UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x☒     QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended SeptemberJune 30, 20192020

or

¨☐     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from _______________ to ______________

Commission File Number: 333-222083

765 Beach Street

San Francisco, California 94109

(Address of principal executive offices) (Zip Code)

(844) 496-6539

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

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 proceeding 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 every Interactive Data File required to be submitted 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 such files). Yes x☒     No ¨☐

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

If an emerging growth company, indicate by the 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.  o☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. Yes ☐     No ☒

As of September 30, 2019,October 9, 2020, the number of shares outstanding of the registrant’s class of common stock was 22,950,000.23,950,000. 

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

REGNUM CORP.

Balance Sheet

(Unaudited)

FINANCIAL STATEMENTS

Period Ended September 30, 2019

TABLE OF CONTENTS 

FINANCIAL STATEMENTS:
Balance Sheets	F-1
Statements of Operations	F-2
Statements of Stockholders’ Equity	F-3
Statements of Cash Flows	F-4
Notes to Financial Statements	F-5

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Table of Contents

REGNUM CORP

Balance Sheet

The accompanying notes are an integral part of these financial statements.

F-1

Table of Contents

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2019				2018				2019				2018
REVENUES		$	2,500			$	3,500			$	5,300			$	17,000
OPERATING EXPENSES
Amortization of intangible assets			167				115				281				486
Legal and professional fees			1,500				1,000				33,225				7,350
General and administrative			745				2,136				2,738				5,738
Total Operating Expenses			2,412				3,251				36,244				13,574
INCOME (LOSS) FROM OPERATIONS			88				249				(30,944	)			3,426
OTHER EXPENSES			-				-				-				-
INCOME (LOSS) BEFORE TAXES			88				249				(30,944	)			3,426
INCOME TAX EXPENSE			-				102				-				1,236
NET INCOME (LOSS)			88				147				(30,944	)			2,190
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE		$	0.00			$	0.00			$	(0.00	)		$	0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			22,950,000				21,535,326				22,950,000				20,517,399

The accompanying notes are an integral part of these financial statements.

F-23

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REGNUM CORP.

Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these financial statements

REGNUM CORP
Statements of Stockholders' Equity (Deficit)
(Unaudited)
														Retained
										Additional				Earnings				Total
		Common Stock								Paid-In				(Accumulated				Stockholders'
		Shares				Amount				Capital				Deficit)				Equity
Balance, December 31, 2018			22,950,000			$	22,950			$	18,550			$	2,560			$	44,060
Net loss			-				-				-				(23,610	)			(23,610	)
Balance, March 31, 2019			22,950,000				22,950				18,550				(21,050	)			20,450
Net loss			-				-				-				(7,422	)			(7,422	)
Balance, June 30, 2019			22,950,000				22,950				18,550				(28,472	)			13,028
Net income			-				-				-				88				88
Balance, September 30, 2019			22,950,000			$	22,950			$	18,550			$	(28,384	)		$	13,116
Balance, December 31, 2017			20,000,000			$	20,000			$	(8,000	)		$	562			$	12,562
Net income			-				-				-				1,258				1,258
Balance, March 31, 2018			20,000,000				20,000				(8,000	)			1,820				13,820
Net income			-				-				-				785				785
Balance, June 30, 2018			20,000,000				20,000				(8,000	)			2,605				14,605
Net income			-				-				-				147				147
Balance, September 30, 2018			20,000,000			$	20,000			$	(8,000	)		$	2,752			$	14,752

REGNUM CORP

Statements of Stockholders' Equity (Deficit)

(Unaudited)

The accompanying notes are an integral part of these financial statements.

F-35

Table of Contents

REGNUM CORP

Consolidated Statements of Cash Flows

(Unaudited)

REGNUM CORP.

Consolidated Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these financial statements.

REGNUM CORPCORP.

Notes to Unaudited Condensed Financial Statements

September June 30, 20192020

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated interim financial statements of Regnum Corp. (the “Company” or “Regnum”) have been prepared byin accordance with accounting principles generally accepted in the Company without audit.United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2019, contained in the Company’s annual report, as filed with the SEC on Form 10-K on April 14, 2020 (the “Form 10-K”). The December 31, 2019 balance sheet was derived from the audited financial statements of our 2019 Form 10-K. In the opinion of management all adjustments, (which include onlyconsisting of normal recurring adjustments)adjustments necessary to present fairly thefor a fair presentation of financial position and the results of operations and cash flows at September 30, 2019, and for allthe interim periods presented, herein, have been made.reflected herein.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company'sCompany’s December 31, 20182019 financial statements. The results of operations for the periods ended SeptemberJune 30, 20192020 and 20182019 are not necessarily indicative of the operating results for the full year.

