See accompanying notes to the unaudited condensed consolidated financial statements.

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		March 31, 2018				June 30, 2017
		(Unaudited)
ASSETS
Current Assets
Cash		$	-			$	17,329
Prepaid expenses			448				-
Total Current Assets			448				17,329
TOTAL ASSETS		$	448			$	17,329
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		$	5,583			$	-
Due to shareholder			6,156				-
Net liabilities of discontinued operations			-				45,123
Total Liabilities			11,739				45,123
Stockholders’ Deficit
Preferred stock par value $0.000001: 8,000,000 shares authorized, none issued and outstanding			-				-
Common stock par value $0.000001: 92,000,000 shares authorized, 5,740,000 shares issued and outstanding			6				6
Additional paid-in capital			76,027				59,849
Accumulated deficit			(213,610	)			(178,641	)
Retained earnings from discontinued operations			126, 286				90,992
Total Stockholders’ Deficit			(11,291	)			(27,794	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	448			$	17,329

See accompanying notes to the unaudited condensed consolidated financial statements.

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See accompanying notes to the unaudited condensed financial statements.

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		Nine Months Ended
		March 31,
		2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations		$	(34,969	)		$	(31,188	)
Net income from discontinued operations			35,294				62,438
Changes in operating assets and liabilities:
Change in Assets (Liabilities) from discontinued operations			(28,945	)			(32,343	)
Prepaid expenses			(448	)			-
Accounts payable and accrued liabilities			5,583				-
Net cash used in operating activities			(23,485	)			(1,093	)
CASH FLOWS FROM FINANCING ACTIVITIES
Due to a shareholder			6,156				-
Net cash provided by financing activities			6,156				-
Net decrease in cash and cash equivalents			(17,329	)			(1,093	)
Cash and cash equivalents - beginning of period			17,329				8,675
Cash and cash equivalents - end of period		$	-			$	7,582
Supplemental Cash Flow Disclosures
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

See accompanying notes to the unaudited condensed financial statements.

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First Priority Tax Solutions Inc.

March 31,Condensed Consolidated Statements of Cash Flows

(Unaudited)

See accompanying notes to the unaudited condensed consolidated financial statements.

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First Priority Tax Solutions Inc.

September 30, 2018

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 - Organization and Operations

First Priority Tax Solutions, Inc. (“First Priority” or the “Company”) was incorporated on March 31, 2014 under the laws of the State of Delaware.

On May 8, 2018, First Priority Tax Solutions, Inc. entered into an Asset Purchase Agreement with Silverlight International Limited., the Company owned by the owner of Zhoppers, Inc., whereby First Priority Tax Solutions, Inc. has agreed to acquire the net assets of Zhoppers, Inc.

The Company engages inis currently operating the business of acquiring, developing and managing residential and commercial income-producing properties in the Cincinnati and Dayton, Ohio metropolitan areas. Revenue is generated primarily from rental income.Zshoppers ecommerce website.

Note 2 - Significant and Critical Accounting Policies and Practices

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

Basis of Presentation – Unaudited Interim Financial Information

The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These condensed unaudited interimconsolidated financial statements should be read in conjunction with the financial statements of the Company for the reporting period ended June 30, 20172018 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on August 23, 2017.October 11, 2018.

On December 1, 2017,Basis of Presentation

The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

Basis of Consolidation

These consolidated financial statements include the accounts of the Company modified its business plan, and therefore the Company has classified allacquired assets of Zshoppers, Inc. Inc. All material intercompany balances and transactions and balances prior to the modification of the business plan as Discontinued Operations in the financial statements.have been eliminated.

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Fiscal Year End

The Company elected June 30th as its fiscal year end date upon its formation.

Change of Control

On December 1, 2017, as a result of a private transaction, the control block of voting stock of the Company, represented by 4,000,000 shares of common stock (representing approximately 70% of issued and outstanding common shares of the Company), has been transferred from its Chief Executive Officer to an unaffiliated corporation, and a change of control of the Company has occurred. Upon the change of control of the Company, the existing directors and officers resigned immediately and the Company has appointed a new director and officer. The Company entered into an agreement to transfer to its primary shareholder all of its assets and liabilities which include real estate properties for generating rental income and liabilities consists of vendor payables and notes payable.

Currently, the Company is seeking for new business opportunities with established business entities for merger with or acquisition of a target business.

