☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Former name, former address and former fiscal year, if changed since last report:Not applicable.

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 website, 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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

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

As of May ~~7, 2018,~~10, 2019, the registrant had ~~3,148,333~~3,540,410 shares of common stock, par value $0.0001 per share, issued and outstanding.

~~See accompanying notes to unaudited condensed consolidated financial statements.~~

See accompanying notes to unaudited condensed consolidated financial statements.

Arista Financial Corp. (the “Company”) was incorporated in Nevada on December 15, 2009. Effective February 21, 2012, the Company filed with the State of Nevada a Certificate of Amendment to the Articles of Incorporation changing the Company’s name from Hunt for Travel, Inc. to Praco Corporation (“Praco”) and on January 2, 2018, the Company changed its name to Arista Financial Corp.

On April 19, 2017, the Company entered into the Share Exchange Agreement with Arista Capital Ltd. (“Arista Capital”), a Nevada corporation formed on June 10, 2014, and the Arista Capital Shareholders (the “Share Exchange Agreement”) pursuant to which the Company agreed, subject to the terms and conditions in the Share Exchange Agreement, to exchange newly issued shares of the Company for shares of Arista Capital held by the Arista Capital Shareholders, with Arista Capital becoming a wholly-owned subsidiary of the Company (the “Transaction”). The closing of the Transaction (the “Closing”) was to take place sixty days after the execution of this Agreement. On July 18, 2017, the parties entered into the First Addendum to the Share Exchange Agreement, pursuant to which the closing date for the Transaction was scheduled for September 15, 2017. In connection with this First Addendum, Arista Capital paid the Company a $15,000 non-refundable deposit, and had the right to extend the closing date in intervals of thirty days upon payment of an additional non-refundable deposit of $10,000 for each requested extension interval. In November 2017, Arista Capital paid the Company an additional $10,000 non-refundable deposit. The Closing occurred on December 14, 2017. At Closing, Arista Capital paid the Company $72,500 which was used to pay all remaining outstanding liabilities of Praco.

Prior to Closing, the Company restructured its equity ownership via a reverse stock split at a ratio of 13.2 to 1 which reduced the number of shares of common stock outstanding to 522,558 shares followed by the issuance of an additional 95,109 shares to certain Praco Shareholders so that there were 617,667 shares outstanding immediately prior to the Closing. On the date of the Exchange Agreement, the fair value of the 617,667 shares retained by Praco shareholders was approximately $401,000, or $0.65 per common share, based on the quoted closing price of the Company common shares. Therefore, the Praco shareholders received aggregate consideration for the acquisition of $498,500. At Closing, the Company exchanged two shares of its common stock for each outstanding share of Arista common stock. This resulted in the issuance at Closing of an additional 2,470,666 shares of common stock which consisted of 2,084,000 common shares issued to Arista Shareholders and 386,666 common shares issued to certain Arista Capital noteholders upon the conversion of convertible notes payable. Accordingly, Arista Capital Shareholders owned in the aggregate approximately 80% of the outstanding common stock of the Company, with the Praco Shareholders owning the remaining approximately 20% of the Company and Arista Capital became a wholly-owned subsidiary of the Company. At the time of the closing, under the Exchange Agreement, the Company, then known as Praco Corporation, was not engaged in any business activity and was considered a shell.

Also, at Closing, the Praco Shareholders were issued warrants for 283,749 common shares on a pro-rata basis exercisable at $2.00 per share and subject to the same terms and conditions as the warrants currently held by the Arista warrant holders except without a cashless exercise option. On the date of the Exchange Agreement, the Company calculated the fair value of the 283,749 warrants using the Black-Sholes option pricing method. The fair value of the warrants was approximately $108,000. In addition, immediately following the Closing, the Company exchanged each outstanding Arista warrant for new warrants issued by the Company entitling the holder to purchase an equal number of shares of the Company’s common stock as the number of Arista shares they were entitled to purchase upon exercise, subject to the same terms and conditions as the Arista Capital warrants except without a cashless exercise option. Also, at Closing, the Company exchanged each outstanding Arista Capital convertible note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista Capital shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held by Arista Capital convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000 shares of Common Stock and convertible notes convertible into 199,999 shares of Common Stock.

~~As of December 31, 2017, the Company has recapitalized the Company to give effect to the Share Exchange Agreement discussed above.~~ Under generally accepted accounting principles, the acquisition by the Company of Arista Capital is considered to be a capital ~~transactions~~transaction in substance, rather than a business combination. That is, the acquisition is equivalent to the acquisition by Arista Capital of the Company ~~then known as Praco Corporation,~~ with the issuance of stock by Arista Capital for the net assets of the Company. This transaction is reflected as a recapitalization and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse ~~takeover~~merger accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, Arista Capital. Accordingly, the Company’s financial statements prior to the closing of the reverse acquisition, reflect only the business of Arista Capital.

The accompanying consolidated financial statements reflect the recapitalization of the stockholders’ deficit as if the transactions occurred as of the beginning of the first period presented. Thus, the 2,000,000 shares of common stock issued to the former Arista Capital stockholders are deemed to be outstanding from December 31, 2015.

~~Arista Capital was formed on June 10, 2014 as a Nevada corporation.~~ The Company is a finance company that provides financing to other ~~very~~ small finance companies that do not have significant access to the capital markets. Typically, the Company does this by acquiring lease portfolios from such lenders at a purchase price that yields the Company an annual return and these lenders continue to service the portfolios purchased by the Company. The Company is currently focused on leases for trucks and construction equipment.

These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying condensed consolidated financial statements, for the three months ended March 31, 2019, the Company had a net loss of $320,574 and used cash in operating activities of $70,816. Additionally, the Company had an accumulated deficit of $2,419,759, a stockholders’ deficit of $1,049,663, and a working capital deficit of $788,890 at March 31, 2019, and minimal revenues for the three months ended March 31, 2019. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. Although the Company has historically raised capital from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. Management believes that its ability to attract debt and equity financing in the capital markets is enhanced as a public reporting company. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The management of the Company is responsible for the selection and use of appropriate accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

The ~~accompanying~~Company prepares its condensed consolidated financial statements ~~have been prepared~~ in conformity with accounting principles generally accepted in the United States (“U.S. ~~GAAP pursuant to~~GAAP”) and include the ~~rules and regulations~~accounts of the ~~Securities~~Company and Exchange Commission (SEC) for interim financial information. Accordingly they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustmentsits wholly-owned subsidiary. All intercompany balances and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2017 Form 10-K. have been eliminated upon consolidation.

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the three months ended March 31, ~~2018 and 2017~~2019 include estimates of allowances for uncollectible finance leases receivable, the useful life of property and equipment, ~~estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of equipment held for sale,~~ and the fair value of non-cash equity transactions.

These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying condensed consolidated financial statements, for the three months ended March 31, 2018, the Company had a net loss of $231,754 and used cash in operating activities of $60,326, respectively. Additionally, the Company had an accumulated deficit of $1,166,247 and had a stockholders’ deficit of $528,181 at March 31, 2018, respectively, and had minimal revenues for the three months ended March 31, 2018. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. Although the Company has historically raised capital from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. Management believes that’s its ability to attract debt and equity financing in the capital markets will be greatly enhanced by becoming a public reporting company. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820.

