereby each one hundred (100) shares of Company’s Common Stock was converted automatically into one (1) share of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company issued an additional share to all holders of a fractional share. The effective date of the reverse stock split was July 9, 2018, and as a result, the Company has 1,011,254 issued and outstanding shares of common stock. The reverse split is reflected retrospectively in the accompanying financial statements.

Income Taxes

The Company accounts for income taxes in accordance with generally accepted accounting principles which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred incomeadopted FASB ASC 740,Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are computed annuallyrecognized for the future tax consequences attributable to differences between the financial statement and income tax basescarrying amounts of existing assets and liabilities that will result inand their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income or deductible expenses in the future based on enacted tax laws and rates applicable to the periodsyears in which thethose temporary differences are expected to affect taxable income. Valuation allowances are established when necessary to reducebe recovered or settled. The effect on deferred tax assets and liabilities toof a change in tax rates is recognized in income in the amount expected to be realized. Incomeperiod that includes the enactment date. Deferred income tax expense is the tax payable or refundable for the period adjusted forrepresents the change during the period in the deferred tax assets and deferred tax liabilities.

The Company followscomponents of the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance,deferred tax positions initially need to be recognizedassets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the financial statements whenopinion of management, it is more likely than not that some portion or all of the positionsdeferred tax assets will not be sustained upon examinationrealized. No deferred tax assets or liabilities were recognized as of September 30, 2019 or September 30, 2018, respectively. The Company’s 2011-2018 federal and state tax returns are subject to audit by the IRS and state tax authorities. It also provides guidance

Provision for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. income taxes is comprised of the following:

A reconciliation of provision for income taxes at the statutory rate to provision for income taxes at the Company’s effective tax rate is as follows:

As of September 30, 2016,2019 and 2018, the CompanyCompany’s net operating loss carryforward of approximately $813,300 and $755,000, respectively, which may be offset against future taxable income through 2039 for losses before September 30, 2018 and indefinitely for losses after September 30, 2019. No tax benefit has no uncertain tax positions that qualify for either recognition or disclosurebeen reported in the financial statements. Allstatements because the potential tax returnsbenefits of the net operating loss carryforwards of approximately $206,100 are offset by a valuation allowance of the same amount. Prior to the enactment of the Tax Cut and Jobs Act (the “Tax Act”) on December 22, 2017, the Company recognized potential tax benefits of the net operating loss carryforwards of approximately $319,972, offset by a valuation allowance of the same amount. The reduction in the potential tax benefit from fiscal years 2011$319,972 to 2016$176,514 is a result of the change of the federal income tax rate from 35% to 21% due to the provisions of the Tax Act and due to an increase in additional net operating losses during the period.

Inspired Builders, Inc.

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2019, and 2018

Due to the change in ownership provisions of Section 382 of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to IRS audit.annual limitations. As a result of the change in majority ownership, net operating loss carryforwards may be limited as to future use.

Fair Value of Financial Investments

The fair value of cash and cash equivalents, accounts payable, accrued liabilities, and notes payable approximates the carrying amount of these financial instruments due to their short-term maturity.

Revenue and Cost RecognitionShare based compensation

The Company has no current source of revenue; therefore,follows FASB ASC No. 718 – Compensation – Stock Compensation for share based payments to employees.

On December 18, 2017, the Company has not yet adopted any policy regardingissued 900,000 common shares with a fair value of $90,000 to JJL Capital Management, LLC, a company beneficially owned and controlled by our former CEO for services rendered to the recognitionCompany by our CEO. The shares were valued at $0.10 based on the fair value of revenue or cost.the shares.

Recent accounting pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by management, to have a material impact on the Company’s present or future financial statements.

In May 2014,July 2018, the Financial Accounting Standards BoardFASB issued accounting standard update (“FASB”ASU”) No. 2017-02, “Leases (Topic 842)”, (“ASU 2017-02”) and ASU 2018-10, “Leases (Topic 842)”, (“ASU 2018-10”), respectively. These ASU’s require that an entity should recognize assets and liabilities for leases with a maximum possible term of more than 12 months. A lessee would recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the leased asset (the underlying asset) for the lease term. This guidance also provides accounting updates with respect to lessor accounting under a lease arrangement. This new lease guidance is effective for fiscal years beginning after December 15, 2018. Entities have the option of using either a full retrospective or a modified approach (cumulative effect adjustment in period of adoption) to adopt the new guidance. Early adoption is permitted for all entities. The Company currently leases no equipment or property, and therefore, the adoption on October 1, 2019 of the new standard will have no effect on the Company’s financial statements.