Discontinued Operations

On December 1, 2017, as a result of the change of control of the Company, the Company transferred all of its assets and liabilities to its primary shareholder. Please refer to Note 45 and 5.

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6.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

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These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Cash Equivalents

For the purpose of the accompanying financial statements, all highly liquid investments with a maturity of six months or less are considered to be cash equivalents.

Real Estate

Effective December 1, 2017, Real Estate reflected on the balance sheet was transferred to the principal shareholder of the Company.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

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Pursuant to Section 850-10-20 the related parties include a. affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

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Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Revenue Recognition

The Company follows paragraph 605-10-S99-1recognizes revenue from the sale of products and services in accordance with ASC 606,”Revenue Recognition” following the FASB Accounting Standards Codification forfive steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue recognition. when the entity satisfies a performance obligation

The Company will recognizerecognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is realized or realizable and earned. The Company considers revenue realized or realizable and earned when allsatisfied over time if one of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of revenue:

Deferred Tax Assets and Income Tax Provision

	a.	the customer simultaneously receives and consumes the benefits as the entity performs;
	b.	the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
	c.	the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date.

The Company accountsCompany’s sales are completed through an online marketplace providing coupons and on-line discounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assetsproducts and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the current enacted tax rates and laws. Deferred tax assets are reducedservices provided by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.third parties.

The Company adopted section 740-10-25Cost of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expectedservices include all expenses directly incurred to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements fromgenerate revenue, which include costs such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interestas products purchases, processing fees, chargebacks and penalties on income taxes, accounting in interim periodsdisputes, and requires increased disclosures.

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The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Tax years that remain subject to examination by major tax jurisdictions

The Company discloses tax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.shipping costs.

Earnings per Share

Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

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Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

There were no potentially dilutive common shares outstanding for the reporting periods ending March 31,September 30, 2018 and June 30, 2017.2018.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

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Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606), deferral of the Effective Date.” With the issuance of ASU 2015-14, the new revenue guidance ASU 2014-09 will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, using one of two prescribed retrospective methods. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing.” The guidance is applicable from the date of applicability of ASU 2014-09. This ASU finalizes the amendments to the guidance on the new revenue standard on the identification of performance obligations and accounting for licenses of intellectual property. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements (Topic 606)” which is applicable from the date of applicability of ASU 2014-09. This guidance provides optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. In May 2016, FASB issued ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients”. This amendment clarified certain aspects of Topic 606 and will be applicable from the date of applicability of ASU 2014-09. The Company is in process of evaluating the impact of the foregoing updates.

 

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In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2018. Upon adoption, entities will be required to use a modified retrospective transition which provides for certain practical expedients. Entities are required to apply the new standard at the beginning of the earliest comparative period presented. Early adoption of this new standard is permitted. The Company is currently evaluating the effect this new standard will have on its consolidated financial statements and related disclosures. The Company does not expect the requirement to recognize a right-of-use asset and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position.

Note 3 – Going Concern

The Company has elected to adopt early application of Accounting Standards Update No. 2014-15,”Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financials at March 31,September 30, 2018 and June 30, 2017,2018, the Company had an accumulated deficit of $213,610$244,323 and $178,641$231,765 of continuing operations, respectively, and retained earnings of $126,286 and $90,992$126,286 from discontinued operations, as of March 31,September 30, 2018, and June 30, 2017,2018, respectively. The Company has a working capital deficit (total current liabilities exceeded total current assets) of $11,291$43,514 and $27,794,$30,956, at March 31,September 30, 2018 and June 30, 2017,2018, respectively. The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the filing date of this report. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

The Company’s existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the resolution of its liquidity problems. The accompanying consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

In order to improve the Company’s liquidity, the Company’s management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its effort to secure additional equity financing.

Note 4 – Contribution of Assets

On May 8, 2018, the Company entered into a Capital Contribution Agreement with our principal shareholder, Silverlight International Limited. Under the terms of the Capital Contribution Agreement, Silverlight contributed the assets of Zshoppers.com, an electronics and general products ecommerce website, valued at $100,000 to the Company, in exchange for the issuance of an additional 20,000 shares to Silverlight at $5 per share. The assets contributed to our Company consist of all assets used in the operation of the Zshoppers.com business, including, but not limited to Zshoppers domain names, social media accounts and email lists. In connection with the capital contribution, our Company pay the former owner of Zshoppers.com 25% profit share for one year from the date of acquisition, plus $1,000 per month for the Payment Period.