The carrying amounts reported in the consolidated balance sheets for cash, financing lease receivables, due from lease service provider, accrued interest receivables, prepaid expenses, notes payable, accounts payable, accrued expenses, accrued interest payable and amounts due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company does not account for any instruments at fair value using level 3 valuation.

~~ASC 825-10 “~~~~Financial Instruments~~”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, cash in bank did not exceed federally insured limits. The Company has not experienced any losses in such accounts through March 31, ~~2018.~~2019.

Financing leases receivable represent amounts due from lessees in various industries, related to equipment on direct financing leases. Currently, the Company relies on one source to acquire financing leases and to service such leases. The Company believes that other lenders are available to acquire lease portfolios if the Company cannot acquire additional financing lease receivable portfolios from its single source. Additionally, as of March 31, ~~2018,~~2019, the Company’s portfolio of financing leases consists of ~~five~~seven leases. A default on or loss of any of these leases would have a material adverse effect on the Company’s results of operations and financial condition.

For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company did not have any cash equivalents.

Financing leases receivable are recorded at the aggregate future minimum lease payments, estimated unguaranteed residual value of the leased equipment less unearned income. Residual values, which are reviewed periodically, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. The unearned income is recognized in revenues in the statements of operations over the lease term, in a manner that produces a constant rate of return on the lease. Financing leases receivable due after twelve months from the balance sheet date are reflected as a long-term asset. Financing leases receivables are periodically evaluated based on individual ~~credit worthiness~~creditworthiness of customers. Based on this evaluation, the Company records allowance for estimated losses on these receivables.

Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
	6
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally unobservable inputs and not corroborated by market data.

~~MARCH 31, 2018~~Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Income from direct financing lease transactions is reported using the financing method of accounting, in which the Company’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding. Allowances for losses on direct financing leases are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off to the allowance as they are deemed uncollectible. Direct financing leases are generally placed in a nonaccrual status (i.e., no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on nonaccrual status. Leases placed on nonaccrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.

The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

~~The Company follows the accounting guidance for uncertainty in income taxes using the provisions of 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 position will be sustained upon examination by the tax authorities. As of March 31, 2018 and December 31, 2017, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the years ending on and after December 31, 2014. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of March 31, 2018.

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

~~Pursuant~~Through March 31, 2018, pursuant to ASC 505-50 –“Equity-Based Payments to Non-Employees”, all share-based payments to non-employees, including grants of stock options, ~~are~~were recognized in the condensed consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company ~~adjusts~~adjusted the expense recognized in the condensed consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07,Improvements to Nonemployee Share-Based Payment Accounting,which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 in the second quarter of 2018, and the adoption did not have any impact on its condensed consolidated financial statements.

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and common shares issuable upon the conversion of convertible notes payable (using the as-if converted method). These common stock equivalents may be dilutive in the future.

All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following:

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

In May 2014, FASB issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard in 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company has concluded that ASU 2014-09 did not have a material impact on the process for, timing of, and presentation and disclosure of revenue recognition from contracts with lessees.

In February 2016, the FASB issued ASU 2016-02, “Leases”, which aims to make leasing activities more transparent and comparable and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. This ASU is effective for all interim and annual reporting periods beginning after December 15, 2018. The Company is currently assessing the impact of the guidance on its condensed consolidated financial statements and notes to its condensed consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16,“Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”,which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

In June 2018, the FASB issued Accounting Standards Update 2018-07,“Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”)”. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for underRevenue from Contracts with Customers (Topic 606). ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company will adopt the provisions of ASU 2018-07 in the quarter beginning January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statement presentation or disclosures.

In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13,“Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement disclosure requirements of ASC 820. This update is effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. The Company does not expect the adoption of ASU 2018-13 to have a material impact on its condensed consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, ~~will~~if adopted, would have a material effect on the accompanying condensed consolidated financial statements.

In December 2017, the Company repossessed one truck from one lessee that defaulted on their lease in 2017. At March 31, 2018 and December 31, 2017, the truck held for sale has an estimated residual value of $15,000 and $15,000, respectively.

The ~~Seller~~seller is responsible for administrating the leases, collecting all payments, and distributing funds to the Company. On a monthly basis, the Company shall pay the seller an administrative fee equal to 2% of the scheduled payment amount of each lease, 50% of all penalties or late fee charges collected, and 50% of all default interest collected. The seller shall remit the remaining amount received from the lessees to the Company. The finance leases require 36 monthly/weekly or bi-weekly payments through ~~February~~April 2020. Each lease is secured by ownership of the related transportation equipment. ~~As of~~

At March 31, ~~2018~~2019 and December 31, ~~2017, financing leases receivable consists of leases for transportation equipment. At March 31,~~ 2018, ~~and December 31, 2017,~~ financing leases receivable consisted of the following:

For the ~~three months~~years ended March 31, ~~2018~~2019 and ~~2017,~~2018, activities in the Company’s allowance for uncollectible financing leases receivable were are follows:

At March 31, ~~2018,~~2019, the aggregate amounts of future minimum gross lease payments receivable are as follows:

~~During the year ended December 31, 2016,~~On January 28, 2019, the Company issued a convertible note to a third-party lender totaling $35,000 (the “January 2019 Note”). The company received cash of $31,500, original issue discounts of $2,100 and debt issuances costs of $1,400. The January 2019 Note accrues interest at 10% ~~convertible promissory notes (the “2016 10% Convertible Notes”) to seven third party individuals in the aggregate amount of $400,000. The unpaid~~per annum and matures with interest and principal ~~and interest is payable three years from the date of the respective 2016 10% Convertible Note through December~~both due on October 28, 2019. The ~~Company may prepay any amount outstanding under the 2016 10% Convertible~~January 2019 Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are entitled, at their option, at any time after the issuance of the 2016 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interestis convertible into the Company’s common stock at a rate of 60% discount to the Company’s common stock with a lookback of 20 trading days.

The conversion feature of the January 2019 Note provides for an effective conversion price ~~of $1.50 per share. The noteholders have~~that is below market value on the ~~option to extend the due~~ date of ~~the notes for three additional one-year periods. In connection with the 2016 10% Convertible Notes,~~issuance. Such feature is normally characterized as a beneficial conversion feature (“BCF”). When the Company ~~issued to noteholders five-year warrants to acquire up to 575,000 shares~~records a BCF the relative fair value of ~~common stock at $2.00 per share. On December 14, 2017, in connection with~~ the ~~Share Exchange Agreement,~~BCF is recorded as a debt discount against the ~~Company issued 266,666 shares to certain noteholders upon conversion of principal~~face amount of ~~$200,000.~~the respective debt instrument. The Company recorded a BCF of $25,985. The total discounts on the note is $28,085. The total issuances costs are $1,400. The debt discount and debt issuances costs are being accreted over the life of the note to interest expense.

During the ~~period from July 1, 2017 to September 30, 2017,~~three months ended March 31, 2019 the lender converted $2,500 in principal into 5,494 shares of the Company’s common stock.