Nature of Business

Regnum, Inc. (“The Company”)Company was organized on March 31, 2016, under the laws of the State of Nevada. The Company has commenced principal operations aswas formed for the primary business purpose of servicing the balance sheet date.increasing demand for premium entertainment content and becoming a depository of unpublished intellectual properties for resale with a focus on achieving profitability and sustaining business growth. The Company’s business model is based on acquiring unproduced and unpublished quality intellectual properties at a discount from studios, agencies and production companies for subsequent recycling or production in a wide variety of media with the intent to resell back to the entertainment community for a profit.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basic Loss per Common Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share isare calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are 80,000,000 common stock shares authorized at $0.001 par value and 22,950,00023,950,000 shares of common stock outstanding as of SeptemberJune 30, 2019.2020. The Company had no potential dilutive shares of common stock as of SeptemberJune 30, 2019.2020.

Accounting Basis

The basis is accounting principles generally accepted in the United States of America. The Company has adopted a December 31 fiscal year-end.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and financial instruments which mature within threesix months of the date of purchase.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

Revenues from the sale of intellectual property are recognized when persuasive evidence of an arrangement exists, the intellectual property has been delivered or is made available for delivery, the customer can begin the use of the intellectual property, the fee is fixed or determinable and collectability is reasonably assured, which is generally upon execution of a purchase agreement and delivery of the intellectual property.

Intangible Assets

The Company capitalizes the costs of acquiring intellectual property. The Company amortizes these costs over the costscharges in the same expected ratio as the associated ultimate revenue.

Impairment of Long-Lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASCAccounting Standards Codification (ASC) 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

F-5

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REGNUM CORP

Notes to Unaudited Condensed Financial Statements

September 30, 2019

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basesbasis of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

If applicable, the Company would classify interest and penalties related to uncertain tax positions in income tax expense. Through March 31, 2019,June 30, 2020, there has been no interest expense or penalties related to unrecognized tax benefits.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. We adopted this new standard effective January 1, 2019. Adoption did not have any effect on the Company.

Management has considered all recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

2. GOING CONCERN

The Company'sCompany’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a limited operating history and has not yet established strong liquidity or a reliable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern over an extended period of time. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until its operations become established enough to be considered reliably profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

2. GOING CONCERN (Continued)

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expensesexpenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These factors raise substantial doubts about the Company’s ability to continue as a going concern for one year from the issuance date from these financial statements. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

3. STOCKHOLDERS’ EQUITY

As of SeptemberJune 30, 2019,2020, the Company has authorized 80,000,000 shares of $0.001 par value common stock, of which 22,950,00023,950,000 shares are issued and outstanding.

As of SeptemberJune 30, 2019,2020, the Company has authorized 5,000,000 shares of $0.001 par value preferred stock, of which none are issued and outstanding.

 

F-6

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On March 27, 2020, the Company issued 1,000,000 shares of common stock to an individual who served as a member of the Board of Directors of the Company from February 27, 2020 to March 27, 2020, as payment for services rendered. The shares were valued at $0.0596 per share, being the market closing price for the shares on the date of issuance.

REGNUM CORP

Notes to Unaudited Condensed Financial Statements

September 30, 2019

4. RELATED PARTY TRANSACTIONS

As of SeptemberDuring the six months ended June 30, 2019,2020, the Company is indebtedpaid $6,877 to Company officersits president and entities controlled by officerschief executive officer as compensation for executive services periodic advances torendered through March 31, 2020. Additionally, Wookey, a related party, made $38,615 in payments on behalf of the Company and expenses paid for ontrade accounts payable during the Company’s behalf. At Septembersix months ended June 30, 2019, these transactions totaled $1,325. The advances are no-interest-bearing, and are due on demand.2020.

5. INCOME TAXES

Income tax expense consists of the following:

Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rate applicable to the Company’s level of pretax income as a result of the following: