UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended DecemberMarch 31, 2017

2018

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

Commission File Number: 333-171636

Inspired Builders, Inc.

(Exact name of registrant as specified in its Charter)

(786) 323-7900917-575-8927

(Registrant’s telephone number, including area code)

N/Ac/o Nevada Registered Agents LLC

401 Ryland St, Suite 200-A

Reno, NV 89502

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒    No ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒    No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common equity: 101,125,525101,125,000 shares of the registrant’s common stock, par value of $0.001 per share, were outstanding as of January 26,May 8, 2018.

Inspired Builders, Inc.

Quarterly Report on Form 10-Q

March 31, 2018

December 31, 2017

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1 –1. Financial StatementsStatements.

The following unaudited interim financial statements of Inspired Builders, Inc. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this quarterly report on Form 10-Q:

INSPIRED BUILDER, INC

CONDENSED BALANCE SHEETS

See accompanying notes to financial statements

INSPIRED BUILDERS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

See accompanying notes to financial statements

INSPIRED BUILDERS, INC

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

See accompanying notes to financial statements

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

DecemberMarch 31, 20172018

(Unaudited)

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 5,643,97995,643,929 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.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results of operations. The unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on form 10-K for the year ended September 30, 2017, filed with the SEC on November 11,22, 2017. The interim results for the period ended DecemberMarch 31, 20172018 are not necessarily indicative of expected results for the full fiscal year. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.

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.

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 DecemberMarch 31, 20172018 and 2016, respectively.September 30, 2017.

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 0 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 DecemberMarch 31, 20172018 and September 30,March 31, 2017, respectively.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

DecemberMarch 31, 20172018

(Unaudited)

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 income tax assets and liabilities are computed annually for differences between financial statement and income tax bases of assets and liabilities that will result in taxable income or deductible expenses in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period adjusted for the change during the period in deferred tax assets and liabilities.

The Company follows 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, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of DecemberMarch 31, 2017,2018, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. All tax returns from fiscal years 2010 to 20162017 are subject to IRS audit.

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.

Use of Estimates

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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Recent accounting pronouncements

The Company has reviewed the Accounting Standards Updates through ASU No. 2016-012018-05 and these updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

NOTE 3. GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net loss of $112,539$114,687 and a working capital deficit of $86,352$9,345 as of DecemberMarch 31, 2017.2018. 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.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2018

(Unaudited)

NOTE 4. LOAN PAYABLE – RELATED PARTY

On October 17, 2017, our 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 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.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

December 31, 2017

(Unaudited)On January 7, 2018, our 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 26, 2018, our 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 CEO loaned the Company $3,884. 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 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.

NOTE 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. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $342,519 in principal and $149,258 in accrued interest was forgiven. The transaction was accounted for as contributed capital. The total outstanding principal at DecemberMarch 31, 20172018 and September 30, 2017 amounted to $2,500 and $2,500, respectively. Accrued interest at DecemberMarch 31, 20172018 and September 30, 2017, amounted to $505$535 and $473, respectively.

NOTE 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.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2018

(Unaudited)

NOTE 7. SHAREHOLDERS’ EQUITY

On December 18,October 17, 2017, our CEO loaned the Company increased its authorized common shares from 50,000,000 shares to 250,000,000.$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 December 18,October 20, 2017, our CEO loaned the Company issued 90,000,000 common shares with a fair value of $90,000 to JJL Capital Management, LLC, a company beneficially owned$825. The loan is interest free and controlled byis payable on demand. On February 15, 2018, the loan was forgiven. The transaction was accounted for as contributed capital.

On January 7, 2018, our CEO entered into an unsecured note payable for services rendered$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 26, 2018, our 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 CEO entered into an unsecured note payable for $3,884, 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 15, 2018, our CEO contributed $57,034 to the Company byto pay for certain outstanding liabilities. The transaction was accounted for as contributed capital.

