UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED: SeptemberFor the quarterly period ended June 30, 20182021

Or

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

For the transition period from ________________ to ________________

Commission File Number: ________________

ADORBS INC.

(Exact name of registrant as specified in its charter)file number 333-222631

234 E. Beech Street, Long Beach, NY 11561

(Address of principal executive offices, Zip Code)

(516) 544-2812

(Registrant’s telephone number, including area code)code (516) 544-2812

(Former name, former address and former fiscal year, if changed since last report)Securities registered pursuant to Section 12(b) of the Act:

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

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

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”,filer,” “smaller reporting company”,company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

The number of shares outstanding of the registrant’s common stock outstanding as of October 28, 2018July 17, 2021 was 23,860,000.23,889,500 shares.

DOCUMENTS INCORPORATED BY REFERENCE — NONE

ADORBS INC.

QUARTERLY REPORT ON FORM 10-Q

ADORBS INC.

SeptemberFor the six months ended June 30, 2018

TABLE OF CONTENTS2021

FORWARD LOOKING STATEMENTS

PART I FINANCIAL INFORMATION

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denotedCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this report. Additionally, statements concerning future matters are forward-lookingquarterly report on Form 10-Q contains “forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently,” These forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially fromcontained principally in the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” andsection titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; the continued services of the Custodian as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our reportsecurities; and our ability obtain financing, if and when needed, on Form 8-K which was filed with the SEC on January 20, 2017 (the “Super 8-K”), in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reportsterms that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak onlyacceptable. Except as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materialsrequired by applicable laws, we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety offuture.

As used in this quarterly report which are designedon Form 10-Q, “we”, “our”, “us” and the “Company” refer to advise interested parties ofAdorbs Inc. a Nevada corporation unless the risks and factors that may affect our business, financial condition, results of operations and prospects.context requires otherwise.

Item 1. Financial Statements.

Index to Financial Statements

ADORBS INC.

Balance Sheets

(unaudited)

BALANCE SHEET

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

statements

ADORBS INC.

Statements of Operations

(unaudited)

STATEMENTS OF OPERATIONS 

(Unaudited)

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

statements

ADORBS INC.

Statements of Changes in Shareholders’ Deficit

(unaudited)

STATEMENTS OF CASH FLOWS

(Unaudited)

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

ADORBS INC.

Statements of Cash Flows

(unaudited)

The accompanying notes are an integral part of these financial statements

ADORBS INC.

NOTES TO (UNAUDITED) FINANCIAL STATEMENTS

(UNAUDITED)

SEPTEMBER 30, 2018

Note 1 – Organization and basis of accounting

Basis of Presentation and Organization

Adorbs IncInc. is a Nevada corporation. Adorbs is a developmental stage corporation formed to provide mostly organic children’s clothing designed to be cute, comfortable, and trendy. The Company was incorporated under the laws of the State of Nevada on October 18, 2017. The company office is located at 234 E. Beech Street, Long Beach, NY 11561. On that date, the Company was authorized to issue 75,000,000 shares of common stock at $0.001$0.001 par value.

The accompanying condensed financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has realized minimal sales for the nine months ended September 30, 2018 and very limitednominal sales for the year ended December 31, 2017. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business2020 and even if planned principal operations have commenced, revenues are insignificant.did not record any revenue during the six months ended June 30, 2021.

The accompanying condensed financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until aan amended registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

The results forNote 2 – Summary of significant accounting assumptions and policies

Covid-19

In March 2020, the nine months ended September 30, 2018 are not necessarily indicativeWorld Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the resultsworld with different geographical locations impacted more than others. The outbreak of operations forCOVID-19 and public and private sector measures to reduce its transmission, such as the full year. imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day-to-day operations. However, this could impact our efforts to enter into a business combination as other businesses have had to adjust, reduce, or suspend their operating activities. The extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time.

Going Concern

The Company has an accumulated deficit of $170,844 and a working capital deficit of $121,214 as of June 30, 2021. As a result of these factors, management has determined that there is substantial doubt about the Company ability to continue as a going concern.

These financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and related footnotes should be readthe satisfaction of liabilities in conjunction with the normal course of business over a reasonable period of time. The financial statements and footnotes thereto included inof the Company’s Annual Report on Form 10K forCompany do not include any adjustments that may result from the year ended December 31, 2017, filed withoutcome of the Securities and Exchange Commission.uncertainties.

Management’s Representation of Interim Financial Statements

The accompanying unaudited condensed financial statements have been prepared by the Company without audit. Inaudit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements include all of the adjustments, which in the opinion of management all adjustments (which include only normal recurring adjustments)are necessary to present fairly thea fair presentation of financial position and results of operations,operations. All such adjustments are of a normal and cash flows at September 30, 2018 andrecurring nature. Interim results are not necessarily indicative of results for the related periods presented.

Note 2 – Summary of significant accounting policiesa full year.

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of June 30, 2021, and December 31, 2020, the on-hand cash balances were $11,774 and $13,593 respectively.

Note 2 – Summary of significant accounting assumptions and policies (continued)

Inventory

Inventory, which is comprised of children’s clothing and is charged to inventory when purchased, is stated at the lower of cost or market. Cost isnet realizable value with cost determined usingunder the first-in, first-out (“FIFO”) method. On January 15, 2018, the Company entered into a manufacturing agreement with a third party manufacturer to produce 100% organic kids clothing inventory. The agreement calls for periodic payments by the Company. During the nine months ended September 30, 2018 the company made the remaining payments for the inventory totaling $26,303 towards the total invoice. As of September 30, 2018, the Company had inventory of $27,969.

Revenue Recognition

The Company recognizeevaluates inventory levels quarterly value based upon assumptions about future demand and market conditions. Any inventory that has a cost basis in excess of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding charge to the statement of operations in the period that the impairment is first identified. The Company performed its evaluation on December 30, 2020 and determined that due to nominal sales during the preceding twelve months and due to the ongoing Covid-19 situation an impairment of the inventory was required. As a result, during the year ended December 31, 2020 the Company impaired 100% of its inventory cost and recorded a write-down of $21,754 which was charged to “loss on the impairment of inventory” on the Company’s.

Revenue Recognition

The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Furniture and FixturesLong-lived assets

FurnitureThe Company accounts for its long-lived assets in accordance with Financial Accounting Standard Board (“FASB”) ASC 360-10, “Property, Plant and fixtures are recorded atEquipment” which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost and depreciated usingcarrying value of an asset may no longer be appropriate. The Company assesses the straight-line method at rates determined to estimate the useful livesrecoverability of the assets.carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposal value.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a 100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. As of June 30, 2021, the Company had a net loss carryforward of approximately $151,000.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value Measurement

The Company values its convertible notes and amounts due to related partings and short termshort-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

Fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

Note 2 – Summary of significant accounting assumptions and policies (continued)

Fair Value Measurement (continued)

The three levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.

Level 2 - Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.

Employee Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principlesUS GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of September 30, 2018,the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and expenses for the nine months ended September 30, 2018.liabilities that are not readily apparent from other sources. Actual results could differ from those estimates madethese estimates.

Net Loss per Share

Net loss per common share is computed by management.dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Reclassifications

Certain reclassifications have been made in the unaudited condensed financial statements for comparative purposes. These reclassifications have no effect on the results of operations or financial position of the Company. 

Subsequent Event

The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09,“Revenue from Contracts with Customers” (“ASU 2014-09”). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry specific guidance. The core principle of ASU 2014-09 is that an entity recognizes 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. In applying the new guidance, an entity will: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. In April and MayFebruary 2016, the FASB issued an accounting standard update for leases. The ASU 2016-10,“Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing”, ASU 2016-11,“Revenue Recognition and Derivatives and Hedging – Recessionintroduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of SEC Guidance”, ASU 2016-12, “Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients”, and ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. These ASUs each affect the guidanceunderlying principles of the new lessor model with those in the current accounting guidance as well as the FASB’s new revenue recognition standardstandard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the current guidance. The ASU 2014-09also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of financial statements to assess the amount, timing, and related subsequent ASUs.uncertainty of cash flows arising from leases. The new guidancepronouncement is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 for public companies. Early adoption is only permitted as of annual reporting periods beginning after December 15, 2016. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09.

