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Cryomass Technologies, Inc. - Quarter Report: 2018 September (Form 10-Q)

First Colombia Development Corp.: Form 10-Q - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2018

or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number 333-181259

FIRST COLOMBIA DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)

Nevada N/A
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  
   
3020 Bridgeway, Ste 505 Sausalito, CA 94965
   
   
(Address of principal executive offices) (Zip Code)

415-300-6144
(Registrant’s telephone number, including area code)

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

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      [X] 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).
[X] YES      [   ] NO

1


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

Large accelerated filer [   ] Accelerated filer                  [   ]
Non-accelerated filer   [   ] Smaller reporting company [X]
(Do not check if a smaller reporting company)  

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
[   ] YES      [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[   ] YES      [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

73,520,016 common shares issued and outstanding as of December 13, 2018.

2


TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION 4
   
Item 1. Financial Statements 4
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
     
Item 4. Controls and Procedures 16
     
PART II – OTHER INFORMATION 17
   
Item 1. Legal Proceedings 17
     
Item 1A. Risk Factors 18
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
     
Item 3. Defaults Upon Senior Securities 18
     
Item 4. Mine Safety Disclosures 18
     
Item 5. Other Information 18
     
Item 6. Exhibits 18
     
SIGNATURES 19

3


PART I – FINANCIAL INFORMATION

Item1. Financial Statements

Consolidated Financial Statements

Our unaudited condensed consolidated financial statements for the three and nine month periods ended September 30, 2018 and 2017 form part of this quarterly report. Unless otherwise specified our consolidated financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles with the instructions to Form 10-Q and Article 8 of Regulation S-X.

Operating results for the nine month period ended September 30, 2018 are not necessarily indicative of the results that can be expected for the year ending December 31, 2018.

4



First Colombia Development Corp.
Condensed Consolidated Balance Sheets
(Unaudited)

    September 30,     December 31,  
    2018     2017  
             
ASSETS            
Current Assets            
   Cash $  314,544   $  107  
   Inventory (Note 5)   11,461      
   Prepaid expenses and advances   40,499      
Total current assets   366,504     107  
   Property and equipment, net of accumulated depreciation of $476            
   and $0, respectively (Note 3)   458,425      
   Goodwill (Note 2)   55,848      
   Other assets   52      
Total Assets $  880,829   $  107  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)            
Current Liabilities            
   Accounts payable and accrued liabilities $  81,498   $  122,662  
   Due to related party (Note 4)   8,298     54,515  
Total Liabilities   89,796     177,177  
             
Commitments and Contingencies (Note 1)            
Stockholders’ Equity (Deficit)            
Preferred stock, $0.001 par value, 100,000,000 shares authorized,
no shares issued and outstanding
       
Common stock, $0.001 par value, 500,000,000 shares authorized,
76,400,016 and 69,520,016 shares issued and outstanding, respectively
  76,400     69,520  
Additional paid-in capital   1,425,885     166,609  
Accumulated deficit   (706,314 )   (413,199 )
Accumulated other comprehensive income   (4,938 )    
Total Stockholders’ Equity (Deficit)   791,033     (177,070 )
Total Liabilities and Stockholders’ Equity (Deficit) $  880,829   $  107  

(The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements)

5



First Colombia Development Corp.
Condensed Consolidated Statements of Operations
(Unaudited)

    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2018     2017     2018     2017  
Expenses                        
       Bank charges $  723   $  41   $  946   $  155  
       Selling, marketing and administrative   156,337     16,109     253,278     44,976  
Total Operating Expenses   157,060     16,150     254,224     45,131  
Loss Before Other Expenses   (157,060 )   (16,150 )   (254,224 )   (45,131 )
Other Expenses                        
     Interest expense   (246 )       (39,238 )    
     (Loss) gain on foreign exchange   (128 )       347      
Loss before taxes   (157,434 )   (16,150 )   (293,115 )   (45,131 )
Income taxes                
Net Loss $  (157,434 ) $  (16,150 ) $  (293,115 ) $  (45,131 )
Foreign currency translation adjustments   (967 )       (4,938 )    
Comprehensive Loss   (158,401 )   (16,150 )   (298,053 )   (45,131 )
Net loss per common share – Basic and                        
   Diluted $  (0.00 ) $  (0.00 ) $  (0.00 ) $  (0.00 )
Weighted Average Shares Outstanding   76,400,016     69,520,016     73,355,327     69,520,016  