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

NOTE 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 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. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $342,519 in principal and $149,258 in accrued interest was forgiven. The transaction was accounted for as contributed capital. The total outstanding principal at DecemberMarch 31, 20172018 and September 30, 2017 amounted to $2,500 and $2,500, respectively. Accrued interest at DecemberMarch 31, 20172018 and September 30, 2017, amounted to $505$535 and $473, respectively.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2018

(Unaudited)

On October 17, 2017, our 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 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 90,000,000 common shares with a fair value of $90,000 to JJL Capital Management, LLC, a company beneficially owned and controlled by our CEO for services rendered to the Company by our CEO.

On January 8, 2018, our 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 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 26, 2018, our 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 CEO entered into an unsecured note payable for $3,884, 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 15, 2018, our CEO contributed $57,034 to the Company 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. The loan was repaid on April 6, 2018.

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

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.

NOTE 10. SUBSEQUENT EVENT

On January 8, 2018, our CEO entered into an unsecured note payable for $3,000 with an interest rate of 0% due upon demand by the holder.

On January 12, 2018, the Company entered into a settlement and release agreement with Anslow & Jaclin, LLP and Richard Anslow to settle an outstanding legal invoice for a total of $8,000 to be paid when the Company completes a change in control.

On January 25, 2018 our CEO entered into an unsecured noteloaned the Company $1,562. The loan is interest free and is payable for $109,on demand. On April 6, 2018 the loan was repaid.

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

On February 28, 2018, our CEO loaned $865 to the holder.Company, with an interest rate of 0% and due on demand. The loan was repaid on April 6, 2018.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This quarterly report on Form 10-QThe following discussion of our financial condition and other reports filed by Inspired Builders, Inc. (the “Company”) from timeresults of operations should also be read in conjunction with our unaudited consolidated financial statements and the notes to time with the SEC (collectively, the “Filings”) contain or may containthose financial statements appearing elsewhere in this report. The following discussion contains forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respectrelating to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actualour future performance. Actual results may materially differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although the Companymanagement believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the Company cannot guarantee futureunderlying assumptions will, in fact, prove to be correct or that actual results levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company doeswill not intend to update any of the forward-looking statements to conform these statements to actual results.be different from expectations expressed in this report.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Plan of OperationsOverview 

Inspired Builders, Inc., a (“we” or the “Company”) was incorporated in the State of Nevada Corporation,in February 2010. The Company was previouslyinitially located in Boston, Massachusetts. On January 13, 2012, pursuant to the change of control transaction, we relocated to Santa Monica, California. Until the change of control transaction, we focused on repairing and providing home improvements for the homeowners. Until August 15, 2017, the Company was focused on acquiring, investing in, developing and managing real estate properties and related investments. On August 15, 2017, pursuant to another change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate company.

On February 15, 2018, the Company, the majority shareholder of the Company (the “Seller”) and certain buyer (the “Purchaser”) entered into a stock purchase agreement, whereby the Purchaser purchased from the Seller, 95,643,929 shares of common stock, par value $0.001 per share, of the Company, representing approximately 94.58% of the issued and outstanding shares of the Company, for an aggregate purchase price of $300,000.

In connection with the change in control, the Company 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.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the three and six months ended March 31, 2018 and 2017.

Our principal business objectiveoperating results for the next 12three and six months ended March 31, 2018 and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We2017 are a shell company which is moving forward with the business of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market that is seeking the advantages of being a publicly held corporation whose stock is traded on the OTC market place.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.summarized as follows:

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our sole officer and director has indicated that he is willing to loan additional funds to the Company to cover any shortfalls, although there is no written agreement or guarantee of such actions.

Results of Operation

For the three months ended DecemberMarch 31, 20172018 and 20162017

For the three months ended DecemberMarch 31, 2017,2018, we generated no revenue as compared to no revenue for the same period ended DecemberMarch 31, 2016.2017.

