GRN Holding Corp - Quarter Report: 2019 October (Form 10-Q)

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: October 31, 2019

OR

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

For the transition period from ________ to _________

Commission File Number:  000-54709

GRN HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 425-830-1192

(Registrant’s telephone number, including area code)

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

Securities registered under Section 12(b) of the Exchange Act: none

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

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

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

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 ☒  No ☐

As of October 31, 2019, there were 249,777,311 shares of common stock, $0.001 par value per share, issued and outstanding.

PART I

Item 1 Financial Statements

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

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

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

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

GRN HOLDINGS CORPORATION

(FORMERLY DISCOVERY GOLD CORPORATION)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2019

(UNAUDITED)

NOTE 1: DESCRIPTION OF BUSINESS

GRN Holding Corporation (formerly Discovery Gold Corporation), a Nevada corporation, (“GRN,” “the Company,” “We," "Us" or “Our’) is a publicly-quoted shell company seeking to create value for its shareholders by seeking out acquisitions, mergers and business combinations.

On June 20, 2019, GRN Funds, LLC, a Washington limited liability company, and its manager and Chief Executive Officer, Justin Costello, purchased a total of 139 million shares of the Company’s common stock representing 55.65% of its issued and outstanding shares, in a private transaction with Stephen Flechner and David Cutler. As a result of the closing of the transaction on June 25, 2019, GRN Funds, LLC and Mr. Costello acquired a majority of the issued shares eligible to vote. As a condition to the closing of the transaction, the Company’s Directors Mr. Stephen Flechner and Mr. Ralph Shearing resigned, and Mr. Flechner resigned as Chief Executive Officer and President, and Mr. Justin Costello was concurrently named Director of the Company, President and Chief Executive Officer. As a term and condition of the transaction, Messrs. Flechner and Cutler agreed to satisfy Company outstanding liabilities totaling $111,579 and forgive outstanding liabilities of $86,147.

On July 16, 2019, the Board of Directors met and unanimously approved a resolution recommending an amendment to the Company’s articles of incorporation to change the name of the Company to GRN Holding Corporation, and to file a Corporate Action Notification Form with FINRA to formally change the Company’s name and trading symbol. The Board of Directors thereafter called for and convened a special meeting of the stockholders. On July 16, 2019, stockholders beneficially owning a majority of the shares eligible to vote consented to the amendment of the Company’s articles of incorporation to change its name to GRN Holding Corporation and authorized the filing of a Corporate Action Notification Form with FINRA to formally change the Company’s name and trading symbol.

On August 19, 2019, the Company filed a formal amendment to its articles of incorporation with the Nevada Secretary of State formally changing its name to GRN Holding Corporation.

On October 17, 2019, the Company entered into an executive employment agreement with Justin Costello to secure his services as President, Secretary, Treasurer and Director of the Company. The term of the agreement is for one year, which automatically renews for one-year terms. Mr. Costello agreed to an annual salary of $1.00.

On November 5, 2019, FINRA notified the Company of its processing and completion of the Corporate Action Notification Form to change the Company’s name to GRN Holding Corporation, and the concurrent issuance of the new trading symbol: “GRNF” that is currently listed on the OTC Markets.

NOTE 2. GOING CONCERN

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income. For the six months ended October 31, 2019, we reported a net loss of $25,180, and had an accumulated deficit of $8,672,276 as of October 31, 2019. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied. The Company has elected an April 30 year-end.

Interim Financial Statements

The accompanying unaudited interim condensed financial statements have been prepared in accordance with US GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at October 31, 2019 and for the related periods presented. The results for the three and six months ended October 31, 2019 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended April 30, 2019 included in the Form 10K, filed with the Securities and Exchange Commission on August 14, 2019.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of October 31, 2019 and April 30, 2019, our cash balance was $0.

Fair Value Measurements 

ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements.  Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.  ASC 820 defines the hierarchy as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date.  The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date.  The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

Our financial instruments consist of bank overdraft, accounts payable, accrued expenses - related parties and loans – related parties. The carrying amount of our bank overdraft, accounts payable, accrued expenses- related parties and loans payable – related party approximates their fair values because of the short-term maturities of these instruments

Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 5, 6 and 7 below for details of related party transactions in the period presented.

Income Taxes

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Net Loss per Share Calculation

Basic net loss per common share ("EPS") is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

No potentially dilutive debt or equity instruments were issued or outstanding during the three- and six-month periods ended October 31, 2019 and 2018.

Recently-Issued Accounting Pronouncements 

We have reviewed all the recently-issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.

NOTE 4. ACCOUNTS PAYABLE

As of October 31, 2019 and April 30, 2019, our balance of accounts payable was $12,618 and $129,360, respectively.

Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to satisfy outstanding accounts payable totaling $101,579 by way of capital contributions to the Company. These capital contributions have been recognized in additional paid in capital. Contemporaneously with these payments, unrelated creditors who were owed a total of $125,000 agreed to accept payment of $92,619 in full and final of their liabilities. According we recognized a gain of $32,381 on the settlement of these liabilities as other income.

NOTE 5. ACCRUALS - RELATED PARTIES

As of October 31, 2019 and April 30, 2019, our balance of accrual – related parties was $0 and $77,218, respectively.

Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to settle the entire outstanding balance of accruals – related parties by payment of $10,000 by way of capital contributions to the Company and forgiveness of accruals- related parties of $77,218. Both the capital contribution of $10,000 and the forgiveness of accruals-related parties of $77,218 have been recognized in additional paid in capital.

NOTE 6. LOANS- RELATED PARTIES

As of October 31, 2019 and April 30, 2019, our balance of loans – related parties was $29,122 and $7,697, respectively.

Between May 1, 2019 and June 25, 2019, one of our former principal shareholders advanced to us $1,232 to fund our working capital needs

Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to forgive the total balance of loans- related parties of $8,929. The forgiveness of the balance of $8,929 loan -related parties has been recognized in additional paid-in capital.

During the period from June 26, 2019 to October 31, 2019, our new principal shareholder, GRN Funds, LLC, advanced $29,122 to us by way of loan to fund our working capital requirements. The loan was unsecured, interest free and due on demand.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preferred Stock

As of October 31, 2019 and April 30, 2019, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001.

As of October 31, 2019 and April 30, 2019, no shares of preferred stock were issued and outstanding.

Common Stock

As of October 31, 2019 and April 30, 2019, we were authorized to issue 250,000,000 shares of common stock with a par value of $0.001.

No shares of common stock were issued during the three-and six-month periods ended October 31, 2019 and 2018.

As of October 31, 2019 and April 30, 2019, 249,777,311 shares of common stock were issued and outstanding.

Additional Paid-in Capital

Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to satisfy outstanding accounts payable totaling approximately $101,579 and accruals- related party of $10,000 by way of capital contributions to the Company. These capital contributions totaling $111,579 have been recognized in additional paid in capital.

In addition, effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to forgive accruals-related parties of $77,218 and loans-related parties of $8,829. The total forgiveness of $86,147 related party debt has been recognized in additional paid in capital.

NOTE 8. SUBSEQUENT EVENTS

The Company evaluated subsequent events after October 31, 2019, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required other than as discussed below:

On November 5, 2019, FINRA notified the Company of its processing and completion of the Corporate Action Notification Form to change the Company’s name to GRN Holding Corporation, and the concurrent issuance of the new trading symbol: “GRNF” that is currently listed on the OTC Markets.

On November 14, 2019, the Company announced it signed non-binding letters of intent to acquire Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC and Sunshine Hemp, Inc. The closing of the transactions are subject to the completion of due diligence and the execution of material definitive agreements.

On December 9, 2019, the Company issued 66,666 shares of common stock to Nancy Norton for services rendered valued at $65,999.

On December 11, 2019, the Company announced it signed a non-binding letter of intent to acquire Squad Drone, located in Bellevue, Washington. The closing of the transaction is subject to the completion of due diligence and the execution of a material definitive agreement.

Subsequent to October 31, 2019, our principal shareholder, GRN Funds LLC, has provided a further $7,770 to us by way of loan to fund our operating expenses.

Plan of Operation

Our plan of operations is to raise debt and/or equity to meet our ongoing operating expenses. We recently entered into non-binding letters of intent to acquire to acquire Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc. The closing of these transactions are subject to our completion of due diligence and the execution of material definitive agreements containing comprehensive terms and conditions. Our goal is to diligently work to close some or all of these acquisitions and cease being a shell company and to create value for our shareholders.

There can be no assurance that we will successfully complete the noted acquisitions,. In particular, there is no assurance that these acquisitions will close, since due diligence has only recently begun, and no material definitive agreements have not been agreed to containing comprehensive terms and conditions. These acquisitions, along with any other mergers or business combinations contemplated and completed by us, can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

At this time, we have little cash on hand or committed resources of debt or equity to fund these losses, and will be reliant, potentially, on advances from our principal shareholder, director and officer.

We continue to seek, investigate and, if such investigation warrants, acquire, merge with, or engage in business combinations in business opportunities presented to us by persons or firms. We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.

We may seek a business acquisition, merger or combination with entities which have recently commenced operations, or that desire to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

We expect that the selection of a business acquisition, merger or combination will be complex and risky. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities.

The analysis of new business opportunities will be undertaken by, or under the supervision of, our director. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of any business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.

We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2019 COMPARED TO THE THREE MONTHS ENDED OCTOBER 31, 2018

Revenue

We recognized no revenue during the three-month periods ended October 31, 2019 and 2018, as we have no business from which to generate revenue.