(The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements)

6



First Colombia Development Corp.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

    Nine Months Ended  
    September 30,  
    2018     2017  
Operating Activities            
     Net Loss $  (293,115 ) $  (45,131 )
     Adjustments to reconcile net loss to cash used in operating activities:        
           Depreciation expense   476      
     Changes in operating assets and liabilities:            
           Prepaids and advances   (2,990 )    
           Other assets   (52 )    
           Accounts payable and accrued liabilities   (53,459 )   44,354  
Net Cash Used in Operating Activities   (349,140 )   (777 )
Investing Activities            
Purchase of property and equipment   (457,254 )    
Net cash paid for acquisition of subsidiary   (97,494 )    
Net Cash Used in Investing Activities   (554,748 )    
Financing Activities            
     Proceeds from related party loans       917  
     Payments on related party loans   (61 )    
     Proceeds from sale of common stock   1,220,000      
Net Cash Provided by Financing Activities   1,219,939     917  
Effect of Exchange Rate Changes on Cash   (1,614 )    
Increase (Decrease) In Cash   314,437     140  
Cash - Beginning of Period   107     9  
Cash - End of Period $  314,544   $  149  
             
Non-Cash financing activities            
     Forgiveness of shareholder loan $  46,156   $  –  
             
Supplemental Disclosures            
     Interest paid $  –   $  –  
     Income taxes paid $  –   $  –  

(The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements)

7



First Colombia Development Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)

1.

Nature of Operations

   

First Colombia Development Inc. (the “Company”) was incorporated under the laws of the State of Nevada on May 10, 2011. Effective April 26, 2018, the Company changed its name from AFC Building Technologies Inc. to First Colombia Development Inc. The Company is establishing various business ventures in Colombia in the agriculture and real estate development, tourism, and infrastructure sectors. The Company’s initial endeavor is acquiring, free ranging and reselling cattle for the domestic Colombian beef market.On May 10, 2018, the Company acquired all the issued and outstanding share capital of a Colombian company, First Colombia Devco SAS.

   

Going Concern

   

These unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and note holders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at September 30, 2018, the Company has not generated any revenues and has an accumulated deficit of $706,314 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

   

Summary of Significant Accounting Policies

   

Basis of Presentation and Consolidation

   

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the Securities and Exchange Commission (“SEC”) instructions for companies filing Form 10-Q. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2018, and the results of operations and cash flows for the periods ended September 30, 2018 and 2017. The financial data and other information disclosed in the notes to the interim condensed consolidated financial statements related to the periods are unaudited. The results for the three-month and nine-month period ended September 30, 2018 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire year ending December 31, 2018. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s annual audited financial statements and notes thereto for the year ended December 31, 2017, included in the Company’s Form 10-K filed on May 1, 2018 with the SEC.

   

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, First Colombia Devco SAS (from the date of acquisition, May 10, 2018). All inter-company balances and transactions have been eliminated.

   

Use of Estimates

   

The preparation of these unaudited interim condensed consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the estimated useful lives and recoverability of long-lived assets, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

8



First Colombia Development Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)

Inventory

Inventory consists of cattle acquired in May 2018 which are valued at the lower of cost and market. The Company expects to sell the inventory in less than one year.

Property and Equipment

Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates:

  Office equipment and furniture 10 years straight-line basis
  Machinery and equipment 5-10 years straight-line basis

Goodwill

Goodwill was generated through the acquisition of First Colombia Devco SAS as the total consideration paid exceeded the fair value of the net assets acquired.

The Company tests its goodwill for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company’s consolidated financial results. There were no impairment charges during the nine months ended September 30, 2018.

Long-lived Assets

In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Foreign Currency Translation

The functional currency of the Company is the United States dollar. The functional currency of the subsidiary is the Colombian Peso. The financial statements of the Company’s Colombian subsidiary were translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. The period-end exchange rate was 2,964 Columbian Pesos to United States dollar, and the average exchange rate was 2,934 Columbian Pesos to United States dollar. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Gains and losses arising on foreign currency denominated transactions included in the determination of income. Foreign currency transactions are primarily undertaken in Colombian Pesos and Canadian dollars. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive income (loss) and its components in the consolidated financial statements. During the nine months ended September 30, 2018 and 2017, the Company’s only component of comprehensive income was foreign currency translation adjustments.

9



First Colombia Development Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)

Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. The Company did not have any dilutive potential shares outstanding at September 30, 2018 or September 30, 2017.

Revenue Recognition

The Company follows topic 606 of the FASB Accounting Standards Codification for revenue recognition and ASU 2014-09. On January 1, 2018, the Company adopted ASU 2014-09, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company will consider revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the contract with a customer, (2) Identify the performance obligations in the contract, (3) Determine the transaction price, (4) Allocate the transaction price to the performance obligations in the contract, and (5) Recognize revenue when (or As) the entity satisfies a performance obligation.

2.

First Colombia Devco SAS Acquisition

   

On May 10, 2018, pursuant to a purchase agreement the Company purchased all of the issued and outstanding capital stock of First Colombia Devco SAS. The Company closed and completed the acquisition on May 10, 2018.The results of First Colombia Devco SAS’ operations have been included in the consolidated financial statements since that date. First Colombia Devco SAS was acquired to establish various business ventures in Colombia in the agriculture and real estate development, tourism, and infrastructure sectors.

   

The purchase price paid by the Company was $100,000. Any costs related to the acquisition were expensed in current period. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date:

   

Purchase Price


  Cash $  100,000  
  Total Purchase Price $  100,000  

Allocation of Purchase Price

  Cash $  2,506  
  Prepaid expenses and advances   37,509  
  Property, plant and equipment   1,704  
  Inventory   12,017  
  Accounts payable and accrued expenses   (12,295 )
  Goodwill   58,559  
  Net assets acquired $  100,000  

10



First Colombia Development Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)

2.

First Colombia Devco SAS Acquisition (continued)

   

The following table summarizes our consolidated results of operations for the nine months ended September 30, 2018, as well as unaudited pro forma consolidated results of operations as though the acquisition had occurred on January 1, 2018 and 2017:


      September 30, 2018     September 30, 2017  
                        Pro  
      As Reported     Pro Forma     As Reported     Forma  
  Net Sales $  –   $  –   $  – $      
  Net Loss   (293,115 )   (354,885 )   (45,131 )   (45,131 )
  Earnings per common share:                        
  Basic $  (0.00 ) $  (0.01 ) $  (0.00 ) $   (0.00 )
  Diluted $  (0.00 ) $  (0.01 ) $  (0.00 ) $   (0.00 )

3.

Property and Equipment


      September 30,     December 31,  
      2018     2017  
               
  Office equipment $  4,161   $  –  
  Machinery and equipment   4,740      
               
  Total   8,901      
  Accumulated depreciation   (476 )    
  Land   450,000      
               
  Equipment, Net $  458,425   $  –  

During the nine months ended September 30, 2018, the Company recorded $476 (2017 - $0) of depreciation expense. During the three months ended September 30, 2018, the Company recorded $382 (2017 - $0) of depreciation expense.

On June 7, 2018, the Company entered into a property purchase agreement whereby the Company agreed to acquire real estate located in the Municipality of Tarso, Antioquia, in Colombia. The property is 13.3125 hectares in size and the consideration for the purchase was $450,000.

4.

