See accompanying notes to financial statements

INSPIRED BUILDERS, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2019 AND 2018

(UNAUDITED)

See accompanying notes to financial statements

INSPIRED BUILDERS, INC

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

DecemberMarch 31, 20172019

(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’sits 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 Ming Zhao as sole director and to the positions of CEO, CFO, Chief Accounting Officer and Secretary. 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.

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, 2017,2018, filed with the SEC on November 11, 2017.December 7, 2018. The interim results for the periodperiods ended DecemberMarch 31, 20172019 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, 20172019 and 2016, respectively.September 30, 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. TheAs of March 31, 2019 and March 31, 2018, the Company has 0 and 20,833 shares issuable upon conversion of convertible notes payable that weredid not included in the computation ofhave any outstanding dilutive loss per share because their inclusion is anti-dilutive for the periods ended December 31, 2017 and September 30, 2017, respectively.

securities.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

DecemberMarch 31, 20172019

(Unaudited)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Reverse Stock Split

On May 15, 2018, the Company’s board of directors approved a reverse stock split whereby each one hundred (100) shares of our 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, 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 examination by therealized. No deferred tax authorities. It also provides guidance for derecognition, classification, interestassets or liabilities were recognized as of March 31, 2019 and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2017, 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 2016 are subject to IRS audit.September 30, 2018 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.

Revenue and Cost Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). ASU 2014-09 removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. This guidance requires that an entity depict the consideration by applying a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. On April 1, 2015, the FASB voted for a one-year deferral of the effective date of the new revenue recognition standard, ASU No. 2014-09. On July 15, 2015, the FASB affirmed these changes, which requires public entities to apply the amendments in ASU 2014-09 for annual reporting beginning after December 15, 2017. The Company has no current source of revenue;revenue therefore the Company hasadoption of this standard did not yet adoptedhave any policy regarding the recognition of revenue or cost.

Recent accounting pronouncements

The Company has reviewed the Accounting Standards Updates through ASU No. 2016-01 and these updates have no current applicability to the Company or their effect on the financial statements would not have been significant.Company.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

NOTE 3. GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net loss of $112,539$35,144, an accumulated deficit of $1,490,664 and a working capital deficit of $86,352$2,804 as of DecemberMarch 31, 2017.2019. 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. LOANLOANS PAYABLE – RELATED PARTY

On October 17, 2017, ourJanuary 29, 2019, the Company’s CEO loaned the Company $14,300.company $250 to pay for operational expenses. The loan is interest free and is payable on demand.

On October 20, 2017, ourFebruary 12, 2019, the Company’s CEO loaned the Company $825.company $2,511 to pay for operational expenses. The loan is interest free and payable on demand. 

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

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

December 31, 2017

(Unaudited)

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, 20172019 and September 30, 20172018 amounted to $2,500 and $2,500, respectively. Accrued interest at DecemberMarch 31, 20172019 and September 30, 2017,2018, amounted to $505$599 and $473,$537, 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.

NOTE 7. SHAREHOLDERS’ EQUITY

Capital Contributions

On December 18, 2017,During the Company increased its authorized common shares from 50,000,000 shares to 250,000,000.

On December 18, 2017, the Company issued 90,000,000 common shares withsix months ended March 31, 2019, a fair value of $90,000 to JJL Capital Management, LLC, a company beneficially owned and controlled by our CEO for services renderedcontributed $34,900 to the Company by our CEO.to pay for operational expenses. It was accounted for as contributed capital. 

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

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, 20172019 and September 30, 20172018 amounted to $2,500 and $2,500, respectively. Accrued interest at DecemberMarch 31, 20172019 and September 30, 2017,2018, amounted to $505$599 and $473,$537, respectively.

On October 17, 2017, ourJanuary 29, 2019, the Company’s CEO loaned the Company $14,300.company $250 to pay for operational expenses. The loan is interest free and is payable on demand.

On October 20, 2017, ourFebruary 12, 2019, the Company’s CEO loaned the Company $825.company $2,511 to pay for operational expenses. The loan is interest free and payable on demand. 

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

On December 18, 2017,During the Company issued 90,000,000 common shares withsix months ended March 31, 2019, a fair value of $90,000 to JJL Capital Management, LLC, a company beneficially owned and controlled by our CEO for services renderedcontributed $34,900 to the Company by our CEO.to pay for operational expenses. It 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 byManagement has evaluated subsequent events through the holder.