On January 1, 2018, we adopted the new accounting standard ASC 606, “Revenue from Contracts with Customers and all the related amendments” (“ASC 606”) to all contracts which were not completed or expired as of January 1, 2018 using the modified retrospective method. We will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Results for reporting periods beginning after January 1, 2018 will be presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new standard to be immaterial to our revenue and net income on an ongoing basis.

With the adoption of the standard, the financial statements will be supplemented by new disclosure requirements. Areas of focus and updated presentation requirements include disclosures surrounding contracts with customers, disaggregation of revenue, contract balances, performance obligations, significant judgements used in the application of the guidance and transaction price allocation to remaining performance obligations.

In August 2016, the FASB issued ASU 2016-15, Statementof Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The guidance is effective for the Company beginning after December 15, 2017, although early adoption is permitted. The Company currently is in the process of evaluating the impact of the adoption on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18,Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). ASU 2016-18 requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement cash flows. The new standard is expected to be effective for fiscal years,2019, and interim periods within thosefiscal years beginning after December 15, 2017, with early2020, for non-public entities using a modified retrospective approach. Early adoption was permitted. TheCurrently the Company currently is in the process of evaluating the impact of the adoption on its financial statements.has no leases.

In January 2017, the FASB issued ASU 2017-01,Business Combinations (Topic 805) Clarifying the Definition of a Business.The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company currently is in the process of evaluating the impact of the adoption on its financial statements.

In January 2017, the FASB issued ASU No. 2017-04,Intangibles – Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment. The amendments in this update simplify the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under this guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for public companies for the reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Although the Company cannot anticipate future goodwill impairment, based on the most recent assessment, it is unlikely that an impairment amount would need to be calculated and, therefore, does not anticipate a material impact on the Company’s financial statements. The current accounting policies and procedures are not anticipated to change, except for the elimination of the Step 2 analysis. The Company currently is in the process of evaluating the impact of the adoption on its financial statements.

In May 2017, the FASB issued ASU No 2017-09“Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting”(ASU 2017-09). ASU 2017-09 provides clarity and reduces both (i) diversity in practice and (ii) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all three of the following are met: (1) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. Note that the current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in ASU 2017-09. ASU 2017-09 is effective for all annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effects of ASU 2017-09 on its audited financial statements.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the potential impact of adopting ASU 2017-11 on its financial statements and related disclosures.

Note 3 – Related party transactions

During the ninethree months ended SeptemberJune 30, 2017,2021, David Lazar paid various Company expenses totaling $18,246. This included approximately $4,700 in accounting fees, $1,546 in Edgarization fees, and $12,000 in fees related to obtaining a stock symbol to enable the Company received $32,600 in additional loans funds from Rebeca Lazar, President and Chief Executive Officer.trading of the Company’s common stock As of SeptemberJune 30, 2018,2021, the Company had a loan payable of $54,459, respectively$63,417 to David Lazar and loan payable of $69,137, to Rebecca Lazar, the former President and Chief Executive Officer. This loan isThese loans are both unsecured, non-interest bearing,non-interest-bearing promissory notes and has no specific terms for repayment.are payable on demand.

NoteNote 4 – Common stock

The Company is authorized to issue 75,000,000 shares of $.001$.001 par value common stock. On November 29, 2017, the Company issued 3,000,000As of June 30, 2021 and December 31, 2020, a total of 23,889,500 shares of common stock with a par value of $0.001 to Rebecca Lazar, President & Chief Executive Officer for $3,000.were issued and outstanding, respectively.

On January 16, 2018,There have been no stock issuances since March 22, 2019, when the Company issued 11,000,000donated a total of 14,000 shares of common stock at part to Rebecca Jill Lazar at par for a total of $11,000.

various charitable organizations. On January 17, 2018,that same date, the Company issued 7,000,000company gifted 14,000 shares of common stock to Rebecca Jill Lazar at par for a total of $7,000.to 13 individuals.

DuringAll the monthsabove securities issued were offered and issued in reliance upon the exemption from registration pursuant to the exemption from registration provided by Section 4(a)(2) of July and August 2018, the Company issued 2,860,000 sharesSecurities Act of common stock with a par value of $0.001 at issuance prices of $0.01 per share, for a total investment of $28,600.