The acquisition of Zshoppers, Inc. met the definition of a business in accordance with FASB ASC Topic 805, ”Business Combinations”. As such, the Company accounted for the acquisition as a business combination.

The net assets (liabilities) acquired by First Priority Tax Solutions, Inc. from Zhoppers, Inc. on May 8, 2018 is summarized as follows:

Revenues of $5,917 and net loss of $2,968 since the acquisition date are included in the consolidated statements of operations for the year ended June 30, 2018.

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Note 45 – Disposal of Net Liabilities

On December 1, 2017, as a result of the change of control of the Company, the Company transferred all of its assets and liabilities to its primary shareholder summarized as follows:

Note 56 – Discontinued Operations

On December 1, 2017, as a result of the change of control of the Company, the Company transferred to its primary shareholder all of its assets and liabilities which include real estate properties for generating rental income.

The sales of net liabilities qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Condensed Statements of Operations to present the revenue and cost of revenue from the real estate activity in discontinued operations.

The following table shows the results of operations of the rental property operations for nine months andthe three months ended March 31,September 30, 2018 and 2017 which are included in the net income from discontinued operations:

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2018				2017				2018				2017
Revenue		$	-			$	17,260			$	38,855			$	51,780
Cost of Revenue			-				500				1,000				1,500
GROSS PROFIT			-				16,760				37,855				50,280
OTHER INCOME (EXPENSE)
Other Income			-				2,969				583				12,158
Bad debt expense			-				-				(3,144	)			-
			-				2,969				(2,561	)			12,158
Net Income before Income Tax Provision			-				19,729				35,294				62,438
Income Tax Provision			-				-				-				-
NET INCOME FROM DISCONTINUED OPERATIONS		$	-			$	19,729			$	35,294			$	62,438

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Note 67 – Equity Transactions

Shares Authorized

Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is Ninety Two Million (92,000,000) shares of Common Stock, par value $0.000001 per share, and Eight Million (8,000,000) shares of Preferred Stock, par value $0.000001 per share.

Common Stock

On March 31, 2014, upon formation,May 8, 2018, the Company issued an aggregate of 4,000,00020,000 shares of the newly formed corporation’s common stock to its then Chief Executive Officer atacquire the par value of $0.000001 per share or $4 for compensation.

From March 31, 2014 through June 30, 2014, the Company authorized the issuance of 1,740,000 shares of its common stock for cash at $0.02 per share for a total of $36,951.

In June 2014, the Company’s then president paid $14,000 in legal expenses for the Company which has been treated as a contribution to capital.net assets from Zshoppers.

As of March 31,September 30, 2018 and June 30, 2017,2018, the issued and outstanding common stock was 5,740,0005,760,000 shares and 5,740,0005,760,000 shares, respectively.

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Note 78 – Related Party Transactions

On May 8, 2018, the Company entered into a Capital Contribution Agreement with our principal shareholder, Silverlight International Limited. Under the terms of the Capital Contribution Agreement, Silverlight contributed the assets of Zshoppers.com, an electronics and general products ecommerce website, valued at $100,000 to the Company, in exchange for the issuance of an additional 20,000 shares to Silverlight at $5 per share. The assets contributed to our Company consist of all assets used in the operation of the Zshoppers.com business, including, but not limited to Zshoppers domain names, social media accounts and email lists. In connection with the capital contribution, our Company pay the former owner of Zshoppers.com 25% profit share for one year from the date of acquisition, plus $1,000 per month for the payment period.

During the three months ended March 31,September 30, 2018, the shareholder of the Company has made $6,156 payment$8,930 net advancement for paying off operating expenses on behalf of the Company. As of March 31,September 30, 2018, the amount due to the shareholder was $6,156.$21,908.

Note 89 – Subsequent Events

Management has evaluated subsequent events through the date these unaudited condensed consolidated financial statements were available to be issued. Based on our evaluation no other material events have occurred that require disclosure, other than stated below.

