UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For Quarterly Period Ended Junethe quarterly period ended September 30, 2020

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

orFor the transition period from __________ to __________

Commission File No. 333-219776

8 Derech Hameshi St., Ganne Tiqwa,

Israel, 5591179

(Address of principal executive offices, including zip code) 

Not Applicable

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

Registrant’s phone number, including area codeSecurities registered pursuant to Section 12(b) of the Act: +972-50-7844477None

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. YESYes ☒ NONo ☐

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. Yes ☒  NONo ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES: Yes ☒  NONo ☐

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

Indicate the number ofNovember 13, 2020, there were 10,204,000 shares outstanding of each of the issuer’s classes of common stock, aspar value $0.0001, of the latest practicable date.Company issued and outstanding.

CHENGDA TECHNOLOGY CO., LTD.

Quarterly Report on Form 10-Q

INDEXTABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM I — FINANCIALCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

New Leap, Inc.This Quarterly Report on Form 10-Q (the “Report”), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,��� “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

UNAUDITED CONDENSED BALANCE SHEETS

(Expressed in USD, except

	•	our ability to establish our business and implement our business plan;
	•	acceptance of the healthcare products and services that we expect to market;
	•	our ability to retain key employees;
	•	adverse changes in general market conditions for the healthcare industry in China, including as a result of the COVID-19 pandemic;
	•	our ability to continue as a going concern;
	•	our future financing plans; and
	•	our ability to adapt to changes in foreign, cultural, political and financial market conditions which could impair our future operations and financial performance.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of shares)

The accompanying notesrisks, uncertainties (some of which are an integral partbeyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of the unaudited condensed financialthese risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. 

New Leap, Inc.PART I - FINANCIAL INFORMATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS AND OTHER

COMPREHENSIVE INCOME (LOSS)

(Expressed in USD, except for the number of shares)

ITEM 1.FINANCIAL STATEMENTS.

The accompanying notes are an integral part of the unauditedthese condensed financial statements.

Chengda Technology Co., Ltd.

(Formerly New Leap, Inc.)

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICITCondensed Unaudited Statements of Operations

(Expressed in USD, except for the number of shares)
Six months ended June 30, 2020 and 2019

* Less than $0.01

The accompanying notes are an integral part of the unauditedthese condensed financial statements.statements

New Leap, Inc.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Expressed in USD, except for the number of shares)

Three months ended June 30, 2020 and 2019

Chengda Technology Co., Ltd. (Formerly New Leap, Inc.) Condensed Unaudited Statements of Cash Flows

The accompanying notes are an integral part of the unauditedthese condensed financial statements.statements

Chengda Technology Co., Ltd.

(Formerly New Leap, Inc.)

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(ExpressedCondensed Unaudited Statements of Changes in USD, except forStockholders’ Equity

For the number of shares)
Nine Months ended September 30, 2020

For the Three Months ended September 30, 2020

The accompanying notes are an integral part ofFor the unaudited condensed financial statements.Nine Months ended September 30, 2019

For the Three Months ended September 30, 2019

Chengda Technology Co., Ltd.

(Formerly New Leap, Inc.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSNotes to the Condensed Financial Statements

September 30, 2020

(USD, except number of shares)NOTE 1  –  ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATIONAL AND GOING CONCERN:

Chengda Technology Co. Ltd., (formerly known as New Leap, Inc.) (the “Company”"Company") was formedincorporated on June 1, 2017 as a Delaware corporation. During 2017 the Company issued 9,000,000 shares of its common stock in consideration for a business plan at $0.001 per share. The Company has yet to start operational or research and development activities.

On August 12, 2020, pursuant to a Stock Purchase Agreement (the “SPA”) entered into by and between Xin Jiang (the “Purchaser”) and Itzhak Ostashinsky (the “Seller”), a controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, the Seller sold to the Purchaser 8,000,000 shares of common stock, par value $0.0001 per share, of the Company, representing 78.4% of the total issued and outstanding shares of common stock as of August 24, 2020, in consideration of $251,177 in cash from the Purchaser’s personal funds (the “Transaction”).  In connection with the Transaction, the Seller resigned as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, effective immediately upon the consummation of the Transaction.  Xin Jiang was then appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company. The Transaction resulted in a change in control of the Company.