In March 2018, the FASB issued ASU No. 2014-09, which creates Accounting Standards Codification2018-05, “Income Taxes (Topic 740)”, (“ASC”ASU 2018-05”). This guidance seeks to address situations where the accounting under ASC Topic 606, “Revenue from Contracts with Customers,” and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” including most industry-specific revenue recognition guidance throughout the Industry Topics740 is incomplete for certain income tax effects of the Codification. WeTax Cuts and Jobs Act upon issuance of an entity’s financial statements for the reporting period in which the Act was enacted. Based on current estimates, we do not expect these provisions of the ASUs to have a material impact on our financial statements. The adoption of thisthe new standard by the Company will have no effect on the Company’s financial statements.

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to havedetermine their impact, if any, effect on our financial statements.

In February 2016, the FASB issued ASU No. 2016-02, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We do not expect the adoption of this standard to have any effect on our financial statements.

In August 2016, the FASB issued an accounting standards update which provides additional clarity on the classification of specific events on the statement of cash flows. These events include: debt prepayment and extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, distributions received from equity method investees, and beneficial interests in securitization transactions. The update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, with early application permitted. The new accounting standard addresses presentation in the statement of cash flows only and we do not expect the standard to have a material effect on our financial condition, results of operations, cash flows or financial disclosures.

Inspired Builders, Inc.

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 and 2015

In May 2017, the FASB issued ASU No. 2017-09, which amends ASC Topic 718, “Compensation – Stock Compensation”. This amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard is effective beginning after December 15, 2017, with early adoption permitted, including adoption for interim periods. This standard must be applied prospectively upon adoption. We do not expect the standard to have a material effect on our financial condition, results of operations, cash flows or financial disclosures.

NOTE 3. GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net loss of $213,818,$58,365, an accumulated deficit of $1,239,670$1,513,885 and used net cash in operationsworking capital deficit of $3,447 for the year ended$26,025 as of September 30, 2016.2019. In addition, the Company has not had construction revenues since May 2011 and the only prospect for positive cash flow is through the issuance of common stock or debt. If the Company does not begin to generate sufficient revenue or raise additional funds through a financing, the Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There are currently no plans or agreements in place to provide such funding. The Company will require additional funding to finance the growth of its future operations as well as to achieve its strategic objectives. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4. REAL ESTATELOAN PAYABLE – RELATED PARTY

On June 24, 2013, the Company entered into an agreement with a related party to purchase a parcel of undeveloped land in Duval County, Florida. The purchase price for the Duval property was $1,350,000, payable by the Company’s delivery of a $750,000 mortgage at 3%, which was due on June 24, 2014 and has been extended to June 24, 2015. As of today the note is currently past due. The $600,000 balance of the purchase price was paid by approving the issuance to the seller of 100,000 shares of the Company’s common stock. The $0.001 par value per share was valued by the parties at $6.00 per share, based on the closing price of the stock on the date of the closing. The note is secured by a lien on the real estate. In accordance with ASC 845-10-S99, transfers of nonmonetary assets for stock or other consideration of the registrant are recorded at the predecessor cost. Accordingly, the Company recorded the value of the real estate acquired at the historical basis of $307,504. The Company became aware that there is a real estate tax lien for unpaid taxes at September 30, 2016 and September 30, 2015 of $23,714 and $25,307, respectively. On JulyOctober 17, 2017, the Company assigned all interests in the property to a related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively, and the real estate taxes payable of $23,714.

NOTE 5. EMPLOYMENT AGREEMENT

On September 1, 2013 the Company entered into a three-year employment contract with its CEO. Theour former CEO is to be paid $10,000 per month plus reimbursement for expenses and bonuses as determined by the board. The CEO will be entitled to one week paid vacation and is subject to a one year non-compete agreement at the end of the employment contract. As of June 30, 2014, the Company has paid the CEO a total of $10,000 and has accrued $90,000 for amounts due to the CEO. On June 30, 2014 the Company’s CEO converted $90,000 of accrued salary into an unsecured promissory note. The Note accrues interest at a rate of 5% per annum and is due June 30, 2015. As of September 30, 2016 and September 30, 2015 Company recorded $270,000 and $150,000, respectively of accrued salary. On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby the employment contract was terminated and $290,000 in accrued salary was forgiven. The accrued salary was accounted for as contributed capital.