On May 8, 2018, we entered into a Capital Contribution Agreement with our principal shareholder, Silverlight International Limited. Under the terms of the Capital Contribution Agreement, Silverlight contributed the assets of Zshoppers.com, an electronics and general products ecommerce website, valued at $100,000 to the Company, in exchange for the issuance of an additional 20,000 shares to Silverlight at $5 per share. The assets contributed to our Company consist of all assets used in the operation of the Zshoppers.com business, including, but not limited to Zshoppers domain names, social media accounts and email lists. In connection with the capital contribution, our Company will pay the former owner of Zshoppers.com 25% profit share for one year from the date of acquisition, plus $1,000 per month for the Payment Period.disclosure.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Resultsor Plan of OperationsOperation

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as amended (“Securities Act”)“may”, and Section 21E of the Securities Exchange Act of 1934 (“Exchange Act”). Forward-looking statements reflect the current view about future events. When used in this quarterly report on Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,”“should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and similar expressions, as they relate to usinvolve known and unknown risks, uncertainties and other factors that may cause our or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this quarterly report on Form 10-Q relating to our business strategy, our future operating results, and our liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Ourindustry’s actual results, may differlevels of activity, performance or achievements to be materially different from those contemplatedany future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Should one or more of these risks or uncertainties materialize, or shouldAlthough we believe that the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Weexpectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

CompanyOur unaudited consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean First Priority Tax Solutions Inc. and our wholly owned subsidiary, First Tax Priority Solutions Inc., a Delaware corporation, unless otherwise indicated.

General Overview

Overview

We have been engagedOur company was incorporated in the State of Delaware on March 31, 2014. From inception to December 1, 2017, we were in the business of acquiring, developing, managing and selling residential and commercial income-producing properties in the Cincinnati and Dayton, Ohio metropolitan areas. Our revenue has primarily resulted from rental income from the tenants occupying the properties we acquire and from the proceeds of property sales.

Since starting our business in March 2014, the Company has only acquired one light industrial facility in Dayton, Ohio.

Our commercial property was vacant and being renovated through January 2016. In February 2016, we signed a two-year lease with a third party to occupy this site. Under the lease, the rent escalates for each six-month period, from $2,269 through month 6, $4,538 through month 12, $6,807 through month 18, and $9,400 through month 24. There is also a two-year renewal term, at a higher monthly rental rate. As a result, all All real estate activity has been reclassed to discontinued operations.

On December 1, 2017, our building was transferred to our primary shareholder in exchange for assumption of the debt associated with the purchase of the building.

Matters ThatOn December 1, 2017, we underwent a change of control and discontinued our real estate business.

On May or Are Currently Affecting Our Business8, 2018, we entered into a Capital Contribution Agreement (the “Capital Contribution Agreement”) with our principal shareholder, Silverlight International Limited (“Silverlight”). Under the terms of the Capital Contribution Agreement, Silverlight contributed the assets of Zshoppers.com, an electronics and general products ecommerce website, to our company, in exchange for the issuance of an additional 20,000 shares to Silverlight. To determine the number of shares received by Silverlight in connection with such contribution, our company valued the Zshoppers.com assets at $100,000 and divided this amount by a price per share equal to $5, which represents the most recent price per share for trades of our company’s stock on the Over-the-Counter Quotation System in which our company’s common stock is quoted. In connection with the capital contribution, our company assumed certain ongoing responsibilities of Silverlight for pay the former owner of Zshoppers.com (the “Seller”) under its asset purchase agreement for Zshoppers.com (the “Ongoing Obligations”). The Ongoing Obligations consist of a 25% profit share for the Seller for one year from the date of acquisition (the “Payment Period”), plus $1,000 per month for the Payment Period.

The main challengesassets contributed to our company consist of all assets used in the operation of the Zshoppers.com business, including, but not limited to Zshoppers domain names, social media accounts and trends that could affect or are affecting our financial results include:email lists.

Results of Operations for the Three months Ended March 31, 2018 and 2017We do not have any subsidiaries.

We have not been subject to any bankruptcy, receivership or similar proceeding.

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RevenueOur Current Business

Prior to December 1, 2017, our company had a principal business that consisted of owning and managing real estate assets. Effective December 1, 2017, our company discontinued its real estate business. On May 8, 2018, our company’s majority shareholder, Silverlight contributed the Zshoppers business to our company. From that time, the business operations consisted of an online shopping platform. Zshoppers is an automated marketplace where vendors can sell their products on our platform. In order to sell on Zshoppers, we have strict guidelines to ensure our customers have a positive shopping experience. Our goal is to provide great products at an affordable price and help the customer any way we can. Our vendors have 2 business days to ship the order or else they are penalized if they take more than 2 business days to ship. This ensures that our customers receive their items in a timely manner. We also implemented a hassle free return policy. If our customers have any issues we make the return process very simple. Our goal is to build our business around repeat customers.