Effective November 6, 2020, the Company’s name was changed to “Chengda Technology Co., Ltd.” through the filing with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Incorporation of the Company, which was approved by the Company’s Board of Directors. 

After the change in control, the Company plans to implement its new business plan. The Company plans to operate in the field of crowdfundinghealth-related products, with a focus on the developing and promoting selenium-infused mineral water and energy mattress. Also, the Company plans to run an online platform for investments in private U.S. companiesoffer health services, including health assessments, health consultations, and companies which are publicly traded in the U.S. (both domestic and foreign).health recoveries.  

In JanuaryThe Company is currently evaluating the optimal approaches to implement these plans, including through mergers and February 2018acquisitions of health companies in China. Due to the dynamic nature and the global impact of the COVID-19 pandemic, the Company issuedcannot reasonably estimate the timeline to implement its business plan. Until the Company is able to implement its business plan, the Company will remain a total of 1,204,000 shares of its common stock to various investors at a price of $0.025 per share. The shares were issued pursuant to the Company’s registration statement on Form S-1 which was declared effective by the SEC on October 20, 2017.shell company.

NOTE 2 – GOING CONCERN

The accompanying unaudited condensed financial statements have been prepared assuming thatin conformity with United States generally accepted accounting principles (“U.S. GAAP”), which contemplate continuation of the Company will continue as a going concern. As a start-up, the Company has not generated any revenues and has accumulated losses through September 30, 2020. The Company currently has suffered cumulative losseslimited working capital and negative cash flows from operations since inception. Untildoes not expect to generate revenues in the Company will achieve profitability and revenues, which is uncertain, it intends to finance its operation through the issuance of its shares.near term. These conditions give rise toraise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Management anticipates that the Company will be dependent, for the near future, on additional financing to fund operating expenses, primarily loans and/or capital contribution from its principal stockholder. As the Company is a shell company, its operating expenses are limited. Management believes that the financing from its principal stockholder will provide it with the funding to continue as a going concern.

NOTE 2 -3  –  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United StatesBasis of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, thePresentation

The accompanying unaudited condensed financial statements containreflect all the adjustments, necessary (consistingconsisting of only of normal recurring adjustments) to presentitems, which, in the financial positionopinion of the Company asmanagement, are necessary for a fair statement of June 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2020periods shown and are not necessarily indicative of the operating results to be expected for the full fiscal year.year ending December 31, 2020. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods.period.  Actual results could differ from those estimates. The Company currently does not have significant estimates and assumptions. 

Recent Accounting Pronouncements

The Company has reviewed the recent accounting pronouncements and concluded that they were either not applicable or had no impact to the Company’s financial statements.

Recent Accounting PronouncementsNOTE 4 – SHARE CAPITAL

From timeThere were no transactions of common stock and preferred stock during the three months and nine months ended September 30, 2020 and 2019, respectively.

The expenses incurred by the former CEO and major stockholder, Itzhak Ostashinsk, on behalf of and for the benefit of the Company, for the nine months ended September 30, 2020 and 2019 amounted to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codifications (“ASC”) are communicated through issuance of an Accounting Standards Update. Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted$26,080 and $28,350, respectively. These amounts were recorded as capital contributions in the future, is not expected to have a material impact on our financial statements upon adoption.these periods.

Fair Value Measurement

The Company discloses fair value measurements for financial and non-financial assets and liabilities measured at fair value. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

NOTE 3 -5 – PROMISSORY NOTE PAYABLE TO SHAREHOLDERA STOCKHOLDER

The Company has an outstanding notePromissory notes payable provided byrepresented loans advanced from the Company’s former major shareholder and sole officer and director which is unsecured and bears no interest.stockholder to support the operations of the Company. The note is payable uponwas interest free and due on demand. TheAs at December 31, 2019, the outstanding balance under the note was $49,719 and $39,490 as of June$39,490. During the nine months ended September 30, 2020, and December 31, 2019, respectively.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

There are no commitments or contingenciesan additional $10,229 was advanced from the former major stockholder to the Company. In August 2020, in connection with the Transaction, the former major stockholder forgave the promissory note payable with a cumulated balance of $49,719, which was recorded as a capital contribution to the Company.