As of September 30, 2018, a total of 23,860,000 shares of common stock issued and outstanding.

Note 5 – Concentrations

During the nine months ended September 30, 2018, the Company had one major customer comprising 99% of sales. A major customer is defined1933, as a customer that represents 10% amended (the “Securities Act”) and/or greater of total sales. There was no accounts receivable for this customer as of September 30, 2018. The Company does not believe that the risk associated with these customers will have an adverse effect on the business.Regulation S promulgated thereunder.

Note 65 – Subsequent events

On October 03, 2018, the Company officially closed its public offering by consent of the Company's board of directors.

In accordance with SFASthe Statement of Financial Accounting Standards (“SFAS”) 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued October 29, 2018, and has determined that it does not have any material subsequent events to disclose in these financial statements.

ITEMItem 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations.

Business DevelopmentOrganizational History of the Company and Overview

Adorbs Inc. (“Adorbs”, or the “Company”) was incorporated under the lawsNo Current Operations

We have been dormant since approximately July 2019. As of the Statedate of Nevada on October 18, 2017. Adorbs is a developmental stage corporation formedthis Report, we intend to provide mostly organic children’s clothing designedengage in what we believe to be cute, comfortable,synergistic acquisitions or joint ventures with a company or companies that we believe will enhance our business plan. There are no assurances we will be able to consummate any acquisitions using our securities as consideration, or at all. Numerous things will need to occur to allow us to implement this aspect of our business plan and trendy. The visionthere are no assurances that any of Adorbs is bright, basic & comfortable organic clothes,these developments will occur, or if the price of organic material makes financial sense, including wearable and comfortable cute clothes, leggings, t-shirt, sweatshirts, skirts, dresses, and onesies (the “Clothing Line”). The clothing has andthey do occur, that we will have basic bold colors, such as black, red, orange, yellow, green, grey, blue, purple, and fuchsia. It includes and will include, a variety of ideas with patch work, appliqué, food, emojis, animals, letters, words. This way, a child could tell a story about their clothing.

Furthermore,be successful in fully implementing our plan. As the Company has applied forno current operations, it also currently is not subject to any competitive business conditions. Further, the word mark ADORBS: U.S. Application Serial No. 87/752,589,Company is not subject to any government approvals at this time applicable to it as wella “shell company,” as such term is defined in Rule 12b-2 under the Adorbs logo: U.S. Application Serial No. 87/752,591.Exchange Act.

Current management is comprisedPlan of Rebecca Jill Lazar, President. DueOperation

The Company has no operations from a continuing business other than the expenditures related to running the development stageCompany and has no revenue from continuing operations as of the Company, Ms. Lazar distributes partdate of her time towardthis Report.

Management intends to explore and identify business opportunities within the everyday operationsU.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and forward movementimplement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the corporation. Ms. Lazar’s responsibilities include acting ascoronavirus pandemic on the company’s creative designer as well as determiningU.S. and global economies. For more information about the overall design directionrisk of coronavirus on our business, see Item 1A “Risk Factors.”

We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company and its marketing strategy. Ms. Lazar has cultivated relationships with children’s clothing stores and manufacturers. Ms. Lazar and her relationships with targeted consultants should help heror is otherwise in her efforts to furtherneed of additional funds for the development of operations duringnew products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and needs additional capital. Alternatively, a business combination may involve the development stageacquisition of, the Company.

Operations to date have been devoted primarily to start-up, development activities, and initial sales,or merger with, an entity which include the following:

Adorbs currently has one officer and director. This individual allocates time and personal resources to Adorbs on a part-time basis and devotes approximately 27 hours a weekdesires access to the Company. Once the public offering is closed, Ms. Lazar plans to spend the time necessary to oversee the product development, manufacturing, sales and marketing campaigns, website design, and direct the primary operations of the business.U.S. capital markets.

As of the date of this Form 10-Q, AdorbsReport, our management has 23,860,000 sharesnot had any discussions with any representative of $0.001 par value common stock issuedany other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and outstanding. On November 29, 2017,operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company issued 3,000,000 shares of 0.001 par value common stockfor the indefinite future because it will not permit us to Rebecca Jill Lazar, an officer and director,offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in exchange for cash of $3,000, 11,000,000 shares of common stock on January 16, 2018 in exchange for cash of $11,000, and 7,000,000 shares of common stock on January 17, 2018 in exchange for $7,000, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. During the months of July and August 2018, the Company issued 2,860,000 shares of common stock in exchange for cash $28,600.a single industry or geographical region.