Related Party Transactions


  a)

At September 30, 2018, the Company owed $8,298 (December 31, 2017 - $8,358) to the Chief Financial Officer of the Company. These were monies advanced for general working capital purposes, (i.e. accounting and professional fees) as required. The amount is unsecured, non-interest bearing and due on demand.

     
  b)

During the nine months ended September 30, 2018, a shareholder of the Company agreed to forgive $46,156 of outstanding debt. As the debt forgiven was owed to a related party, the Company recognized the $46,156 forgiven as an equity transaction recorded in additional paid-in capital. At September 30, 2018, the Company owed $0 (December 31, 2017 - $46,156) to a shareholder of the Company. These were monies advanced for general working capital purposes, (i.e. accounting and professional fees) as required.


5.

Inventory

   

At September 30, 2018, inventory consisted of $11,461 of cattle. The cattle are raised by a third party rancher who bears the cost of development. Upon the sale of the cattle the Company will receive 40% of the earnings and the rancher will receive the remaining 60%.

11



First Colombia Development Corp.
Notes to Interim Condensed Consolidated Financial Statements
September 30, 2018 and 2017
(Unaudited)

6.

Licensing Agreement

   

On June 30, 2015, the Company entered into a license agreement with a shareholder of the Company. Pursuant to the agreement, the Company received an exclusive worldwide license in regards to 15 domain names related to the automotive e-commerce business for a period of 40 years. In consideration for the granting of the license, the Company will pay to the licensor a royalty of 2.5% of gross sales for any revenue derived from the use of the licensed domains. The Company has not generated any revenue to date.

   
7.

Common Stock

   

On February 22, 2018, the Company issued 4,000,000 post-split shares of common stock at $0.125 per share for cash proceeds of $500,000.

   

On April 26, 2018, the Company effected a 2-1 forward stock split of the issued and outstanding shares of common stock. All share and per share information have been retroactively adjusted to reflect the forward stock split.

   

On August 3, 2018, the Company completed a non-brokered private placement and issued 2,880,000 post-split shares of common stock at $0.25 per share for aggregate gross proceeds of $720,000.

   
8.

Subsequent Events

   

Management has evaluated subsequent events pursuant to ASC Topic 855, and has determined there are no subsequent events to disclose.

12



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

Forward-Looking Statements

This quarterly report contains 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 “may”, “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 involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations 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.

Unless otherwise specified our financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

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 and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean First Colombia Development Corp., a company incorporated under the laws of the state of Nevada, and our current wholly-owned subsidiary, First Colombia Devco SAS, a Colombian company, unless otherwise indicated.

General Overview

We were incorporated under the laws of the state of Nevada on May 10, 2011. Our fiscal year end is December 31. Our business offices are currently located at 3020 Bridgway, Ste 505 Sausalito, CA 94965. The address of agent for service in Nevada and registered corporate office is c/o National Registered Agents, Inc. of Nevada, 100 East William Street, Suite 204, Carson City, NV, 89701. Our telephone number is (415) 300-6144.

We recently effected a forward stock split of our authorized and issued and outstanding shares of common stock on a one (1) old for two (2) new basis. Upon effect of the forward split, our authorized capital increased from 250,000,000 shares of common stock to 500,000,000 shares of common stock and correspondingly, our issued and outstanding shares of common stock will increase from 34,760,008 to 73,520,016 shares of common stock, all with a par value of $0.001. Certificate of Change and Articles of Merger to effect the forward split and the merger and change of name were filed with the Nevada Secretary of State on April 12, 2018, with an effective date of April 26, 2018. The name change and reverse stock split were subsequently reviewed and approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of April 26, 2018.

Our Current Business

Effective May 10, 2018, we executed and closed a purchase agreement with Grupo Jaque Ltd. and First Colombia Devco SAS whereby we acquired the issued and outstanding share capital of First Colombia Devco SAS, a Colombian company, from its sole shareholder, Grupo Jaque Ltd. The consideration for the purchase was $100,000, which represented a reimbursement of the vendor’s costs to capitalize and establish the Colombian company, and the costs of establishing the company’s Colombian head offices.

Our goal with First Colombia Devco SAS is to establish business ventures in Colombia’s rapidly developing economy, with a focus on agriculture and real estate development, tourism, infrastructure, and other high growth sectors that may be identified as worth pursuing. Such enterprises are in the initial planning and investigation stages, with the initial endeavor of First Colombia Devco SAS being a pilot program for a cattle division which acquires, free ranges and resells cattle for the domestic Colombian beef market, to establish the commercial viability of such an approach.