Inspired Builders, Inc.

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 and 2015

NOTE 6. MORTGAGE PAYABLE – RELATED PARTY

On June 24, 2013, the Company entered into an agreement with a related party to purchase a parcel of undeveloped land in Duval County, Florida. The purchase price for the Duval property was $1,350,000, payable by the Company’s delivery of a $750,000 mortgage at 3%, which was due on June 24, 2014 and has been extended to June 24, 2015. As of today the note is currently past due. The $600,000 balance of the purchase price was paid by approving the issuance to the seller of 100,000 shares of the Company’s common stock. The $0.001 par value per share was valued by the parties at $6.00 per share, based on the closing price of the stock on the date of the closing. As of September 30, 2016 and September 30, 2015 the Company has accrued interest of $73,603 and $50,979, respectively, due on the mortgage. On July 17, 2017, the Company assigned all interests in the property to a related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively.

NOTE 7. CONVERTIBLE NOTES PAYABLE – RELATED PARTY

On January 24, 2014, a related party loaned the Company $10,000, which$14,300. The loan is evidenced by a secured noteinterest free and is payable with an interest rate of 12% and a maturity of January 24, 2015. These funds were used to pay 1 months’ salary to our Chief Executive Officer. Ifon demand. On February 15, 2018, the loan in not repaid by January 24, 2015 it is convertible at the option of the holder into common stock at a share price of $.48 per share. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $3,222 and $2,015, respectively. Subsequently, the related party agreed to extend the promissory note maturity date to January 24, 2017. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $10,000 in principal and $3,373 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On October 20, 2017, our former CEO loaned the Company $825. The loan is interest free and is payable on demand. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On January 7, 2018, our former CEO loaned the Company $3,000. The loan is interest free and is payable on demand. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On January 25, 2018, our CEO loaned the Company $1,562. The loan is interest free and is payable on demand. On April 6, 2018 the loan was repaid.

On January 25, 2018, our former CEO loaned the Company $109. The loan is interest free and is payable on demand. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On February 13, 2018, our former CEO loaned the Company $3,885. The loan is interest free and is payable on demand. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On February 22, 2018, our CEO loaned the Company $342. The loan is interest free and is payable on demand. On April 6, 2018, the loan was repaid.

On February 28, 2018, our CEO loaned the Company $346. The loan is interest free and is payable on demand. On April 19, 2018, the loan was repaid.

On February 28, 2018, our CEO loaned the Company $865. The loan is interest free and is payable on demand. On April 6, 2018 the loan was repaid.

On April 1, 2018, our CEO loaned the Company $167. The loan is interest free and is payable on demand. On April 19, 2018, the loan was repaid.

On April 19, 2018, our CEO loaned the Company $167. The loan is interest free and is payable on demand. On April 19, 2018, the loan was repaid.

On January 29, 2019, our CEO loaned the company $250 to pay for operational expenses. The loan is interest free and payable on demand.

On February 12, 2019, our CEO loaned the company $2,512 to pay for operational expenses. The loan is interest free and payable on demand. 

On February 25, 2019, our CEO loaned the company $500 to pay for operational expenses. The loan is interest free and payable on demand.

NOTE 8.5. NOTES PAYABLE – RELATED PARTIES

On January 13, 2012, the Company entered into a 12-month unsecured promissory note in the amount of $211,000. Interest accrues in arrears on the outstanding principal at the rate of ten percent (10.00%) per annum. Interest shall be payable on the last day of each quarter, commencing March 30, 2012, and continuing until the maturity date. Should the maker fail to pay the entire principal and accrued interest by the maturity date, the maker agrees that the interest rate shall increase to twelve percent (12.00%) per annum. On May 10, 2013, the Company and the related party agreed to extend the maturity of the loan for an additional year or until January 13, 2014. The loan maturity dates were further extended to January 13, 2016. On May 22, 2012, the Company borrowed an additional $32,714 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On September 17, 2012, the Company borrowed an additional $22,032 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On February 7, 2013, the Company borrowed an additional $28,773 from the related party, with the same terms, and on July 31, 2013, the Company borrowed an additional $30,000 from the related party, with the same terms. The loans maturity dates were further extended to February 7, 2016 and July 31, 2016, respectively. On December 20, 2013, the Company borrowed $2,500, on January 7, 2014, the Company borrowed $5,000, on February 6, 2014, the Company borrowed $5,520, the loans maturity dates were further extended to December 20, 2015 and January 7, 2016. On February 17, 2014, the Company borrowed $4,400 and on June 26, 2014, the Company borrowed $3,080, the loans maturity dates were further extended to February 6, 2016 and February 17, 2016, respectively. Accrued interest at September 30, 2016 and September 30, 2015, amounted to $145,401 and $111,191, respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $342,519 in principal and $149,256$149,258 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On November 13, 2013, a related party entered into an unsecured note payable for $25,000 with an interest rate of 5% due November 13, 2014, the maturity date on the loan was further extended to November 11, 2015. Accrued interest The total outstanding principal at September 30, 20162019 and September 30, 20152018 amounted to $3,603$2,500 and $2,346. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,000 in principal and $3,760 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

Inspired Builders, Inc.

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 and 2015

On January 13, 2014 and January 20, 2014, a related party entered into two unsecured note payables for a total of $25,632 with an interest rate of 5% due January 20, 2015, the loans maturity dates were further extended to January 13, 2016 and January 20, 2016,$2,500, respectively. Accrued interest at September 30, 20162019 and September 30, 20152018, amounted to $6,461$694 and $4,053. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,632 in principal and $6,763 in accrued interest was forgiven. The transaction was accounted for as contributed capital.$537, respectively.

On June 19, 2014 the Company’s CEO entered into an unsecured note payable of $30,000 with an interest rate of 10% due on June 19, 2015, the loans maturity was further ended to June 16, 2016. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $6,855 and $3,838 respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $30,000 in principal and $7,233 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On October 14, 2014 the Company’s CEO loaned the Company $3,482, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $342 and $167. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,482 in principal and $364 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On October 14, 2014 a related party loaned the Company $3,320, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $326 and $159. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,320 in principal and $347 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On June 30, 2014 the Company’s CEO converted $90,000 of accrued salary into an unsecured promissory note. The Note accrues interest at a rate of 5% per annum and is due June 30, 2015. Accrued interest at September 30, 2016 and September 30, 2015 was $10,147 and $5,622, respectively. On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby the Note, comprising of $90,000 of principal and $10,714 of interest was forgiven. The transaction was accounted for as contributed capital.

On February 20, 2015, a related party entered into an unsecured note payable for $55,000 with an interest rate of 10% due February 20, 2016. Accrued interest as of June 30, 2015 amounted to $2,214. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $8,860 and $3,600. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $55,000 in principal and $9,553 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

NOTE 9.6. COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

NOTE 10. STOCKHOLDERS’7. SHAREHOLDERS’ EQUITY

On December 18, 2017, the Board of Directors of the Company approved Articles of Amendment to our Articles of Incorporation which increased the Company’s authorized common shares from 50,000,000 shares, par value $0.001 to 250,000,000 common shares, par value $0.001. There was no change in the par value of our common stock.

On May 15, 2018 the Board of Directors approved and affected a reverse stock split of our issued and outstanding common stock on a one hundred (100) old for one (1) new basis. No cash was paid or distributed as a result of the reverse stock split and no fractional shares were issued. All fractional shares, which would otherwise be required to be issued as a result of the stock split, were rounded up to the nearest whole share. There was no change in the par value of our common stock. The split is reflected retrospectively in the accompanying financial statements.

The Company has 5,000,000 shares of preferred shares, par value $0.001 authorized, none of which have been issued.

Forgiveness of Loans

On October 17, 2017, our former CEO loaned the Company $14,300. The loan is interest free and is payable on demand. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On October 20, 2017, our former CEO loaned the Company $825. The loan is interest free and is payable on demand. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On January 7, 2018, our former CEO entered into an unsecured note payable for $3,000 with an interest rate of 0% due upon demand by the holder. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On January 25, 2018, our former CEO entered into an unsecured note payable for $109, with an interest rate of 0% due upon demand by the holder. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On February 13, 2018, our former CEO entered into an unsecured note payable for $3,885, with an interest rate of 0% due upon demand by the holder. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

Capital Contributions

During the year ended September 30, 2016, a related party2018, our former CEO paid expenses on behalf of the Company of $3,203.$370. The transaction was accounted for as contributed capital.