On February 11, 2019, the Company issued ~~12%~~a convertible ~~promissory notes~~note to three individuals in the aggregate amount of $200,000. The unpaid principal and interest is payable three years from the date of the respective 12% Convertible Note through August 1, 2020. The Company may prepay any amount outstanding under the 12% Convertible Note by making a ~~payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%~~third-party lender totaling $35,000 (the “February 2019 Note”). The ~~Noteholders are entitled,~~company received cash of $31,500, original issue discounts of $2,100 and debt issuances costs of $1,400. The February 2019 Note accrues interest at ~~their option, at any time after the issuance of the 12% Convertible Notes, to convert all or any lesser portion of the outstanding~~10% per annum and matures with interest and principal ~~amount and accrued but unpaid interest~~both due on November 6, 2019. The February 2019 Note is convertible into the Company’s common stock at a ~~conversion price~~rate of ~~$3.00 per share. In connection with the 12% Convertible Notes, the Company issued~~60% discount to ~~noteholders five-year warrants to acquire up to 300,000 shares of common stock at $4.00 per share.~~

~~These Convertible Notes contain certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions.~~

~~The Warrants are exercisable for shares of~~ the Company’s common stock ~~upon~~with a lookback of 20 trading days.

In addition, the ~~payment in cash~~Company issued a warrant to purchase 20,250 shares of Company common stock. The warrant entitles the ~~exercise price. The exercise price of the Warrants is subject~~holder to ~~adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting~~purchase the Company’s common ~~stock.~~stock at a purchase price of $2.00 per share for a period of three years from the issue date. The Company recorded a $13,534 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance.

The ~~Company evaluated whether or not~~conversion feature of the convertible notes and warrants above contained embedded conversion options, which meet the definition of a derivatives under ASC Topic 815. The Company concluded that since the above convertible notes had a fixedFebruary 2019 Note provides for an effective conversion price that is below market value on the ~~convertible notes were not derivative instruments.~~

~~The convertible notes were analyzed to determine if the convertible notes have an embedded~~date of issuance. Such feature is normally characterized as a beneficial conversion feature ~~(BCF)~~(“BCF”). ~~Based on this analysis,~~When the Company ~~concluded that~~records a BCF the ~~effective conversion price was greater than the~~relative fair value of the ~~Company’s common stock~~BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF of $31,288. The total discounts on the note ~~dates~~is $46,922. The total issuances costs are $1,400. Due to the fact the total discounts exceeded the face value of the note $16,822 were expensed to interest expense upon issuance. The debt discount and ~~therefore no BCF was recorded.~~debt issuances costs are being accreted over the life of the note to interest expense.

For the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, amortization of debt discount related to these convertible notes amounted to ~~$11,496~~$81,345 and ~~$13,242,~~$11,496, respectively, which has been included in interest expense on the accompanying condensed consolidated statements of operations.

As of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, accrued interest payable amounted to ~~$13,874~~$45,152 and $11,102, respectively. The weighted average interest rate for the three months ended March 31, ~~2018~~2019 and ~~2017~~December 31, 2018 was approximately ~~11.0%~~10% and ~~10.0%~~10.6%, respectively.

At March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, the convertible debt consisted of the following:

At March 31, ~~2018,~~2019, debt maturitiesare ~~$200,000~~$339,946 in ~~2019 and $200,000 in 2020~~.

On December 31, 2017, the Company issued an 8% promissory notes to a third party in the amount of $50,000. In connection with this promissory note, at December 31, 2017, the Company recorded a subscription receivable of $50,000. The funds were received in January 2018. The unpaid principal and interest is payable on June 8, 2018. In connection with this 8% note, on December 31, 2017, the Company issued to this noteholder five-year warrants to acquire up to 25,000 shares of common stock at $0.01 per share. The warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.

As discussed above, in connection with this note payable, the Company granted a warrant to acquire an aggregate of 25,000 shares of common stock to noteholder. In December 2017, on the issuance date of the warrant, the fair value of the warrants of $16,345 was recorded as a debt discount and an increase to paid-in capital, respectively. At March 31, ~~2018~~2020 and ~~December 31, 2017, note payable consisted of the following:~~$210,835 thereafter.

For the three months ended March 31, 2018 and 2017, amortization of debt discount related to this note amounted to $8,173 and $0, respectively, which has been included in interest expense on the accompanying condensed consolidated statements of operations.

In December 2017, the Company issued 8% promissory notes to certain officers and directors of the Company in the aggregate amount of $50,000. The unpaid principal and interest is payable on June 8, 2018. In connection with these 8% notes, in December 2017, the Company issued to these related party noteholders five-year warrants to acquire up to 25,000 shares of common stock at $0.01 per share These warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.

As discussed above, in connection with the notes payable, the Company granted warrants to acquire an aggregate of 25,000 shares of common stock to note holders. In December 2017, on the issuance date of the respective warrants, the fair value of the warrants of $16,053 was recorded as a debt discount and an increase to paid-in capital, respectively.

At March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, notes payable – related parties consisted of the following:

~~In connection with related party convertible note and notes payable, the weighted average interest rate for the three months ended~~As of March 31, ~~2018~~2019 and ~~the year ended~~ December 31, ~~2017 was approximately 8.0%~~2018, accrued interest payable amounted to $58 and ~~9.9%,~~$544, respectively.

~~For the three months ended March 31, 2018 and 2017, amortization~~Line of ~~debt discount related to these related party convertible notes and notes payable amounted to $8,027 and $189, respectively, which has been included in interest expense~~credit – related ~~parties on the accompanying condensed consolidated statements of operations.~~party

As of March 31, ~~2018~~2019 and December 31, ~~2017, accrued interest payable - related parties amounted to $2,492 and $186, respectively. For the three months ended March 31,~~ 2018, ~~and 2017, interest expense - related parties amounted to $9,635 and $929, respectively.~~

In December 2017, a director of the Company advanced $15,000 to the Company for working capital purposes. The advance in non-interest bearing and is payable on demand, On January 1, 2018, the advance was converted into a line of credit promissory note.

On January 1, 2018, the Company entered into a line of credit promissory note with a company owned by a director of the Company in the principal amount of $50,000 or such lesser amount as may be borrowed by the Company. This line of credit promissory note shall bear interest at the rate of 12% per annum and such interest shall be paid each month. The entire outstanding principal amount of this Note shall be due and payable on December 31, 2018. On the Maturity Date, if this Note has not been paid in full, it shall bear interest from inception at the rate of 18% per annum until paid in full. On January 1, 2018, the Company reclassified $15,000 of advances received by this related party entity into this promissory note. Additionally, during the three months ended March 31, 2018, the Company borrowed an additional $20,000 pursuant to the line of credit ~~agreement. At~~related party amounted to $70,000.

As of March 31, 2019 and December 31, 2018, ~~amounts due under the line of credit~~accrued interest payable related party amounted to ~~$35,000.~~$3,413 and $2,842, respectively.

~~During 2016 and through June 2017, the~~The Company ~~continued to rent~~rents its office space from a Director of the Company on a month-to-month basis for ~~$500 per month. In July 2017, the Company continues to rent its office space this Director on a month-to-month basis for $750~~$445 per month. For the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, rent expense – related party amounted to ~~$2,250~~$1,335 and ~~$1,500,~~$ 2,250, respectively, and is included in general and administrative expenses on the accompanying ~~condensed consolidated~~ statements of operations.

The Company has 10,000,000 shares of preferred stock authorized. Preferred stock may be issued in one or more series. The Company’s board of directors is authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series.

On September 4, 2018, the Company filed a Certificate of Designation with the Secretary of State of Nevada (the “Certificate of Designation”) designating 51 shares of its authorized preferred stock as Series A Super Voting Preferred Stock (“Series A Preferred”). The shares of Series A Preferred have a par value of $0.0001 per share. The Series A Preferred is not entitled to receive any dividends or liquidation preference and is not convertible into shares of the Company’s common stock.