Business Overview

Our Online Merchant Shopping Platform

Zshoppers provides merchants with an online sales presence in a merchant community focused on positive customer experience. Our company’s shopping portal currently hosts 45 merchants and serves customers across the United States. We have established strict merchant requirements concerning customer satisfaction, prompt shipping and ease of returns.

Zshoppers encourages shoppers to return repeatedly –building participating merchant sales volume through repeat customer business. Our shopping website is customer-focused and is designed to be easy and intuitive to use, and navigate. The site offers customers a broad selection of products, with emphasis on home, health, beauty, pet, and electronics categories.

Our Merchant Standards Provide Positive Customer Experience: Our company differentiates itself from other online shopping platforms by utilizing stringent merchant performance standards that are designed to ensure customer satisfaction and build repeat customers. The standards which all merchants must comply with includes shipping standards and return standards. Among other requirements, in order for a merchant to utilize the platform, the merchant must agree to ship purchased products within two days of purchase. The merchant must also agree to abide by a return policy that allows customers to return products easily and quickly.

We recorded $0believe that these merchant standards will result in increased customer usage over time and $0increased sales growth resulting from repeat sales by existing customers who have experienced the ease and comfort of placing sales through the platform. We believe that the Zshoppers platform will result in revenuesignificant customer loyalty, as a result of the ease of use, positive customer experience and merchant principles. We also believe that these principles will increase sales by merchants, resulting in continuing operations fora stronger devotion of merchants to the three months ended March 31, 2018Zshoppers platform, as opposed to its competitors, and 2017, respectively.a growth in the number of merchants using the platform as the word spreads of Zshoppers merchant successes.

CostThe Zshoppers Platform Provides Streamlined Access to Web Sales by Merchants: Our proprietary software, provided to each merchant as part of Revenuethe merchant agreement, allows each merchant to easily develop a web-based sales outlet for its products. The software interfaces with the platform to provide a sales portal for merchant products, and also monitors sales metrics for merchants, provides sales reports and notifications to the merchant and allow the merchant to update products and interact with customers in a timely and seamless fashion. The platform also allows merchants to develop and maintain an active customer contact database for direct marketing of products to Zshoppers customers.

We recorded $0Train Our Merchants on Effective Use of the Platform: As part of our merchant engagement and $0onboarding, we provide training on the platform to each merchant to ensure that the platform is utilized in total costthe most effective manner to boost sales of revenue in continuing operations for the three months ended March 31, 2018merchant. The training includes use of relevant software, including sales reporting and 2017, respectively.sales marketing, as well as database management and payment system management. Some merchants that utilize the Zshoppers platform will have never sold products online, before. We provide merchants with training and skills to ensure that their first experience with internet sales is positive and lucrative.

Gross Profit

Consumer Access to our Site: We recorded $0do not aggressively market directly to customers. Although we engage in some customer marketing (e.g., google key words and $0 in gross profit (revenue minus costrelated marketing to shoppers) we devote most of revenue) in continuing operations forour marketing measures to developing new merchants utilizing the three months ended March 31, 2018platform. We believe that a robust merchant presence on the platform will provide a more satisfying customer experience and 2017, respectively.

Operating Expenses

We recorded $11,291 and $10,257will attract additional customers as word spreads about the positive sales experience of operating expenses in continuing operations forcustomers utilizing the three months ended March 31, 2018 and 2017, respectively.

Other Expenses

We recorded $0 and $838 of other expenses in continuing operations for the three months ended March 31, 2018 and 2017, respectively.

Discontinued Operations

We recorded $0 and $19,729 in total net income from discontinued operations for the three months ended March 31, 2018 and 2017, respectively.

Results of Operations for the Nine months Ended March 31, 2018 and 2017

Revenue

We recorded $0 and $0 in revenue in continuing operations for the nine months ended March 31, 2018 and 2017, respectively.

Cost of Revenue

We recorded $0 and $0 in total cost of revenue in continuing operations for the nine months ended March 31, 2018 and 2017, respectively.

Gross Profit

We recorded $0 and $0 in gross profit (revenue minus cost of revenue) in continuing operations for the nine months ended March 31, 2018 and 2017 respectively.platform.