On December 18, 2017, the Company issued 900,000 common shares with a fair value of $90,000 to JJL Capital Management, LLC, a company beneficially owned and controlled by our former CEO for services rendered to the Company by our CEO. The shares were valued at $0.10 based on the fair value of the shares.

Inspired Builders, Inc.On February 15, 2018, our CEO contributed $57,033 to the Company to pay for certain outstanding liabilities. The transaction was accounted for as contributed capital.

NOTES TO FINANCIAL STATEMENTS

As ofOn March 19, 2018, our former CEO contributed $170 to the Company to pay for certain outstanding liabilities. The transaction was accounted for as contributed capital.

On April 9, 2018, a company controlled by our CEO contributed $25,000 to the Company to fund operations. The transaction was accounted for as contributed capital.

On May 21, 2018, our former CEO contributed $2,500 to the Company to pay for certain outstanding liabilities. The transaction was accounted for as contributed capital.

On July 23, 2018, a company controlled by our CEO contributed $13,000 to the Company to fund operations. The transaction was accounted for as contributed capital.

During the year ended September 30, 2016 and 20152019, a company controlled by our CEO contributed $34,900 to the Company to pay for operational expenses. It was accounted for as contributed capital.  

NOTE 11.8. CONCENTRATION OF CREDIT RISK

The Company relies heavily on the support of its president and majority shareholder. A withdrawal of this support, for any reason, will have a material adverse effect on the Company’s financial position and its operations.

NOTE 12. INCOME TAXES

Provision for income taxes is comprised of the following:

A reconciliation of provision for income taxes at the statutory rate to provision for income taxes at the Company’s effective tax rate is as follows:

As of September 30, 2016 and 2015, the Company net operating loss carryforward of approximately $$732,600 and $641,000, respectively.

The increase in the valuation allowance for the years ended September 30, 2016 and 2015 was an increase of $84,320 and $114,001 respectively.

NOTE 13.9. RELATED PARTY TRANSACTIONS

On January 13, 2012, the Company entered into a 12-month unsecured promissory note in the amount of $211,000. Interest accrues in arrears on the outstanding principal at the rate of ten percent (10.00%) per annum. Interest shall be payable on the last day of each quarter, commencing March 30, 2012, and continuing until the maturity date. Should the maker fail to pay the entire principal and accrued interest by the maturity date, the maker agrees that the interest rate shall increase to twelve percent (12.00%) per annum. On May 10, 2013, the Company and the related party agreed to extend the maturity of the loan for an additional year or until January 13, 2014. The loan maturity dates were further extended to January 13, 2016. On May 22, 2012, the Company borrowed an additional $32,714 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On September 17, 2012, the Company borrowed an additional $22,032 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On February 7, 2013, the Company borrowed an additional $28,773 from the related party, with the same terms, and on July 31, 2013, the Company borrowed an additional $30,000 from the related party, with the same terms. The loans maturity dates were further extended to February 7, 2016 and July 31, 2016, respectively. On December 20, 2013, the Company borrowed $2,500, on January 7, 2014, the Company borrowed $5,000, on February 6, 2014, the Company borrowed $5,520, the loans maturity dates were further extended to December 20, 2015 and January 7, 2016. On February 17, 2014, the Company borrowed $4,400 and on June 26, 2014, the Company borrowed $3,080, the loans maturity dates were further extended to February 6, 2016 and February 17, 2016, respectively. Accrued interest at September 30, 2016 and September 30, 2015, amounted to $145,400 and $111,191, respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $342,519 in principal and $149,256$149,258 in accrued interest was forgiven. The transaction was accounted for as contributed capital. The total outstanding principal at September 30, 2019 and September 30, 2018 amounted to $2,500 and $2,500, respectively. Accrued interest at September 30, 2019 and September 30, 2018, amounted to $694 and $537, respectively.

Inspired Builders, Inc.