NOTE 5 - SHAREHOLDERS’ EQUITY6 – RELATED PARTY TRANSACTIONS

Common Stock confers upon its holdersDuring the rights to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. The Company has 50,000,000 authorized common shares. The Company also has 5,000,000 authorized preferred shares. Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed in the Company’s certificate of incorporation and in the resolution or resolutions providing for the issue of such series adopted by the Company’s Board of Directors. To date, no Preferred Stock has been issued. The expense incurred by the CEO and major shareholder on behalf and for the benefit of the Company for the sixnine months ended JuneSeptember 30, 2020 and 2019, the year ended December 31, 2019 amounted to $18,900 and $37,800, respectively and was recorded as contribution to equity.

NOTE 6 - TRANSACTIONS WITH RELATED PARTYCompany had the following related party transactions:

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 we have analyzed our operationsManagement has evaluated subsequent to June 30, 2020 upevents pursuant to the requirements of ASC Topic 855, from the balance sheet date thesethrough the date when the financial statements were issued, and have determined that we do not have any materialno subsequent events occurred that would require adjustment to discloseor disclosure in thesethe financial statements. The Company does not expect COVID-19 to have a material effect on it.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains certainand analysis of our results of operations and financial condition should be read together with our unaudited financial statements that may be deemed “forward-looking statements” withinand the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of placesnotes thereto, which are included elsewhere in this Report including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly reportAnnual Report on Form 10-Q. The following should also be read10-K for the year ended December 31, 2019 (the “Annual Report”) filed with SEC. Our financial statements have been prepared in conjunctionaccordance with generally accepted accounting principles in the unaudited Financial Statements and notes thereto that appear elsewhere in this report.United States (the “U.S. GAAP”).

Company Overview

Operations

New Leap, Inc., aWe were in the State of Delaware corporation, (“New Leap” “Company” “we,” “us,” or “our”) was incorporated on June 1, 2017. We are a development stage company and have extremely limited financial resources. We have not commenced operation nor have we established a source of equity or debt financing. Our financial statements include a note emphasizing the uncertainty of our ability to remain a going concern.

We plan to operate in the field of health-related products, with a focus on the developing and promoting selenium-infused mineral water and energy mattress. In addition, we plan to offer health services, including health assessments, health consultations, and health recoveries.

We are currently evaluating the optimal approaches to implement these plans, including through mergers and acquisitions of health products or services companies in China. Due to the dynamic nature and the global impact of the COVID-19 pandemic, we cannot reasonably estimate the timeline to implement our business plans.

Results fromof Operations

Selling, Revenues

We did not generate any revenue for the three and nine months ended September 30, 2020 and 2019 and do not expect to generate any revenue until we implement our business plan. 

General and Administrative Expenses

Selling,During the three months ended September 30, 2020 and 2019, we incurred $14,757 and $22,099 of general and administrative expenses, forrespectively. During the six and threenine months ended JuneSeptember 30, 2020 were $25,605 and $13,291, respectively, comparing to $39,0782019, we incurred $40,362 and $13,820 for the six$61,177 of general and three months ended June 30, 2019,administrative expenses, respectively. TheOur general and administrative expenses were primarily consisted of auditor fees, officer’s contributed services byservice costs, professional fees and filing fees, which are routine costs associated with a public company for financial reporting requirements. The decrease in the CEOgeneral and professional services. administrative expenses in the nine months ended September 30, 2020 compared to the same period of last year was due to one-time expenses of approximately $22,000 incurred in 2019 in connection with obtaining DTC eligibility.

Going Concern

The future of our company is dependent upon our ability to implement our new business plans and initiatives and our ability to generate positive net profits from implementation of our business plans. Management plans to seek additional funding through either equity or debt financings from its principal stockholder to support its operations for the next twelve months. However, there is no assurance that such funds will be available or available on acceptable terms. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company does not expectwill be dependent, for the near future, on additional financing to be materially impacted by COVID-19.fund operating expenses, primarily loans and/or capital contribution from its principal stockholder. As the Company is a shell company, its operating expenses are limited. Management believes that the financing from its principal stockholder will provide it with the funding to continue as a going concern.