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Why Merchants Choose our Platform: In addition to our merchant training and sales analytics, we have found that merchants choose our platform because they believe that the customer experience that we provide increases customer loyalty and drives more customers to our merchants. Our merchants engage on our platform because they want more customers and increased sales. After evaluating different means of reaching their target market and expanding customer awareness and access to their products, merchants see our site as a positive means to access new markets, new customers and increase sales.

Affiliate Marketing: In order to build customer usage and sales, we intend to introduce an affiliate marketing program, which would reward consumers for referrals to other customers.

Results of Operations – Three Months Ended September 30, 2018 and 2017

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended September 30, 2018 and 2017, which are included herein.

Our operating results for the three months ended September 30, 2018 and 2017, and the changes between those periods for the respective items are summarized as follows:

We recognized limited revenues of $2,046 for the three months ended September 30, 2018.

Net loss was $12,558 for the three months ended September 30, 2018 and net income was $10,601 for the three months ended September 30, 2017. During the three months ended September 30, 2018, net loss from continued operations decreased comparing to the comparative period, but we had no net income from continued operations.

Net loss from continued operations from the three months ended September 30, 2018 and September 30, 2017 was $12,685 and $15,390, respectively. The decrease in net loss from continued operations was mainly attributed to decline in operations expenses.

Operating Expensesexpenses for the three months ended September 30, 2018 and September 30, 2017 were $12,685 and $15,390 respectively. The decrease in the operating expenses were primarily attributed to the decrease in professional fees.

We recorded 34,112$0 and $28,636 of operating expenses$26,848 in continuing operations for the nine months ended March 31, 2018 and 2017, respectively.

Other Expenses

We recorded $857 and $2,552 of other expenses in continuing operations for the nine months ended March 31, 2018 and 2017, respectively.

Discontinued Operations

We recorded $35,294 and $62,438 in total net income from discontinued operations for the ninethree months ended March 31,September 30, 2018 and 2017, respectively.

Liquidity and Capital Resources

Working Capital
		March 31, 2018				June 30, 2017				Change				%
Current Assets		$	448			$	17,329			$	(16,881	)			-97	%
Current Liabilities		$	11,739			$	45,123			$	(33,384	)			-74	%
Working Capital (Deficit)		$	(11,291	)		$	(27,794	)		$	16,503				-59	%

Working Capital

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The financial statements included in this quarterlyyearly report have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements at March 31,September 30, 2018 and June 30, 2017,2018, we had an accumulated deficit of $213,610$244,323 and $178,641$231,765 of continuing operations, respectively, and retained earnings of $126,286 and $90,992$126,286 from discontinued operations, as of March 31,September 30, 2018, and June 30, 2017,2018, respectively. We had a working capital deficit (total current liabilities exceeded total current assets) of $11,291$43,514 and $27,794,$30,956, at March 31,September 30, 2018 and June 30, 2017,2018, respectively. Our cash balance and revenues generated are not currently sufficient and cannot be projected to cover our operating expenses for the next 12 months from the filing date of this report. These factors among others raise substantial doubt about our ability to continue as a going concern for a reasonable period of time.

As of March 31,September 30, 2018 we had $0 in cash and a working capital deficit of $11,291.$43,514. As of June 30, 2017,2018, we had $3,005 in cash from continuing operations of $17,329 and a working capital deficit of $27,794.$30,956.

Cash Flows from Operating Activities

Net cash used by our operating activities for the ninethree months ended March 31,September 30, 2018 totaled $23,485,$11,935, compared to net cash used inprovided by our operations for the ninethree months ended March 31,September 30, 2017 of $1,093.$9,986. The change in cash used was due primarily to an increasea decrease in net loss from continuing operations, offset by a decrease in net income from discontinued operations, a decrease in change in assets and liabilities form discontinued operations, a decrease in prepaid expenses and an increase in accounts payable and accrued liabilities.

Cash Flows Used in Investing Activities

For the three months ended September 30, 2018 and September 30, 2017, we had no investing activities.

Cash Flows from Financing Activities

Net cash provided by financing activities was $6,156$8,930 for the ninethree months ended March 31,September 30, 2018 from payment made by the shareholder to vendors on behalf of the Company. Net cash provided by financing activities was $0 for the ninethree months ended March 31,September 30, 2017.

Our existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing our business and raising capital and there can be no assurance that our efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the resolution of our liquidity problems. The financial statements do not include any adjustments that might result should we be unable to continue as a going concern. In order to improve our liquidity, management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance that we will be successful in our effort to secure additional equity financing.