The holders of the Series A Preferred shall in the aggregate have a voting power equal to 51% of the total votes of all of the outstanding common and preferred stock of the Company entitled to vote. Accordingly, each share of Series A Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock and preferred stock eligible to vote on a matter (the “Numerator”) divided by (y) 0.49, minus (z) the Numerator. For example, if the total issued and outstanding shares of common stock and preferred stock equal 5,000,000 shares, then the voting rights of one share of the Series A Preferred shall be equal to 102,036 ((5,000,000 x 0.019607) / 0.49) – (5,000,000 x 0.019607). With respect to all matters upon which stockholders are entitled to vote or give consent, the holders of the outstanding shares of Series A Preferred shall vote with the holders of the common stock and any outstanding preferred stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Company’s Articles of Incorporation or Bylaws.

The holders of a majority of the outstanding Series A Preferred may require the Company to redeem all of the outstanding shares of Series A Preferred at any time at a redemption price of $1,000 per share. In addition, the Series A Preferred shall be automatically, and without required action by the Company or the holders thereof, be redeemed by the Company at $1,000 per share on the date that Paul Patrizio ceases, for any reason, to serve as an officer, director or consultant of the Company, it being understand that if Mr. Patrizio continues without interruption to serve in at least one such capacity, this shall not be considered a cessation of service.

As of March 31, 2019 and December 31, 2018 the Company had 51 shares of Series A Preferred issued and outstanding with a stated valued of $51,000.

The Company has 5,000,000 shares of preferred stock authorized. Preferred stock may be issued in one or more series. The Company’s board of directors is authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series.

On ~~March~~February 1, ~~2018 and effective on March 15. 2018,~~2019 the Company entered into a ~~six-month~~three-month consulting agreement for ~~business development~~investor relations services. In connection with the consulting agreement, the Company agreed to issued ~~60,000~~20,000 shares of its common ~~stock.~~stock on the first of each month for the next three months. The shares were valued at their fair value of ~~$69,000 or $1.15 per common share~~$44,000 which was the fair value on the date of grant based on the closing quoted share price on the date of grant. ~~In connection with these shares, the Company recorded stock-based consulting fees of $5,750 and prepaid expenses of $63,250 which will be amortized over the remaining agreement term.~~

Effective January 1, 2018, in connection with an employment agreement (see Note 8), the Company granted to its CEO options to purchase 300,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The grant date of the options was January 1, 2018 and the options expire on January 1, 2023. The options vest as to (i) 100,000 of such shares on January 1, 2019, and (ii) as to 100,000 of such shares on January 1, 2020 and 100,000 of such shares on January 1, 2021. The fair value of this option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 100%; risk-free interest rate of 2.20%; and, an estimated holding period of 5 years. In connection with these options, the Company valued these options at a fair value of $225,193 and will record stock-based compensation expense over the vesting period. ForDuring the three months ended March 31, ~~2018 and 2017,~~2019 a lender converted $2,500 in principal into 5,494 shares of the ~~Company recorded stock-based compensation expense of $34,404 and $0, respectively.~~Company’s common stock.

~~At March 31, 2018, there were 300,000~~Stock options outstanding and no options vested and exercisable. As of March 31, 2018, there was $190,789 of unvested stock-based compensation expense to be recognized through September 2018. The aggregate intrinsic value at March 31, 2018 was approximately $0 and was calculated based on the difference between the quoted share price on March 31, 2018 and the exercise price of the underlying options.

Stock option activities for the three months ended March 31, ~~2018~~2019 is summarized as follows:

The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.

The assumptions used for warrants granted during the three months ended March 31, 2019 are as follows:

Warrant activities for the three ~~months~~ ended March 31, ~~2018 is~~2019 are summarized as follows:

On December 14, 2017 and effective on January 1, 2018 (the “Effective Date”), the Company entered into a new employment agreement with its CEO. For all services rendered by CEO pursuant to this Agreement, during the term of this Agreement the Company shall pay the CEO a salary at the following annual rates based upon the financial statements of the Company:

The CEO’s base salary shall be increased on each January 1st during the term of this Agreement by not less than five percent (5%) of the then annual compensation amount.

The Company will provide the CEO with an allowance equal to $2,000 per month for health insurance with such allowance increased on each anniversary date of this Agreement at the same rate as the CEO’s base compensation in addition to any amounts provided to employees generally.

The CEO will earn an annual bonus as follows: nine percent (9%) of the Company’s annual EBITDA (Earnings before interest expense, taxes, depreciation, and amortization and all other non-cash charges) up to the first $5,000,000 of EBITDA, then 5% on amounts thereafter, based on the audited consolidated results of the Company. This bonus shall be payable in cash within thirty days after the audit has been completed. In addition, the CEO was entitled to a transaction bonus in the amount of $20,000 payable in cash at the closing of the Share Exchange in addition to any amounts outstanding to him from Arista at that time.

In addition, effective January 1, 2018, the CEO was granted options to purchase 300,000 shares of the Corporation’s common stock at an exercise price of $1.00 per share which shall vest annually on a pro rata basis over the ~~3 year~~3-year period commencing January 1, 2019.

Unless earlier terminated in accordance with the terms hereof, the term of the Agreement shall be for the period commencing as of the Effective Date and ending December 31, 2022; provided, however, that on each anniversary date of the Agreement, this Agreement shall automatically be extended for successive one-year periods unless the Company or the CEO shall have given the other written notice of its or his intention to terminate this Agreement at least six months prior to the anniversary date in any such year.

In the event of termination of employment by the Company pursuant to the Agreement, without cause, the Company shall continue for a period equal to the greater of (A) the balance of the term of the Agreement, or (B) two (2) years, the following: (i) the CEO’s base salary at its then annual rate, and (ii) provide to the Executive the benefits.

In the event of termination of the CEO’s employment by the Company in the first year of the Agreement for any reason whatsoever excluding a termination with cause, the Company shall pay as severance to CEO, no later than thirty days following the date of termination, the greater of (i) 300% of the maximum allowable bonus payable to the Executive pursuant to Section 4(b); or (ii) the sum of $300,000.

Future minimum commitment payments under an employment agreement at March 31, ~~2018~~2019 are as follows:

On March 1, 2018, the Company entered into a one-year consulting agreement with a third-party entity for assistance with corporate strategy, investor relations, and financial advisory and business development services. In connection with this consulting agreement, the Company paid the consultant $5,000. Upon fulfillment of the term of the agreement, the agreement shall convert to either an “at will” agreement or shall extend for an additional period of time as mutually determined by the Company and consultant.

On July 19, 2018, the Company entered into an investment agreement with a third-party entity to invest up to $5,000,000 over a commitment period of three years by purchasing the Company’s common stock under Section 4(a)(2) of the Securities Act of 1933. The third-party entity’s obligation to purchase the Company’s common stock is subject to the filing and effectiveness of an S-1 registration statement by the Company.

OnSubsequent to March 1, 2018, the Company entered into a one year consulting agreement with a third party entity for business development services. In connection with this consulting agreement, the Company paid the consultant $5,000.

~~In May 2018,~~31, 2019 the Company issued an 8% promissory note to an individual in the amount of $50,000. The unpaid principal and interest is payable in November 2018. In connection with these 8% notes, in May 2018, the Company issued to this individual noteholder five-year warrants to acquire up to 25,00020,000 shares of its common stock ~~at $0.01 per share. The warrants are exercisable~~ for services rendered.