Liquidity and Capital Resources

The following is a summary of the Company’sCash Flows from Operating Activities

Net cash flows used in operating activities was $13,202 for the threenine months ended JuneSeptember 30, 2020, and Junecompared to net cash used in operating activities of $36,197 for the same period of 2019, represented a decrease of $22,995 in the net cash outflow in operating activities. This is due to the decrease of our net loss in nine months ended September 30, 2019:2020 compared to the same period of 2019.

Our resources to date have been funds paid on our behalf by our major shareholder and CEO and funds raised under our registration statement, which became effective on October 20, 2017.Cash Flows from Financing Activities

As a public entity we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $25,000 per year overFor the next few years and may be significantly higher if our business volume and transactional activity increases.

The Company may offer, at its discretion, shares of its common stock to settle professional fees. There can be no assurances, and we cannot predict the likelihood, that we will be able to settle any professional fees by issuing shares of our common stock.

As of Junenine months ended September 30, 2020, we owed $76,579, $26,860 of which were in connection with professional services. The balance of $49,719net cash generated by financing activities was owed$11,739, representing advances and capital contributions from the former major stockholder to our major shareholder and chief executive officer for expenses incurred on behalfsupport the operations of the Company. There are no other significant liabilities at JuneFor the nine months ended September 30, 2020.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of2019, net cash generated by financing activities was $16,738, representing advances from the former major stockholder to support the Company’s operations.

Commitments and Capital Expenditures

We presently have no material commitments for capital expenditures.  

Critical Accounting Policies Involving Management Estimates and Assumptions

The preparationOur discussion and analysis of our financial condition and results of operations is based on our financial statements. In preparing our financial statements and related notes requires us toin conformity with U.S. GAAP, we must make judgments,a variety of estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosuredisclosures. See Note 3 of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2to theour interim financial statements included elsewhere in this report, includes a summary of the significant accounting policiesReport and methods used in the preparation of our financial statements.

Going Concern

As reflected in the condensed financial statements, the Company has incurred significant current period losses, negative cash flows from operating activities, has negative working capital, and an accumulated deficit. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern even if we keep costs to a minimum.Annual Report on Form 10-K for the year ended December 31, 2019.  

Off-Balance Sheet Arrangements

We do not have not entered into any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.arrangements.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

ITEM 4. CONTROLS AND PROCEDURES.Not applicable.

Evaluation of Disclosure Controls and ProceduresITEM 4.CONTROLS AND PROCEDURES

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosureDisclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), meansprocedures are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in theour reports it filesfiled or submitssubmitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC`sSEC’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by ain company in the reports that it filesfiled or submitssubmitted under the Exchange Act is accumulated and communicated to the company’s management, including itsour principal executive officer and principal financial officers, or persons performing similar functions, as appropriate,officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2020. Based on thisupon their evaluation, our Chief Executive Officerprincipal executive officer and Chief Financial Officerprincipal financial officer concluded as of June 30, 2020, that our disclosure controls and procedures are(as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective at a reasonable assurance level and are designed to provide reasonable assurance that the controls and procedures will meet their objectives due to the following material weaknesses, described below. However, it should be noted that the designwhich are indicative of any systemmany small companies with limited resources: (i) lack of proper segregation of duties and risk assessment process; (ii) lack of formal documentation in internal controls is based in part upon certain assumptions about the likelihoodover financial reporting; and (iii) lack of future events,independent directors and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.an audit committee. 

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred since December 31, 2019during the quarter ended September 30, 2020 that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

None.

ITEM 1A.RISK FACTORS.

Not applicable

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.OTHER INFORMATION.

None.

PART II -- OTHER INFORMATIONITEM 6.EXHIBITS.

Item 1. Legal Proceedings.

To the bestThe following exhibits are filed as part of, our knowledge, the Company is not a party to any legal proceeding or litigation.

Item 1A. Risk Factors.

As a “smaller reporting company”, we are not required to provide the information requiredincorporated by reference into, this Item.

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

There were no sales of unregistered equity securities during the period covered by this report on Form 10-Q. Our registration statement on Form S-1, file number 333-219776, became effective on October 20, 2017 and then again on June 12, 2019 following the filing of a post-effective amendment to the registration statement. The offering pursuant to this registration statement was terminated on April 20, 2018. Proceeds raised in the offering are used for general expenses.

Item 3. Defaults upon Senior Securities.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.Quarterly Report.