13


Effective June 7, 2018, we executed a property purchase agreement with Terra Viva Property Development S.A.S. whereby we acquired certain real property located in the Municipality of Tarso, Antioquia, in Colombia. The property is 13.3125 hectares in size. The consideration paid for the purchase was $450,000.

The Municipality of Tarso, approximately 50km from Medellin, is in the Suroeste region of Antioquia and is a popular resort area. The company intends to construct a resort development of casitas on the property. The region has been increasing in popularity with recent planned infrastructure developments in the area that will be making it substantially more accessible from Medellin. This infrastructure will entail improved highways, bridges and tunnels with the goal of increasing accessibility to the Pacific Coast, with these improvements running through the Suroeste region.

Cash Requirements

Based on our planned expenditures, we will require approximately $500,000 over the next 12 months. In order to provide funds, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

We have not investigated the availability of commercial loans or other debt financing to supplement or meet our cash requirements. In the uncertain event that any such debt financing alternatives were available to us on acceptable terms, they would increase our liabilities and future cash commitments.

Future Financings

We will continue to rely on equity sales of our common shares and funding from directors and shareholders in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

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

Results of Operations

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

14


Three Months Ended September 30, 2018 and September 30, 2017

Our operating results for the three months ended September 30, 2018 and September 30, 2017 are summarized as follows:

    Three     Three  
    Months     Months  
    Ended     Ended  
    September     September  
    30,     30  
    2018     2017  
Revenue $  -   $  -  
Cost of sales   -     -  
Bank charges and interest   (723 )   (41 )
Selling, marketing and administrative   (156,337 )   (16,109 )
Expenses   (157,060 )   (16,150 )
Net Loss   (157,434 )   (16,150 )
Loss per common share – Basic and Diluted $  (0.00 ) $  (0.00 )

Revenue and Cost of Sales

We had no revenues and did not engage in any sales activities during the three month periods ended September 30, 2018 and September 30, 2017, respectively.

Operating Expenses

We incurred a net loss of $157,434 for the three months ended September 30, 2018, compared to $16,150 during the three months ended September 30, 2017. The significant increase in net loss during the three months ended September 30, 2018 resulted from the $157,060 in total operating expenses (September 30, 2017 - $16,150) incurred in the expansion of the Company’s operations in Colombia.

Nine Months Ended September 30, 2018 and September 30, 2017

Our operating results for the Nine Months ended September 30, 2018 and September 30, 2017 are summarized as follows:

    Nine     Nine  
    Months     Months  
    Ended     Ended  
    September     September  
    30,     30  
    2018     2017  
Revenue $  -   $  -  
Cost of sales   -     -  
Bank charges and interest   (946 )   (155 )
Selling, marketing and administrative   (253,278 )   (44,976 )
Expenses   (254,224 )   (45,131 )
Net Loss   (293,115 )   (45,131 )
Loss per common share – Basic and Diluted $  (0.00 ) $  (0.00 )

Revenue and Cost of Sales

We had no revenues and did not engage in any sales activities during the Nine month periods ended September 30, 2018 and September 30, 2017, respectively.

Operating Expenses

We incurred a net loss of $293,115 for the Nine Months ended September 30, 2018, compared to $45,131 during the Nine Months ended September 30, 2017. The significant increase in net loss during the Nine Months ended September 30, 2018 resulted from the $254,224 in operating expenses (September 30, 2017 - $45,131) incurred due to expansion of the Company’s operations and the resulting additional expenses.

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Liquidity and Financial Condition

Working Capital

    At     At  
    September     December  
    30,     31,  
    2018     2017  
Current assets $  366,504   $  107  
Current liabilities   89,796     177,177  
Working capital (deficit) $  276,708   $  (177,070 )

As at September 30, 2018 we had current assets of $366,504 (consisting of cash and prepaid expenses and advances), current liabilities of $89,796, and a working capital of $276,708. This compares to our total current assets of $107, current liabilities of $177,177, and working capital deficit of $177,070 as at December 31, 2017.