Subsequent to March 31, 2019 a lender converted $5,000 in principal into 45,833 shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.

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

This ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying condensed consolidated financial statements and the audited consolidated financial statements and notes thereto included in our ~~2017~~2018 Form 10-K.

Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the below ~~"Forward-Looking Statements"~~“Forward-Looking Statements” section of this MD&A and our ~~2017~~2018 Form 10-K for a discussion of these risks and uncertainties.

In this report and in reports we subsequently file and have previously filed with the SEC on Forms 10-K and 10-Q and file or furnish on Form 8-K, and in related comments by our management, we use words like “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of those words or similar expressions to identify forward-looking statements that represent our current judgment about possible future events. In making these statements we rely on assumptions and analysis based on our experience and perception of historical trends, current conditions and expected future developments as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors, both positive and negative.

We caution readers not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where we are expressly required to do so by law.

We are a finance company that provides financing to other small finance companies that do not have significant access to the capital markets. Typically, we do this by acquiring lease portfolios from such lenders at a purchase price that yields us an annual return and these lenders continue to service the portfolios purchased by us. We are currently focused on leases for trucks and construction equipment.

On April 19, 2017, the Company entered into the Share Exchange Agreement with Arista Capital Ltd. (“Arista Capital”) and the Arista Capital Shareholders (the “Share Exchange Agreement”) pursuant to which the Company agreed, subject to the terms and conditions in the Share Exchange Agreement, to exchange newly issued shares of the Company for shares of Arista Capital held by the Arista Capital Shareholders, with Arista Capital becoming a wholly-owned subsidiary of the Company (the “Transaction”). The closing of the Transaction (the “Closing”) was to take place sixty days after the execution of this Agreement. On July 18, 2017, the parties entered into the First Addendum to the Share Exchange Agreement, pursuant to which the closing date for the Transaction was scheduled for September 15, 2017. In connection with this First Addendum, Arista Capital paid the Company a $15,000 non-refundable deposit, and had the right to extend the closing date in intervals of thirty days upon payment of an additional non-refundable deposit of $10,000 for each requested extension interval. In November 2017, Arista Capital paid the Company an additional $10,000 non-refundable deposit. The Closing occurred on December 14, 2017. At Closing, Arista Capital paid the Company $72,500 which was used to pay all remaining outstanding liabilities of Praco.

Prior to Closing, the Company restructured its equity ownership via a reverse stock split at a ratio of 13.2 to 1 which reduced the number of shares of common stock outstanding to 522,558 shares followed by the issuance of an additional 95,109 shares to certain Praco shareholders so that there were 617,667 shares outstanding immediately prior to the Closing. On the date of the Share Exchange Agreement, the fair value of the 617,667 shares retained by Praco shareholders was approximately $401,000, or $0.65 per common share, based on the quoted closing price of the Company common shares. Therefore, the Praco shareholders received aggregate consideration for the acquisition of $498,500. At Closing, the Company exchanged two shares of its common stock for each outstanding share of Arista common stock. This resulted in the issuance at Closing of an additional 2,470,666 shares of common stock which consisted of 2,084,000 common shares issued to Arista Shareholders and 386,666 common shares issued to certain Arista Capital noteholders upon the conversion of convertible notes payable. Accordingly, Arista Capital Shareholders owned in the aggregate approximately 80% of the outstanding common stock of the Company, with the Praco Shareholders owning the remaining approximately 20% of the Company and Arista Capital became a wholly-owned subsidiary of the Company. At the time of the closing, under the Share Exchange Agreement, the Company, then known as Praco Corporation, was not engaged in any business activity and was considered a shell.

Also, at Closing, the Praco shareholders were issued warrants for 283,749 common shares on a pro-rata basis exercisable at $2.00 per share and subject to the same terms and conditions as the warrants currently held by the Arista warrant holders except without a cashless exercise option. On the date of the Share Exchange Agreement, the Company calculated the fair value of the 283,749 warrants using the Black-Sholes option pricing method. The fair value of the warrants was approximately $108,000. In addition, immediately following the Closing, the Company exchanged each outstanding Arista warrant for new warrants issued by the Company entitling the holder to purchase an equal number of shares of the Company’s common stock as the number of Arista shares they were entitled to purchase upon exercise, subject to the same terms and conditions as the Arista Capital warrants except without a cashless exercise option. Also, at Closing, the Company exchanged each outstanding Arista Capital convertible note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista Capital shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held by Arista Capital convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000 shares of Common Stock and convertible notes convertible into 199,999 shares of Common Stock.

As of December 31, 2017, the Company has recapitalized the Company to give effect to the Share Exchange Agreement discussed above. Under generally accepted accounting principles, the acquisition by the Company of Arista is considered to be capital transactions in substance, rather than a business combination. That is, the acquisition is equivalent, to the acquisition by Arista of the Company, then known as Praco Corporation, with the issuance of stock by Arista for the net assets of the Company. This transaction is reflected as a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse takeover accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, Arista Capital. Accordingly, the Company’s financial statements prior to the closing of the reverse acquisition, reflect only business of the Arista Capital.

~~The accompanying consolidated financial statements reflect the recapitalization of the stockholders’ deficit as if the transactions occurred as of the beginning of the first periods presented.~~

~~The following discussion and analysis of our financial condition and results of operations are based upon our unaudited financial statements, which~~There have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management continually evaluates such estimates, including those related to allowances for uncollectible finance receivables, income taxes, and the valuation of equity transactions. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any futureno material changes to ~~these estimates and assumptions could cause a material change to~~ our ~~reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following~~ critical accounting policies ~~affect our more significant judgments~~ and estimates ~~used~~from the information provided in ~~the preparation~~Item 7, “Management’s Discussion and Analysis of ~~the financial statements.~~Financial Condition and Results of Operations,” included in our 2018 Annual Report.

The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying condensed consolidated financial statements, for the three months ended March 31, 2018, we had a net loss of $231,754 and used cash in operating activities of $60,326, respectively. Additionally, we had an accumulated deficit of $1,166,247 and had a stockholders’ deficit of $528,181 at March 31, 2018, respectively, and had minimal revenues for the three months ended March 31, 2018. Management believes that these matters raise substantial doubt about our ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. Although we have historically raised capital from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. Management believes that its ability to attract debt and equity financing in the capital markets has been enhanced by becoming a public reporting company. If we are unable to raise additional capital or secure additional lending in the near future, management expects that we will need to curtail or cease operations. These unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Financing leases receivable are recorded at the aggregate future minimum lease payments, estimated unguaranteed residual value of the leased equipment less unearned income. Residual values, which are reviewed periodically, represent the estimated amount we expect to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. The unearned income is recognized in revenues in the statements of operations over the lease term, in a manner that produces a constant rate of return on the lease. Financing leases receivable due after twelve months from the balance sheet date are reflected as a long-term asset. Financing leases receivables are periodically evaluated based on individual creditworthiness of customers. Based on this evaluation, we record an allowance for estimated losses on these receivables.

Income from direct financing lease transactions is reported using the financing method of accounting, in which our investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding. Allowances for losses on direct financing leases are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off to the allowance as they are deemed uncollectible. Direct financing leases are generally placed in a nonaccrual status (i.e., no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on nonaccrual status. Leases placed on nonaccrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.

We account for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

~~We follow the accounting guidance for uncertainty in income taxes using the provisions of 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 position will be sustained upon examination by the tax authorities. We recognize interest and penalties related to uncertain income tax positions in other expense.