NOTES TO FINANCIAL STATEMENTS

As ofDuring the year ended September 30, 2016 and 20152018, our former CEO loaned the Company $370. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On June 24, 2013,October 17, 2017, our former CEO loaned the Company entered into an agreement$14,300. The loan is interest free and is payable on demand. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On October 20, 2017, our former CEO loaned the Company $825. The loan is interest free and is payable on demand. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On December 18, 2017, the Company issued 900,000 common shares with a related partyfair value of $90,000 to purchaseJJL Capital Management, LLC, a parcel of undeveloped land in Duval County, Florida. The purchase pricecompany beneficially owned and controlled by our former CEO for the Duval property was $1,350,000, payable by the Company’s delivery of a $750,000 mortgage at 3%, which was due on June 24, 2014 and has been extended to June 24, 2015. As of today the note is currently past due. The $600,000 balance of the purchase price was paid by approving the issuanceservices rendered to the seller of 100,000Company by our CEO. The shares of the Company’s common stock. The $0.001 par value per share waswere valued by the parties at $6.00 per share,$0.10 based on the closing pricefair value of the stock on the date of the closing. As of September 30, 2016 and September 30, 2015 the Company has accrued interest of $73,603 and $50,979, respectively, due on the mortgage. On July 17, 2017, the Company assigned all interests in the property to a related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively.shares.

On November 13, 2013, a related partyJanuary 8, 2018, our former CEO entered into an unsecured note payable for $25,000$3,000 with an interest rate of 5%0% due November 13, 2014,upon demand by the maturity date onholder. On February 15, 2018, the loan was further extended to November 11, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $3,603 and $2,346. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,000 in principal and $3,760 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On January 13, 2014 and January 20, 2014, a related party25, 2018, our former CEO entered into twoan unsecured note payablespayable for a total of $25,632$109, with an interest rate of 5%0% due January 20, 2015,upon demand by the loans maturity dates were further extended to January 13, 2016 and January 20, 2016, respectively. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $6,461 and $4,053.holder. On NovemberFebruary 15, 2016,2018, the Company and the related party entered into a Release and Settlement Agreement whereby $25,632 in principal and $6,763 in accrued interestloan was forgiven. The transaction was accounted for as contributed capital.

On January 24, 2014, a related party25, 2018, our CEO loaned the Company $10,000, which$1,562. The loan is evidenced by a secured noteinterest free and is payable with an interest rate of 12% and a maturity of January 24, 2015. These funds were used to pay 1 months’ salary to our Chief Executive Officer. Ifon demand. On April 6, 2018, the loan in not repaid by January 24, 2015 it is convertible at the option of the holder into common stock at a share price of $.48 per share. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $3,225 and $2,015, respectively. Subsequently, the related party agreed to extend the promissory note maturity date to January 24, 2017. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $10,000 in principal and $3,373 in accrued interest was forgiven. The transaction was accounted for as contributed capital.repaid.

On June 19, 2014 the Company’sFebruary 13, 2018, our former CEO entered into an unsecured note payable of $30,000for $3,885, with an interest rate of 10%0% due on June 19, 2015,upon demand by the loans maturity was further ended to June 16, 2016. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $6,855 and $3,838 respectively.holder. On NovemberFebruary 15, 2016,2018, the Company and the related party entered into a Release and Settlement Agreement whereby $30,000 in principal and $7,233 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On October 14, 2014 the Company’s CEO loaned the Company $3,482, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $342 and $167. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,482 in principal and $364 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

Inspired Builders, Inc.

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 and 2015

On October 14, 2014 a related party loaned the Company $3,320, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $326 and $159. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,320 in principal and $347 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On June 30, 2014 the Company’s CEO converted $90,000 of accrued salary into an unsecured promissory note. The Note accrues interest at a rate of 5% per annum and is due June 30, 2015. Accrued interest at September 30, 2016 and September 30, 2015 was $10,147 and $5,622, respectively. On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby the Note, comprising of $90,000 of principal and $10,714 of interestloan was forgiven. The transaction was accounted for as contributed capital.

On February 20, 2015, a related party entered into an unsecured note payable for $55,000 with an interest rate of 10% due February 20, 2016. Accrued interest as of June 30, 2015 amounted15, 2018, our former CEO contributed $57,033 to $2,214. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $8,860 and $3,600. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $55,000 in principal and $9,553 in accrued interest was forgiven.to pay for certain outstanding liabilities. The transaction was accounted for as contributed capital.

On February 22, our CEO loaned $342 to the Company, with an interest rate of 0% and due on demand. On April 6, 2018, the loan was repaid.

On February 28, 2018, our CEO loaned the Company $346. The loan is interest free and is payable on demand. On April 19, 2018. the loan was repaid.