Cash Flows

    Nine     Nine  
    Months     Months  
    Ended     Ended  
    September 30,     September 30,  
    2018     2017  
Net cash Provided by (Used In) operating activities $  (349,140 ) $  (777 )
Net cash (Used In) investing activities   (554,748 )   -  
Net cash provided by financing activities   1,219,939     917  
Net increase (decrease) in cash during period $  314,437     (140 )

Operating Activities

Net cash used in operating activities was $349,140 during the Nine Months ended September 30, 2018 compared with net cash used in operating activities of $777 during the Nine Months ended September 30, 2017. This increase in cash used was mostly as a result of the Company's increased operational activity due to the expansion of its operations in Colombia.

Investing Activities

Net cash used in investing activities was $554,748 during the nine months ended September 30, 2018 compared to no activities during the nine months ended September 30, 2017. The increase in cash used in investing activities was the result of the purchase of property plant and equipment and cash paid to acquire the Company’s subsidiary.

Financing Activities

Net cash provided by financing activities was $1,219,939 during the Nine Months ended September 30, 2018 with compared with $917 in the prior period. This increase in cash provided was the result of proceeds of the sale of common stock.

Going Concern

Our consolidated financial statements for the Nine month period ended September 30, 2018 have been prepared on a going concern basis and contain an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders and note holders, the ability of our company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at September 30, 2018, our company has not generated any revenues, has working capital of $276,708, and has an accumulated deficit of $706,314. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Critical Accounting Policies

These financial statements and related notes are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its formerly wholly-owned subsidiary, DSL Products Limited. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is December 31.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by our Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time 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) under the Exchange Act, our Company carried out an evaluation with the participation of our Company’s management, including our Company’s Chief Executive Officer (“CEO”) and our Company’s Chief Financial Officer (“CFO”), of the effectiveness of our Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of September 30, 2018. Based upon that evaluation, our Company’s CEO and CFO concluded that our Company’s disclosure controls and procedures were not effective as of September 30, 2018 due to our Company’s limited internal resources and lack of ability to have multiple levels of transaction review.

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 personnel 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 Reporting

There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

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Item 1A. Risk Factors

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

Exhibit Description
Number  
   
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation (incorporated by reference to our Registration Statement on Form S- 1 filed on May 9, 2012).
3.2 By-laws (incorporated by reference to our Registration Statement on Form S-1 filed on May 9, 2012).
3.3 Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on January 13, 2014).
3.4 Certificate of Change filed with the Nevada Secretary of State on April 12, 2018 with an effective date of April 26, 2016. (incorporated by reference to our current report on Form 8-K filed on May 2, 2018)
3.5 Articles of Merger filed with the Nevada Secretary of State on April 12, 2018 with an effective date of April 26, 2016. (incorporated by reference to our current report on Form 8-K filed on May 2, 2018)
(10) Material Contracts
10.1 Consulting Agreement dated December 30, 2011 between our company and Cindy Kelly & Associates (incorporated by reference to our Registration Statement on Form S-1 filed on May 9, 2012).
10.2 Purchase Agreement with Grupo Jaque Ltd. and First Colombia Devco SAS, dated May 10, 2018 (incorporated by reference to our current report on Form 8-K filed on May 19, 2018)
(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1* Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2* Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32) Section 1350 Certifications
32.1* Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2* Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101* Interactive Data File
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

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* Filed herewith.
**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of 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.

  FIRST COLOMBIA DEVELOPMENT CORP.
  (Registrant)
   
   
   
Dated: December 13, 2018 /s/Christopher Hansen
  Christopher Hansen
  President, Chief Executive Officer,
  and Director
  (Principal Executive Officer)
   
   
   
   
Dated: December 13, 2018 /s/Cindy Lee Kelly
  Cindy Lee Kelly
  Chief Financial Officer and Treasurer
  (Principal Financial Officer and Principal Accounting
  Officer)

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