~~We do not believe that any recently issued, but not yet effective accounting standards, will have a material effect on Arista’s financial position, results of operations or cash flows.~~

- Comparison of Results of Operations for the Three Months Ended March 31, ~~2018~~2019 and ~~2017~~2018

Revenues consist of interest earned ofon lease financings and other fee income. For the three months ended March 31, ~~2018,~~2019, total revenues amounted to ~~$3,673~~$3,372 as compared to ~~$10,302~~$3,673 for the three months ended March 31, ~~2017,~~2018, a decrease of ~~$6,629,~~$301, or ~~64.3%~~8%. The decrease in revenues for the periods discussed were attributable to a decrease in the revenue generated by our leasing portfolio during the ~~2018~~2019 period as compared to the ~~2017~~2018 period.

For the three months ended March 31, ~~2018,~~2019, operating expenses amounted to ~~$194,289~~$199,541 as compared to ~~$35,215~~$194,289 for the three months ended March 31, ~~2017,~~2018, an increase of ~~$159,074,~~$15,752, or ~~451.7%~~3%.

For the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, operating expenses consisted of the following:

As a result of the factors described above, for the three months ended March 31, ~~2018,~~2019, loss from operations amounted to ~~$190,616,~~$196,169, as compared to ~~$24,913~~$190,616 for the three months ended March 31, ~~2017,~~2018, an increase of ~~$165,703,~~$386,785, or ~~665.1%.~~3%

Other expenses ~~consists~~consist of interest expense incurred on debt owed to third parties and related parties. For the three months ended March 31, ~~2018,~~2019, interest expense amounted to ~~$41,138,~~$124,405, as compared to ~~$24,774~~$41,138 for the three months ended March 31, ~~2017,~~2018, an increase of ~~$16,364,~~$83,267, or ~~66.1%~~202%. These increases were attributable to an increase in borrowing pursuant to convertible note instruments and the amortization of debt discount.

As a result of the foregoing, for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, net loss amounted to ~~$231,754,~~$320,574, or ~~$0.07~~$0.09 per common share (basic and diluted), and ~~$49,687,~~$231,754, or ~~$0.02~~$0.07 per common share (basic and diluted), respectively.

Due to lack of operating cash flows, from December 31, ~~2017~~2018 to March 31, ~~2018,~~2019, accounts payable decreased by $1,425 and accrued expenses ~~increase~~increased by ~~$52,208 and $38,667, respectively.~~ $24,497.

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. Arista had cash of ~~$10,402~~$2,541 and ~~$728~~$10,357 on hand as of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.

Arista’s primary uses of cash have been for salaries, fees paid to third parties for professional services, general and administrative expenses, and the acquisition lease portfolios. All funds received have been expended in the furtherance of growing the business. Arista has received funds from the collection of lease payments, and from various financing activities such as from debt financings. The following trends are reasonably likely to result in changes in Arista’s liquidity over the near to long term:

During the year ended December 31, 2016, Arista issued 10% convertible promissory notes (the “2016 10% Convertible Notes”) to seven third party individuals in the aggregate amount of $400,000. The unpaid principal and interest was payable three years from the date of the respective 2016 10% Convertible Note. The 2016 10% Convertible Notes mature between June 1, 2019 and December 31, 2019. Arista has the right to prepay any amount outstanding under the 2016 10% Convertible Note, subject to a prepayment penalty of 5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 2016 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common stock at a conversion price of $1.50 per share. Noteholders also have the option of extending the maturity date of their notes for up to three additional one-year periods. In connection with the 2016 10% Convertible Notes, Arista also issued to noteholders five-year warrants to acquire an aggregate of 575,000 shares of Arista common stock at $2.00 per share. On December 14, 2017, in connection with the Share Exchange Agreement, the Company issued 266,666 shares to certain noteholders upon conversion of principal amount of $200,000.

During the period from July 1, 2017 to September 30, 2017, Arista issued 12% convertible promissory notes (the “12% Convertible Notes”) to three third party individuals in the aggregate amount of $200,000. The unpaid principal and interest is payable three years from the date of the respective 12% Convertible Note. The 12% Convertible Notes mature between July 1, 2020 and August 1, 2020. Arista has the right to prepay any amount outstanding under the 12% Convertible Note, subject to a prepayment penalty of 5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 12% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common stock at a conversion price of $3.00 per share. Noteholders also have the option of extending the maturity date of their notes for up to three additional one-year periods. In connection with the 12% Convertible Notes, Arista also issued to noteholders five-year warrants to acquire an aggregate of 300,000 shares of Arista common stock at $4.00 per share.

On December 31, 2017, we issued an 8% promissory note to a third party in the amount of $50,000. In connection with this promissory note, at December 31, 2017, we recorded a subscription receivable of $50,000. The funds were received in January 2018. The unpaid principal and interest is payable on June 8, 2018. In connection with this promissory note, on December 31, 2017, we issued to this noteholder five-year warrants to acquire up to 25,000 shares of the Company’s common stock at $0.01 per share.

In December 2017, we also issued 8% promissory notes to certain officers and directors of the Company in the aggregate amount of $50,000. The unpaid principal and interest is payable on June 8, 2018. In connection with these promissory notes, in December 2017, we issued to these related party noteholders five-year warrants to acquire up to 25,000 shares of the Company’s common stock at $0.01 per share.

On January 1, 2018, we entered into a line of credit promissory note with a company owned by a director of the Company in the principal amount of $50,000 or such lesser amount as may be borrowed by the Company. This line of credit promissory note shall bear interest at the rate of 12% per annum and such interest shall be paid each month. The entire outstanding principal amount of this Note shall be due and payable on December 31, 2018. On the Maturity Date, if this Note has not been paid in full, it shall bear interest from inception at the rate of 18% per annum until paid in full. On January 1, 2018, we reclassified $15,000 of advances received by this related party entity into this promissory note. Additionally, during the three months ended March 31, 2018, we borrowed an additional $20,000 pursuant to the line of credit agreement. At March 31, 2018, amounts due under the line of credit amounted to $35,000.

We may need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations for the next 12 months from the date of this annual report. Other than revenue received from our lease portfolio, and funds received from debt financings, we presently have no other significant alternative source of working capital. We have used these funds to fund our operating expenses, pay our obligations, acquire lease portfolios, and grow our company. We need to raise significant additional capital or debt financing to acquire new properties, to acquire additional lease portfolios, and to assure we have sufficient working capital for our ongoing operations and debt obligations.

Net cash flow used in operating activities was ~~$60,326~~$70,816 for the three months ended March 31, ~~2018,~~2019, as compared to net cash used in operating activities of ~~$33,379~~$60,326 for the three months ended March 31, ~~2017,~~2018, an increase of ~~$26,947.~~$10,490. Net cash used in operating activities consisted of cash used for working capital purposes for salaries, professional fees and general and administrative expenses.

For the three months ended March 31, ~~2017, net cash flow provided by investing activities amounted to $2,700~~2019 and ~~consisted of proceeds from the sale of assets held for sale of $2,700. For the three months ended~~ March 31, 2018, we did not have any cash flows from investing activities.