Adorbs has administrative offices locatedWe anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at 234 E. Beech Street, Long Beach, NY 11561. Ms. Lazar,this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our sole officebusiness plan, management intends to fund our working capital requirements through a combination of our existing funds and director, providesfuture issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the office onimplementation of a rent-free basis.business plan and commencement of operations.

Adorb’s fiscal year endBased upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is December 31.likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive. 

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. 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.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.  Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

Critical accounting policiesAccounting Policies and estimatesEstimates

Our condensed consolidatedmanagement’s discussion and analysis of our financial condition and results of operations is based on our financial statements, arewhich have been prepared in accordance with GAAP.U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and judgmentsassumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenuesrevenue and expenses during the reportingreported period. We continually evaluate our estimates and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. WeIn accordance with GAAP, we base our estimates and judgments on historical experience and on various other factorsassumptions that we believe to beare reasonable under the circumstances. AllActual results may differ from these estimates whetherunder different assumptions or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.conditions.

Going ConcernOur significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our ability to continue as a going concern.

Results of Operations

For the year ended December 31, 2017 compared to the nine months ended September 30, 2018

Revenue

For the year ended December 31, 2017, the Company generated $84 in revenues. For the nine months ended September 30, 2018, the Company generated $10,576 in revenues. The increase was due to more sales. Once we received our shipment we sold many items. We had booths at prominent and less prominent venues. We have been continually selling merchandise steadily. Adorbs Apparel is selling in boutiques in New York and Connecticut. Hopefully soon interested stores in both New Jersey and Massachusetts will begin to carry and sell Adorbs clothing. Everything Deals, an on-line market in the US purchased a large selection of Adorbs Apparel to sell.

Expenses

For the year ended December 31, 2017, we incurred operating expenses in the amount of $12,165 which consisted of general and administrative expenses and $7,300 of professional fees. For the nine months ended September 30, 2018, we incurred operating expenses of $38,801. The increase is due to increased accounting and legal fees associated with the preparation and filing of the Company S-1 registration statement as well as the Company’s first, second and third quarter 10Q filings with the Securities and Exchange Commission.

Net Loss

We had net loss of $12,132 for the year ended December 31, 2017. For the nine months ended September 30, 2018 we incurred a net loss of $32,268. The increase is due to increased accounting and legal fees incurred by the Company when preparing its S-1 registration statement as well as the Company’s first, second, and quarter 10Q filings.

For the year ended December 31, 2017 compared to the three months ended September 30, 2018

Revenue

For the year ended December 31, 2017, the Company generated $84 in revenues. For the three months ended September 30, 2018, the Company generated $10,546 in revenues. We had booths at prominent and less prominent venues. We have been continually selling merchandise steadily. Adorbs Apparel is selling in boutiques in New York and Connecticut. Hopefully soon interested stores in both New Jersey and Massachusetts will begin to carry and sell Adorbs clothing. Everything Deals, an on-line market in the US purchased a large selection of Adorbs Apparel to sell.

Expenses

For the year ended December 31, 2017, we incurred operating expenses in the amount of $12,165 which consisted of general and administrative expenses and $7,300 of professional fees. For the three months ended September 30, 2018, we incurred operating expenses of $17,460. The increase is due to increased accounting and legal fees associated with the preparation and filing of the Company S-1 registration statement and filing of the 1^st, 2^nd and 3^rd quarter 10Q’s with the Securities and Exchange Commission.

Net Loss

We had net loss of $12,132 for the year ended December 31, 2017. For the three months ended September 30, 2018 we incurred a net loss of $11,000. The decrease in net loss is due to an increase in revenue of $10,546 for the three months ended September 30, 2018 offset by cost of goods sold of $4,118, increased administrative expense of $9,543 and increased professional fees of $7,917.

Liquidity

Currently, we are relying on equity capital and sales of our products and services. Currently, we pay costs associated with running a business on a day to day basis.