On February 28, 2018, our CEO loaned the Company $865. The loan is interest free and is payable on demand. On April 6, 2018, the loan was repaid.

On March 19, 2018, our former CEO contributed $170 to the Company to pay for certain outstanding liabilities. The transaction was accounted for as contributed capital.

On April 9, 2018, a company controlled by our CEO contributed $25,000 to the Company to fund operations. The transaction was accounted for as contributed capital.

On April 1, 2018, our CEO loaned the Company $167. The loan is interest free and is payable on demand. On April 19, 2018, the loan was repaid.

On April 19, 2018, our CEO loaned the Company $167. The loan is interest free and is payable on demand. On April 19, 2018, the loan was repaid.

On May 21, 2018, our former CEO contributed $2,500 to the Company to pay for certain outstanding liabilities. The transaction was accounted for as contributed capital.

On July 23, 2018, a company controlled by our CEO contributed $13,000 to the Company to fund operations. The transaction was accounted for as contributed capital.

On January 29, 2019, our CEO loaned the company $250 to pay for operational expenses. The loan is interest free and payable on demand.

On February 12, 2019, our CEO loaned the company $2,512 to pay for operational expenses. The loan is interest free and payable on demand. 

On February 25, 2019, our CEO loaned the company $500 to pay for operational expenses. The loan is interest free and payable on demand.

During the year ended September 30, 2016,2019, a related party paid expenses on behalf ofcompany controlled by our CEO contributed $34,900 to the Company of $3,203.to pay for operational expenses. It was accounted for as contributed capital.  

NOTE 14.10. SUBSEQUENT EVENTS

On November 15, 2016, our CEO and the Company entered into a Release and Settlement Agreement whereby an Employment Contract was terminated and $290,000 in accrued salary was forgiven. The accrued salary was accounted for as contributed capital (See Note 5).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Convertible Note Payable in the amount of $10,000 in principal and $3,373 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 7).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby multiple notes payable in the aggregate amounts of $342,519 in principal and $149,256 in accrued interest were forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $25,000 in principal and $3,760 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $25,632 in principal and $6,763 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $30,000 in principal and $7,233 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8)

On November 15, 2016, the Company and CEO entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $3,482 in principal and $364 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

Inspired Builders, Inc.

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 and 2015

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $3,320 in principal and $347 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby a Note Payable, comprising of $90,000 of principal and $10,714 of interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable, comprising of $55,000 in principal and $9,553 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On July 17, 2017, the Company assigned all interests in the property owned in Duval County, FL to a related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively, and of real estate taxes payable of $23,714 (See Notes 4 and 6).

On August 15, 2017, Inspired Builders (the “Company”), the majority shareholders of the Company (the “Sellers”) and JJL Capital Management, LLC (the “Purchaser”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Sellers 5,643,979 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), representing approximately 50.73% of the issued and outstanding shares of the Company, for an aggregate purchase price of $564.39 (the “Purchase Price”). On August 16, 2017, the closing of the transaction occurred (“Closing Date”). Pursuant to the change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate company. Also, in connection therewith, Matthew Nordgren, the Company’s sole officer and Director, resigned from his positions and named Scott Silverman as sole director and to the positions of CEO, CFO, Chief Accounting Officer and Secretary (See Note 1).EVENT

On October 17, 2017, a related party1, the Company’s CEO loaned the Company $14,300.company $3,000 to pay for operational expenses. The loan is interest free and is payable on demand.

On October 20, 2017, a related party31, the Company’s CEO loaned the Company $825.company $1,834 to pay for operational expenses. The loan is interest free and is payable on demand.

Item 9.Changes in and Disagreements Withwith Accountants on Accounting and Financial Disclosure.

None.

Item 9A.Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2016.2019. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework: 2013”Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of September 30, 2016,2019, the Company’s internal control over financial reporting was not effective for the purposes for which it is intended.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over our financial reporting as of September 30, 20162019 the Company determined that the following items constituted a material weakness:

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm as we are a smaller reporting company and not required to provide the report.

Changes in Internal Controls over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth the name and age of officers and director as of September 30, 2016.2019. Our Executive Officers are appointed by our Board of Directors and hold their offices until they resign or are removed by the Board. Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.