Net cash provided by financing activities was $63,000 for the three months ended March 31, 2019 as compared to $70,000 for the three months ended March 31, ~~2018 as compared to $0 for~~2018. During the three months ended March 31, ~~2017.~~2019, we received proceeds from convertible notes of $63,000. During the three months ended March 31, 2018, we received proceeds from a note payable subscription receivable of $50,000 and proceeds from a related party line of credit of ~~$20,000.~~$20,000

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

We are a smaller reporting company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide the information under this item.

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed 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 our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of March 31, ~~2018,~~2019, our disclosure controls and procedures were not effective.

The ineffectiveness of our disclosure controls and procedures was due to the following material weaknesses which we identified in our internal control over financial reporting:

There were no changes in our internal control over financial reporting during the three months ended March 31, ~~2018~~2019 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

None.

Item 1A. Risk Factors

Not required of smaller reporting companies.

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

On March 1, 2018 and effective on March 15, 2018, we entered into a six-month consulting agreement for business development services. In connection with the consulting agreement, we issued 60,000 shares of our common stock.None

~~The above securities were issued in reliance upon the exemption provided by Section 4(a) (2) under the Securities Act of 1933, as amended.~~

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Description

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1*		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation
101.DEF*		XBRL Taxonomy Extension Definition
101.LAB*		XBRL Taxonomy Extension Labels
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

Filed herewith.

SIGNATURES

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

	Arista Financial Corp. (Registrant)

Date: May ~~15, 2018~~20, 2019	/s/ Paul Patrizio
	Paul Patrizio
	Chief Executive Officer and President
	(principal executive officer)

Date: May ~~15, 2018~~20, 2019

/s/ ~~Walter A. Wojcik, Jr.~~Jonathan R. Tegge

~~Walter A. Wojcik, Jr.~~Jonathan R. Tegge

Interim Chief Financial Officer

(principal financial officer and
principal accounting officer)

Nevada		27-1497347
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

51 JFK Parkway, First Floor West, Short Hills, NJ		07078
(Address of principal executive offices)		(Zip Code)

	March 31,			December 31,
	2018			2017
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	10,402		$	728
Financing leases receivable, net		28,663			33,125
Due from lease service provider		6,850			6,755
Accrued interest receivable		1,026			1,026
Prepaid expenses		68,745			780
Subscription receivable		-			50,000
Equipment held for sale		15,000			15,000

Total Current Assets		130,686			107,414

LONG-TERM ASSETS:
Financing leases receivable, net		11,787			19,760

Total Long-term Assets		11,787			19,760

Total Assets	$	142,473		$	127,174

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes payable - related parties, net	$	43,311		$	35,284
Note payable - net		42,282			34,109
Accounts payable		133,474			81,266
Line of credit - related party		35,000			-
Accrued interest payable		13,874			11,102
Accrued interest payable - related parties		2,492			186
Due to related party		-			15,000
Accrued expenses		82,209			43,542

Total Current Liabilities		352,642			220,489

LONG-TERM LIABILITIES:
Convertible notes payable, net		318,012			306,516

Total Long-term Liabilities		318,012			306,516

Total Liabilities		670,654			527,005

Commitments and Contingencies (See Note 8)

STOCKHOLDERS' DEFICIT:
Preferred stock, $.0001 par value, 5,000,000 shares authorized; No shares issued and outstanding at March 31, 2018 and December 31, 2017		-			-
Common stock: $.0001 par value, 100,000,000 shares authorized; 3,148,333 and 3,088,333 shares issued and outstanding at March 31, 2018 and December 31, 2017		315			309
Additional paid-in capital		637,751			534,353
Accumulated deficit		(1,166,247	)		(934,493	)

Total Stockholders' Deficit		(528,181	)		(399,831	)

Total Liabilities and Stockholders' Deficit	$	142,473		$	127,174

	For the Three Months Ended
	March 31,
	2018			2017

REVENUES:
Interest on lease financings	$	3,673		$	10,302
Other fee income		-			-

Total revenues		3,673			10,302

OPERATING EXPENSES:
Compensation and benefits		100,622			28,901
Professional fees		86,880			1,425
Provision for lease losses		(4,176	)		-
General and administrative expenses		10,963			4,889

Total operating expenses		194,289			35,215

LOSS FROM OPERATIONS		(190,616	)		(24,913	)

OTHER EXPENSES:
Interest expense		31,503			23,845
Interest expense - related parties		9,635			929

Total other expenses		41,138			24,774

LOSS BEFORE INCOME TAXES		(231,754	)		(49,687	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(231,754	)	$	(49,687	)

NET LOSS PER COMMON SHARE:
Basic and Diluted	$	(0.07	)	$	(0.02	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted		3,108,333			2,084,000

	For the Three Months Ended
	March 31,
	2018			2017

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(231,754	)	$	(49,687	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			50
Stock-based compensation		40,154			-
Amortization of debt discount to interest expense		27,696			13,431
Bad debt recovery		(4,176	)		-
Change in operating assets and liabilities:
Financing leases receivable		16,611			13,761
Due from lease service provider		(95	)		-
Accrued interest receivable		-			186
Prepaid expenses		(4,715	)		128
Accounts payable		52,208			(3,000	)
Accrued interest payable		2,772			1,764
Accrued interest payable - related parties		2,306			(756	)
Accrued expenses		38,667			(9,256	)

NET CASH USED IN OPERATING ACTIVITIES		(60,326	)		(33,379	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment held for sale		-			2,700

NET CASH PROVIDED BY INVESTING ACTIVITIES		-			2,700

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit - related party		20,000			-
Proceeds from note payable subscription receivable		50,000			-

NET CASH PROVIDED BY FINANCING ACTIVITIES		70,000			-

NET INCREASE (DECREASE) IN CASH		9,674			(30,679	)

CASH, beginning of period		728			91,687

CASH, end of period	$	10,402		$	61,008

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	8,364		$	10,335
Income taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for services	$	69,000		$	-
Reclassification of due to related party to line of credit - related party	$	15,000		$	-

	March 31,			December 31,
	2019			2018
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	2,541		$	10,357
Financing leases receivable, net		53,471			61,655
Due from lease service provider		7,277			6,306
Prepaid expenses		-			1,721

Total Current Assets		63,289			80,039

LONG-TERM ASSETS:
Financing leases receivable, net		1,062			16,431

Total Long-term Assets		1,062			16,431

Total Assets	$	64,351		$	96,470

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Notes payable - related parties, net	$	12,500		$	12,500
Accounts payable		203,165			204,590
Line of credit - related party		70,000			70,000
Accrued interest payable		45,152			13,167
Accrued interest payable - related parties		3,471			3,113
Convertible notes payable, net		339,946			-
Accrued expenses		177,945			153,448

Total Current Liabilities		852,179			456,818

LONG-TERM LIABILITIES:
Convertible notes payable, net		210,835			479,174

Total Long-term Liabilities		210,835			479,174

Total Liabilities		1,063,014			935,992

Redeemable Series A Preferred stock, $0.0001 par value; 51 shares authorized 51 and 51 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively		51,000			51,000

Commitments and Contingencies (See Note 8)

STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized;

Common stock: $0.0001 par value, 200,000,000 shares authorized; 3,490,577 and 3,433,083 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		349			343
Additional paid-in capital		1,369,747			1,208,320
Accumulated deficit		(2,419,759	)		(2,099,185	)

Total Stockholders’ Deficit		(1,049,663	)		(890,522	)

Total Liabilities and Stockholders’ Deficit	$	64,351		$	96,470

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

	Page
Part I. Financial Information	1

Item 1. Financial Statements	1

Condensed Consolidated Balance Sheets – March 31, ~~2018~~2019 (unaudited) and December 31, ~~2017 (unaudited)~~2018	1