As of December 31, 2017, we had cash on hand of $16,764 with current liabilities of $25,896. We have incurred an aggregate loss for the year ended December 31, 2017 of $12,132. We used cash of $8,095 in operating expenses for the year ended December 31, 2017. As of September 30, 2018, we had cash on hand of $33,814 with current liabilities of $56,583. We have incurred an aggregate loss for the nine months ended September 30, 2018 of $32,268. We used cash of $62,150 in operating expenses for the nine months ended September 30, 2018. We incurred an aggregate loss for the three months ended September 30, 2018 of $11,000. We used cash of $62,150 in operating expenses for the three months ended September 30, 2018

We believe that we will need a minimum of $200,000 in capital in order to maintain our current and planned operations through the next twelve months. They are estimates only and derived from research and marketing data accumulated by our sole officer and director. We anticipate to incur up to $20,000 in accounting, auditing, legal and offering expenses, $15,000 to maintain our general and administrative functions and $165,000 in operating and other expenses over the next twelve month. We intend to raise the capital through the sale of shares of our common stock and through the sale of our products and services.

To the extent that our capital resources are insufficient to meet current or planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

Cash Flows:

Off-balanceOff-Balance Sheet Arrangements

For the year ended December 31, 2017 and for the nine months ended September 30, 2018, we have not engaged in any off-balance sheet arrangements.None.

ITEMItem 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative And Qualitative Disclosures About Market Risk.

We are an emerging growthAs a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934 andwe are not required to provide the information undercalled for by this item.Item.

ITEMItem 4. CONTROLS AND PROCEDURESControls and Procedures.

Evaluation of Disclosure Controls and ProceduresProcedures.

Our management is responsible for establishing and maintaining a system of disclosure“disclosure controls and proceduresprocedures” (as defined in Rule 13a-15(e)) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Companyus in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b)Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the Company carried out an evaluation with the participationreliability of the Company’s management, including the Company’s Chief Executive Officer (“CEO”)financial reporting and the Company’s Chief Financial Officer (“CFO”),preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting based on the Company’s disclosure controlsparameters set forth above and has concluded that as of June 30, 2021, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures (as defined under Rule 13a-15(e) under the Exchange Act)for our internal control of financial reporting, and hiring additional accounting personnel at such time as of December 31, 2017. Based upon that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2018 due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.we complete a reverse merger or similar business acquisition.

Management is in the process of determining how best to change our current system and implement a more effective system to insure that information required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported accurately. Our management intends to develop procedures to address the current deficiencies to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

Changes in Internal Control over Financial ReportingReporting.

There havehas been no changeschange in our internal controlscontrol over financial reporting that occurred during the quarter ended Septemberyear June 30, 2018,2021 that havehas materially affected, or areis reasonably likely to materially affect, our internal controlscontrol over financial reporting.

PART II OTHER INFORMATION

ITEMItem 1. LEGAL PROCEEDINGSLegal Proceedings.

ThereThe Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are noexpensed as incurred. The Company’s officers and directors are not aware of any threatened or pending legal proceedingslitigation to which the Company is a party or in which any director, officer or affiliate of its property is the Company,subject and which would have any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a partymaterial, adverse to the Company or has a material interest adverse toeffect on the Company. The Company’s property is not the subject of any pending legal proceedings.

ITEMItem 1A. RISK FACTORSRisk Factors.

WeReference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Form 10 referenced into this report, as the same may be updated from time to time. Prospective investors are an emerging growth company as defined by Rule 12b-2encouraged to consider the risks described in our 2020 Form 10, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Act of 1934 and areCommission before purchasing our securities.

As a smaller reporting company, the Company is not required to providedisclose material changes to the information under this item.risk factors that were contained in the 2020 Form 10.

ITEMItem 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use Of Proceeds.

NoneNone.

ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities.

None.

ITEMItem 4. MINE SAFETY DISCLOSURESMine Safety Disclosures.

Not applicable.

ITEMItem 5. OTHER INFORMATIONOther Information.

None.

Item 6. ExhibitsExhibits.

The exhibits listed on the Exhibit Index below are provided as part of this report.

SIGNATURESIGNATURES

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.