On January 12, 2018,date the Company entered into a settlementStatements were issued and release agreement with Anslow & Jaclin, LLP and Richard Anslowthere are no subsequent events that would require adjustment to settle an outstanding legal invoice for a total of $8,000 to be paid whenor disclosure in the Company completes a change in control.

On January 25, 2018, our CEO entered into an unsecured note payable for $109, with an interest rate of 0% due upon demand by the holder.Statements.

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, 956,439 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.

On May 15, 2018, our company’s board of directors, and a majority of our stockholders approved by resolution, a reverse stock split of our authorized and issued and outstanding shares of common stock on a one hundred (100) old for one (1) new basis. Articles of Amendment to the Articles of Incorporation for the reverse stock split were filed and became effective with the Nevada Secretary of State on July 3, 2018. Consequently, our issued and outstanding shares of common stock decreased from 101,125,000 to 1,011,254 shares of common stock, all with a par value of $0.001. The reverse split became effective with the OTC Markets at the opening of trading on July 10, 2018.

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, 2019 and 2018.

Our principal business objectiveoperating results for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We 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.

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, 20172019 and 20162018 are summarized as follows:

For the three months ended DecemberMarch 31, 2017,2019 and 2018

For the three months ended March 31, 2019, we generated no revenue as compared to no revenue for the same period ended DecemberMarch 31, 2016.2018.

Expenses for the three months ended DecemberMarch 31, 20172019 totaled $112,539$13,364 resulting in a net loss of $112,539.$13,364. Expenses for the three months ended DecemberMarch 31, 20172019 consisted of $112,507$13,333 in general and administrative expenses and $32$31 in interest expense. In comparison, net lossexpenses for the same period ended DecemberMarch 31, 20162018 totaled $45,589 comprising$2,148 resulting in a net loss of $2,148. Expenses for the period ended March 31, 2018 consisted of $2,117 in general and administrative expenses, of $34,084 and $11,505$31 in interest expense. The increase in the expenses for the three months ended DecemberMarch 31, 20172019 is mostly attributabledue to higher costs of professional and legal fees.

For the six months ended March 31, 2019 and 2018

Our operating results for the six months ended March 31, 2019 and 2018 are summarized as follows:

For the six months ended March 31, 2019, we generated no revenue as compared to no revenue for the same period ended March 31, 2018.

Expenses for the six months ended March 31, 2019 totaled $35,144 resulting in a net loss of $35,144. Expenses for the six months ended March 31, 2019 consisted of $35,081 in general and administrative expenses and $63 in interest expense. In comparison, expenses for the same period ended March 31, 2018 totaled $114,687 resulting in a net loss of $114,687. Expenses for the period ended March 31, 2018 consisted of $114,624 in general and administrative expenses, including the issuance of 90,000,000900,000 shares of common stock to our sole officerformer CEO valued at $90,000 and director as$63 in interest expense. The change in the expenses for the six months ended March 31, 2019 is due to higher costs of professional and legal fees and the non-recurrence of the one-time issuance of equity compensation for services rendered of $90,000.to our former CEO during the six months ended March 31, 2018.

Liquidity and Capital Resources

For the six months ended March 31, 2019, the net cash used in operating activities was $26,580 compared with $82,437 used in operating activities for the six months ended March 31, 2018. While Accounts Payable and Accrued Expenses increased from $6,374 to $18,200, our Net Loss decreased to the non-recurrence of the one-time issuance of equity compensation to our former CEO during the six months ended March 31, 2018, resulting in an overall decrease in cash used in operating activities in the six months ended March 31, 2019 compared to the same period in 2018. For the six months ended March 31, 2019 and March 31, 2018, the net cash used in investing activities was $0 and $0, respectively. The net cash provided by financing activities was $38,162 for the three months ended March 31, 2019 compared with $82,437 for the three months ended March 31, 2018. As of DecemberMarch 31, 2017 and to date, we did not maintain a cash balance and must rely on an affiliate to fund business operations.2019, the Company had $15,229 in cash. 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, 2019 and March 31, 2018:

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, 2019 and September 30, 2018, 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 adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements including those not yet effective is not anticipated to have a material effect on the financial position or results of operations of our company.

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. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). 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, 2017,2019, 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, 2019.

Item 3. Defaults Upon Senior Securities.

There were no defaults upon senior securities duringThe Company is currently in default of a note payable to a related party, dated December 20, 2013 in the quarter ended December 31, 2017.amount of $2,500. 

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.

15