Expenses for the three months ended DecemberMarch 31, 20172018 totaled $112,539$2,148 resulting in a net loss of $112,539.$2,148. Expenses for the three months ended DecemberMarch 31, 20172018 consisted of $112,507$2,117 in general and administrative expenses and $32$31 in interest expense. In comparison, net lossexpenses for the same period ended DecemberMarch 31, 2017 totaled $9,663 resulting in a net loss of $9,663. Expenses for the period ended March 31, 2016 totaled $45,589 comprisingconsisted of $4,084 in general and administrative expenses of $34,084 and $11,505$5,579 in interest expense. The increasedecrease in the expenses for the three months ended DecemberMarch 31, 2018 is due to the forgiveness of related party notes and elimination of accompanying interest.

For the six months ended March 31, 2018 and 2017

For the six months ended March 31, 2018, we generated no revenue as compared to no revenue for the same period ended March 31, 2017.

Expenses for the six months ended March 31, 2018 totaled $114,687 resulting in a net loss of $114,687. Expenses for the six months ended March 31, 2018 consisted of $114,624 in general and administrative expenses and $63 in interest expense. In comparison, expenses for the same period ended March 31, 2017 totaled $55,252 resulting in a net loss of $55,252. Expenses for the period ended March 31, 2017 consisted of $38,168 in general and administrative expenses and $17,084 in interest expense. The increase in general and administrative expenses for the six months ended March 31, 2018 is mostly attributabledue to the issuance of 90,000,000 of common stock for services to our sole officerprevious CEO. The decrease in interest expense is the result of the forgiveness of related party notes and director as compensation for services renderedelimination of $90,000.accompanying interest.

Liquidity and Capital Resources

For the six months ended March 31, 2018, the net cash used in operating activities was $82,437 compared with $0 used by operating activities for the six months ended March 31, 2017. The change is related to the settlement of outstanding liabilities. For the six months ended March 31, 2018 and March 31, 2017, the net cash used in investing activities was $0 and $0, respectively. The net cash provided by financing activities was $82,437 for the six months ended March 31, 2018 compared with $0 for the six months ended March 31, 2017. As of DecemberMarch 31, 2017 and to date,2018, we did not maintain a cash balance and musthad to rely on an affiliate to fund business operations. We are actively pursuing merger opportunities as described herein.  

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the six months ended March 31, 2018 and March 31, 2017:

Subsequent Events

The Company has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

On January 8, 2018, the Company and our principal shareholder entered into a non-binding letter intent for the principal shareholder to sell their shares. A deposit of $30,000 has been placed into escrow subject to the completion of due diligence. The parties are currently negotiating a definitive agreement and there is no assurance that this transaction will close.

Off Balance Sheet Arrangement

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

Accounting Basis

Our financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Our company’s fiscal year end is September 30.

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.

Earnings (Loss) per Share

Our company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing our company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing our company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no dilutive or potentially dilutive shares outstanding for all periods presented.

Income Taxes

Our company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets 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 opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A full valuation allowance was used and no deferred tax assets or liabilities were recognized as of March 31, 2018 or September 30, 2017, respectively.

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.

Use of Estimates

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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over our company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Our company has these relationships.

Recent Accounting Pronouncements

Our company has reviewed the Accounting Standards Updates through ASU No. 2018-05 and these updates have no current applicability to our company or their effect on the financial statements would not have been significant.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) 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 as of DecemberMarch 31, 2017,2018, 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 for the reason described below.

Because of our limited operations, we have a limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On December 18, 2017, the Company issued 90,000,000 common shares to JJL Capital Management, LLC, a company beneficially owned by Scott Silverman, the sole officer and directorThere were no unregistered sales of the Company, for services rendered toCompany’s equity securities during the Company by Scott Silverman in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended..three months ended March 31, 2018.

Item 3. Defaults Upon Senior Securities.

There were no defaults upon senior securities during the quarterthree months ended DecemberMarch 31, 2017.2018. 

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.None. 

Item 6. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.