Condensed Consolidated Statements of Operations – Three Months Ended March 31, ~~2018~~2019 and ~~2017~~2018 (unaudited)	2

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2019	3

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2018	4

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, ~~2018~~2019 and ~~2017~~2018 (unaudited)	35

Notes to Unaudited Condensed Consolidated Financial Statements	46

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1517

Item 3. Quantitative and Qualitative Disclosures about Market Risk	2019

Item 4. Controls and Procedures	20

Part II. Other Information	21

Item 1. Legal Proceedings	21

Item 1A. Risk Factors	21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3. Defaults Upon Senior Securities	21

Item 4. Mine Safety Disclosures	21

Item 5. Other Information	21

Item 6. Exhibits	21

Signatures	22

	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	# of Shares		Amount		# of Shares		Amount		Capital		Deficit			Deficit

Balance, December 31, 2018		-		-		3,433,083		343		1,208,320		(2,099,185	)		(890,522	)

Shares issued for services		-		-		52,000		5		88,121		-			88,126

Shares issued upon conversion of debt		-		-		5,494		1		2,499		-			2,500

Warrants issued in connection with convertible note		-		-		-		-		13,534		-			13,534

Beneficial conversion feature on convertible notes		-		-		-		-		57,273		-			57,273

Net loss		-		-		-		-		-		(320,574	)		(320,574	)

Balance, March 31, 2019		-	$	-		3,490,577	$	349	$	1,369,747	$	(2,419,759	)	$	(1,049,663	)

	For the Year Ended
	March 31,
	2019			2018

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(320,574	)	$	(231,754	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		88,126			40,154
Amortization of debt discount to interest expense		81,914			27,696
Bad debt recovery		-			(4,176	)
Change in operating assets and liabilities:
Financing leases receivable		23,553			16,611
Due from lease service provider		(971	)		(95	)
Prepaid expenses		1,721			(4,715	)
Accounts payable		(1,425	)		52,208
Accrued interest payable		31,985			2,772
Accrued interest payable - related parties		358			2,306
Accrued expenses		24,497			38,667

NET CASH USED IN OPERATING ACTIVITIES		(70,816	)		(60,326	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit - related party		-			20,000
Proceeds from note payable subscription receivable		-			50,000
Proceeds from convertible notes		63,000			-

NET CASH PROVIDED BY FINANCING ACTIVITIES		63,000			70,000

NET INCREASE (DECREASE) IN CASH		(7,816	)		9,674

CASH, beginning of period		10,357			728

CASH, end of period	$	2,541		$	10,402

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	10,149		$	8,364
Income taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Increase in debt discount for warrants	$	13,534		$	-
Conversion of debt in connection with recapitalization	$	2,500		$	-
Beneficial conversion feature on convertible notes	$	57,273		$	-
Issuance of common stock for services	$	-		$	69,000
Reclassification of due to related party to line of credit - related party	$	-		$	15,000

	March 31, 2018		March 31, 2017		March 31, 2018		March 31, 2018
Stock warrants		1,268,749		635,000		1,384,249		1,268,749
Stock options		300,000		-		300,000		300,000
Convertible debt		200,000		326,665		565,341		200,000
						2,249,590		1,768,749

	March 31, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Total minimum financing leases receivable	$	69,085		$	89,370		$	68,390		$	96,505
Unearned income		(7,406	)		(11,080	)		(4,752	)		(8,124	)
Total financing leases receivable		61,679			78,290			63,638			88,381
Less: allowance for uncollectible financing leases receivable		(21,229	)		(25,405	)		(9,105	)		(10,295	)
Financing leases receivable, net		40,450			52,885			54,533			78,086
Less: current portion of financing leases receivable, net		(28,663	)		(33,125	)		(53,471	)		(61,655	)
Financing leases receivable, net – long-term	$	11,787		$	19,760		$	1,062		$	16,431

	For the Three Months Ended March 31,					For the Three Months Ended March 31,
	2018			2017		2019			2018
Allowance for uncollectible financing leases receivable at beginning of period	$	25,405		$	79,000	$	10,295		$	25,405
Provisions for credit losses		-			-		-			-
Bad debt recovery		(4,176	)				(1,190	)		(4,176	)
Allowance for uncollectible financing leases receivable at end of period	$	21,229		$	79,000	$	9,105		$	21,229

	Amount
2018	$	55,660
2019		13,425

Future minimum gross financing leases receivable	$	69,085

	Amount
Year 1	$	67,327
Year 2		1,062
Future minimum gross financing leases receivable	$	68,389

	March 31, 2018			December 31, 2017
Principal amount	$	50,000		$	50,000
Less: unamortized debt discount		(7,718	)		(15,891	)
Notes payable, net	$	42,282		$	34,109

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2017	-		-
Granted		300,000		1.00
Balance Outstanding March 31, 2018		300,000	$	1.00		4.76	$	-
Exercisable, March 31, 2018		-	$	-		-	$	-

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2018		300,000		1.00		4.76
Granted		-		-		-
Balance Outstanding March 31, 2019		300,000	$	1.00		3.76	$	-
Exercisable, March 31, 2019		100,000	$	1.00		3.76	$	-

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2017		1,268,749		2.39
Granted		-		-
Balance Outstanding March 31, 2018		1,268,749	$	2.39		4.91	$	-
Exercisable, March 31, 2018		1,268,749	$	2.39		4.91	$	-

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Average Intrinsic Value
Balance Outstanding December 31, 2018		1,363,999		2.36		4.10
Granted in connection with debt		20,250		2.00		3.00
Balance Outstanding March 31, 2019		1,384,249		2.35		3.84	$	34,500
Exercisable, March 31, 2019		1,384,249		2.35		3.84	$	34,500

	March 31, 2019
Exercise price	$	1.25
Expected dividends		0	%
Expected volatility		100	%
Risk free interest rate		2.47	%
Expected life of warrant		3 years

	(i)	Upon the Effective Date, the CEO’s base compensation shall be at the annual rate of $150,000;

	(ii)	Thereafter; upon the first $500,000 of gross proceeds in a financing raised by the Company during the term of the Agreement the CEO’s base salary compensation shall be raised to $200,000;

	(iii)	Thereafter; upon the next $500,000 of gross proceeds in financings raised by the Company during the term of the Agreement the CEO’s base salary compensation shall be raised to $250,000;

	(iv)	Thereafter; for each additional $1,000,000 of gross proceeds in financings raised by the Company during the term of the Agreement the CEO’s base salary compensation shall be increased by $12,000.

Years ending December 31,	Amount		Amount
2018 (remainder of year)	$	157,500
2019		220,500	$	165,375
2020		231,525		231,525
2021		243,101		243,101
2022		255,256
2023				255,256
Total minimum commitment employment agreement payments	$	1,107,882	$	895,258

	Three months Ended March 31,
	2018			2017
Compensation and benefits	$	100,622		$	28,901
Professional fees		86,880			1,425
Bad debt recovery		(4,176	)		-
General and administrative expenses		10,963			4,889
Total	$	194,289		$	35,215

	●	~~An increase in working capital requirements to finance our current business,~~

	●	~~Acquisition of lease portfolios;~~

	●	~~Addition of administrative and sales personnel as the business grows, and~~

	●	~~The cost of being a public company.~~