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Private capital, if sought, will be sought from former business associatesLiquidity and Capital Resources

Our cash balance at September 30, 2018 was $0, with $43,514 in outstanding current liabilities, consisting of our founder or private investors referred$21,606 in accounts payable and accrued liabilities and $21,908 in due to us by those business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurance, we may use restricted shares of our common stock to compensate employees/consultants and independent contractors wherever possible.shareholder. We believe that operations are generating sufficient cash to continue operations forestimate total expenditures over the next 12 months from the date of this report provided that our costs of being a public company remain equal to or below the maximum estimate provided below.

We have embarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. We will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes Oxley Act of 2002. These obligations will reduce our ability and resources to fund other aspects of our business. We hopeare expected to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate vendors and professionals who provide products and services to us, although there can be no assurance that we will be successful in any of those efforts.

There are no current plans to seek private investment. We do not have any current plans to raise funds through the sale of securities. We hope to be able to use our status as a public company to enable us to use noncash means of settling obligations and compensate persons and/or firms providing services or products to us, although there can be no assurance that we will be successful in any of those efforts. We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own beliefs. Issuing shares of our common stock to such persons instead of paying cash to them would increase our chances to expand our business. To date, we have not identified any obligations that we may seek to settle in this manner nor have we identified any vendors, professionals or other creditors that we may approach with this idea. Having shares of our common stock may also give persons a greater feeling of identity with us which may result in referrals. However, these actions, if successful, will result in dilution of the ownership interests of existing stockholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of our company because the shares may be issued to parties or entities committed to supporting existing management.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements. See Note 2 of Notes to Condensed Unaudited Financial Statements - Significant and Critical Accounting Policies and Practices.

Seasonality

We have not noted a significant seasonal impact in our business.approximately $50,000.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.resources that is material to stockholders.

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Critical Accounting Policies

Emerging Growth Company

We are an “emerging growth company” underThe preparation of financial statements in accounting principles generally accepted in the federal securities lawsUnited States of America requires management to make estimates and will be subject to reduced public company reporting requirements. In addition, Section 107assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the JOBS Act also provides that an “emerging growth company” can take advantagefinancial statements and the reported amounts of revenues and expenses during the extended transition period providedreporting period. A change in Section 7(a)(2)(B) of the Securities Act for complying with newmanagements’ estimates or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Weassumptions could have chosen to take advantage of the extended transition period for complying with new or revised accounting standards. As a result of this election,material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements may not be comparable to thosereflect all adjustments that management believes are necessary for the fair presentation of companies that comply with public company effective dates as to new or revised accounting standards.their financial condition and results of operations for the periods presented.

Item 3. Quantitative and Qualitative AnalysisDisclosures About Market Risk

As a smaller“smaller reporting company,company”, we elected scaled disclosure reporting obligations and therefore are not required to provide the information required by this Item.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Under the supervisionOur management is responsible for establishing and with the participationmaintaining a system of our management, including our principal executive officer, we conducted an evaluation of our disclosure controls and procedures as such term is(as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer (the same person) concludedAct) that our disclosure controls and procedures were not effectiveis designed to provide reasonable assuranceensure that information required to be disclosed by us 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 SEC’sCommission’s rules and forms,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 ourthe issuer’s management, including ourits principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.disclosure.

(b) An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Control Over Financial ReportingControls

There werehave been no changes in our internal controlcontrols over financial reporting duringidentified in connection with the firstevaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter of fiscalended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II –- OTHER INFORMATION

Item 1. Legal Proceedings.Proceedings

AsFrom time to time, we may become involved in litigation relating to claims arising out of our operations in the date hereof, therenormal course of business. We are nonot involved in any pending legal proceedingsproceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or of whicha witness, nor has our company been involved in any oflegal proceedings commenced by any regulatory agency against our property is the subject.company.

Item 1A. Risk Factors.Factors

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

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

There were no unregistered sales of equity in the quarter ended March 31, 2018.None.

Item 3. Defaults Upon Senior Securities.Securities

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of our Company.None.

Item 4. Mine Safety Disclosures.Disclosures

Not applicable.Applicable.

Item 5. Other Information.Information

None.

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Item 6. Exhibits.Exhibits

Exhibits required by Item 601 of Regulation S-K:

___________________

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SIGNATURES

Pursuant to the requirementsIn accordance with Section 13 or 15(d) 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.

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