As of September 30, 2016 

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

Matthew Nordgren, age 33, has served as the Chief Executive Officer of Nordco Consulting since he founded it in February 2009.  From 2007 to 2010, Mr. Nordgren has been a partner and Vice President of Schlegel Woy Management.  Since 2008, Mr. Nordgren has been the Texas President of VEEV, where he is responsible for marketing, distribution, and sales within the State of Texas.  Since 2002, Mr. Nordgren has served as an executive at Nordco, Inc., where he is responsible for corporate development and marketing strategies. Mr. Nordgren received his B.A. in government from the University of Texas.

On August 15, 2017, pursuant to a change in control transaction, Matthew Nordgren resigned as sole officer and director and Scott Silverman was appointed as the Company’s sole executive officers and directors. Directors are elected to hold offices until the next annual meeting of shareholders and until their successors are elected or appointed and qualified. Officers are appointed by the board of directors until a successor is elected and qualified or until resignation, removal or death.

As of November 1, 2017 

Scott SilvermanKai Ming Zhao (age 47) 36)

Mr. Silverman is a financial executive whoZhao has over 25 yearsten years’ experience in environmental consulting for a wide range of industries and over seven years’ experience in general project management including business success on nationaldevelopment, marketing, team building and international levels, with strong concentrationsupervision, quality control and successes in SME operational and financialclient management. HeSince March 2007, Mr. Zhao has a highly diverse knowledge of financial, legal and operations management; public company management, accounting and Securities and Exchange Commission regulations. Mr. Silverman specializes in establishing and streamlining back-office policies and procedures and implementing sound financial management and internal controls necessary for enterprise growth and scalability. While serving as the VP of Finance of Itopia, Mr. Silverman was involvedworked in the raiseSan Francisco office of over $5 million, reduced expenses by more than 40%Ramboll Group, a global leading environmental, engineering, design and participated in a 100% increase in year-over-year top line revenues.consultancy company, where he focused on helping businesses and government agencies resolving challenging environmental issues including but not limited to permitting, environmental impact assessment, carbon footprint, greenhouse gas and pollution mitigations. In 2015, Mr. Silverman is also one of the founders, and serves as President and CEO, of EverAsia Financial Group, which grew into a multi-national corporate financial management and advisory firm serving clients in the United States and Asia. He also serves as the Chief Financial Officer, and is a director on the Board of Directors, of Jade Global Holdings, Inc. Well versed in securities regulations and accounting, Mr. Silverman has orchestrated investor exits for multiple companies, including ushering five client companies through successful public offerings. WhileZhao was promoted to Managing Consultant at ICV, a boutique private equity firm, Mr. Silverman managed a $35 million portfolio of companies, simultaneously serving as the CFO for both the parent company and for several portfolio companies, one of which was listed on the Entrepreneur Magazine “Hot 100” list, and was ultimate successfully spun off, delivering added value to its shareholders. In addition to being an Intuit QuickBooks ProAdvisor, Mr. Silverman is well versed in Microsoft licensing and Office365 administration and has a working knowledge of IT systems.Ramboll Group.

Mr. SilvermanZhao received a Bachelor’s degreeB.S. in FinanceScience of Earth System from Cornell University in 2006 and an M.S. in Environmental Engineering from the George Washington University and a Master’s Degreeof California (Berkeley) in Accounting from Nova Southeastern University.2007.

Director Independence and Board Committees

We do not have any independent directors on our board of directors. As of September 30, 2016, ourOur board of directors solely consistedconsists of Matt Nordgren, our Chief Executive Officer, who was not independent. As of November 1, 2017, our board of directors consists solely of Scott Silverman,Kai Ming Zhao, our Chief Executive Officer, who is not independent. Our board of directors does not have any committees, as companies whose securities are traded on the OTC Bulletin BoardMarkets are not required to have board committees. However, if, at such time in the future, we appoint independent directors on our board we expect to form the appropriate board committees.

We currently do not have a standing audit, nominating or compensation committee. Our board of directors handles functions that would otherwise be handled by each of the committees. We believe that there is not a need for a nominating committee at this time because our board of directors consists of solely one director who is not independent and who is the only decision maker. At such point when we have independent board of directors we will need to establish a nomination committee.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Code of Ethics

We have not adopted a code of ethics that applies to our principal executive officer and principal financial officer. We intend to adopt a Code of Ethics as we develop our business.

Item 11. Executive Compensation.

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us for fiscal year 2016years 2019 and fiscal year 2015.2018.

SUMMARY COMPENSATION TABLE