General and Administrative Expenses

During the three months ended October 31, 2019, we incurred $30,783 in general and administrative expenses which was broadly comparable to the $28,088 we incurred in general and administrative expenses during the three months ended October 31, 2018, representing an increase of $2,695. General and administrative expenses included legal and accounting fees.

Other Income (Expense)

During the three months ended October 31, 2019 and 2018, we recognized no other income or expense.

During the six months ended October 31, 2019, creditors who were owed a total of $125,000 agreed to accept payment of $92,619 in full and final of their liabilities. Accordingly, we recognized a gain of $32,381 on the settlement of these liabilities as other income. By comparison, during the six months ended October 31, 2018, we recognized no other income or expense in the period.

Net Income (Loss)

During the three months ended October 31, 2019, we recognized net loss of $30,783 compared to a net loss of $28,088 in the three months ended October 31, 2018, a variance of $2,695. The variance was principally due to an increase in legal and accounting fees of $2,695 during the three months ended October 31, 2019 over the three months ended October 31, 2018.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED OCTOBER 31, 2019 COMPARED TO THE SIX MONTHS ENDED OCTOBER 31, 2018

Revenue

We recognized no revenue during the six-month periods ended October 31, 2019 and 2018, as we have no business from which to generate revenue.

General and Administrative Expenses

During the six months ended October 31, 2019, we incurred $57,561 in general and administrative expenses which was broadly comparable to the $55,181 we incurred in general and administrative expenses during the six months ended October 31, 2018, representing an increase of $2,380. General and administrative expenses included legal and accounting fees.

Other Income (Expense)

During the six months ended October 31, 2019 and 2018, we recognized no other income or expense.

During the six months ended October 31, 2019, creditors who were owed a total of $125,000 agreed to accept payment of $92,619 in full and final of their liabilities. Accordingly, we recognized a gain of $32,381 on the settlement of these liabilities as other income. By comparison, during the six months ended October 31, 2018, we recognized no other income or expense in the period.

Net Income (Loss)

During the six months ended October 31, 2019, we recognized net loss of $25,180 compared to a net loss of $55,181 in the six months ended October 31, 2018, a variance of $30,001. The decrease was due our recognition of a $32,381 gain on the settlement of liabilities to creditors, who were owed a total of $125,000, and agreed to accept payment of $92,619 in full and final of their liabilities.

LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2019, we had no cash or cash equivalents or other assets, no operating business or other source of income and outstanding liabilities of $41,740, while our shareholders’ deficit was $8,672,276.

Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

It is our current intention to seek to raise debt and, or, equity financing to meet ongoing operating expenses, and in order to facilitate, to the extent our due diligence warrants, the completion of our acquisitions of Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc. Since we entered into non-binding letters of intent to acquire these entities, and because our due diligence into these acquisitions is ongoing, and no material definitive agreements have been entered into containing comprehensive terms and conditions, there is no assurance that these acquisitions will be satisfactorily completed, and future losses are likely to occur.

As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended April 30, 2019 and 2018, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

Our primary sources (uses) of cash for the six months ended October 31, 2019 and 2018 were as follows:

Operating Activities

During the six months ended October 31, 2019, we recognized net loss of $25,180, which was decreased for cash flow purposes by our non-cash gain of $32,381 on the settlement of certain of our liabilities and an $84,361 decrease in accounts payable resulting in net cash flow used in operating activities of $141,922. By comparison, during the six months ended October 31, 2018, we recognized a net loss of $55,181 which was largely offset for cash flow purposes by a $21,242 increase in accounts payable and a $32,364 increase in accruals- related parties resulting in net cash flow used in operating activities of $1,575.

Investing Activities

We used no funds in investing activities during the six months ended October 31, 2019 and 2018.

Financing Activities

During the six months ended October 31, 2019, we received $111,579 by way of capital contributions from our former principal shareholders and $30,354 by way of loans from our principal shareholder, to fund our working capital requirements. We also repaid $11 in respect of fees drawn in excess of our bank balance.

By comparison, we neither generated nor used funds in financing activities during the six months ended October 31, 2018.

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan of seeking a combination with a private operating company. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.   

Contractual Obligations

None

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

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.

As of the quarter ended October 31, 2019, our principal executive officer and principal financial officer completed an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e), to determine the existence of any material weaknesses or significant deficiencies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A material weakness is a deficiency, or a 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 will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant's financial reporting.

Based on that evaluation, we concluded that our disclosure controls and procedures over financial reporting were not effective as of October 31, 2019.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended October 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

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

No sale of unregistered securities was completed during the three months ended October 31, 2019 or 2018.

No senior securities were issued or outstanding during the three months ended October 31, 2019 or 2018

.

Not applicable to our Company.

None

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.