OMNIA WELLNESS INC. - Quarter Report: 2020 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

For the transition period from ____ to _____

Commission file number: 000-19871

OMNIA WELLNESS INC.

(Name of Registrant in Its Charter)

999 18th Street

Suite 3000

Denver, Colorado 80202

(Address of principal executive offices)

(303) 325-3738
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 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 [X] No [  ]

Indicate by check mark whether 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”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act).

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 13,868,437 shares of common stock at February 15, 2021.

OMNIA WELLNESS INC.

Index

OMNIA WELLNESS INC.

BALANCE SHEETS

UNAUDITED

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

OMNIA WELLNESS INC.

STATEMENTS OF OPERATIONS

UNAUDITED

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

OMNIA WELLNESS INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE AND THREE MONTHS ENDED DECEMBER 31,2020 AND 2019

UNAUDITED

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

OMNIA WELLNESS INC.

STATEMENTS OF CASH FLOWS

UNAUDITED

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

OMNIA WELLNESS INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

DECEMBER 31, 2020

NOTE 1 – ORGANIZATION AND OPERATIONS

Omnia Wellness Inc. (the “Company”) was incorporated in Nevada on March 2, 2016 under the name Glolex Inc. The Company’s business was originally to provide a web based, round-the-clock, online legal consulting advice service.

As of June 25, 2019, Maksim Charniak, the Company’s then sole executive officer and director, sold all of his shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) to Amer Samad, resulting in a change of control of the Company. As part of that transaction, Mr. Charniak resigned from all of his officer and director positions, and Mr. Samad was appointed as the Chief Executive Officer, President, Chief Financial Officer and Secretary of the Company, and was appointed to the Board of Directors of the Company. Mr. Samad also purchased 14,744,687 shares (as adjusted to reflect the Company’s March 5, 2020 1:12.6374 forward stock split) of the Common Stock in a series of private transactions, resulting in Mr. Samad owning approximately 95.6% of the issued and outstanding shares of Common Stock. As part of this transaction, $14,699 that was loaned to the Company by Mr. Charniak was forgiven.

On March 5, 2020, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to, among other things, (i) increase the Company’s authorized shares of Common Stock from 75,000,000 to 100,000,000, (ii) create and authorize 10,000,000 shares of “blank check” preferred stock, and (iii) effect a 1:12.6374 forward stock split of the Common Stock. In addition, on March 16, 2020, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company from Glolex Inc. to Omnia Wellness Inc. All shares amounts are retroactively adjusted to reflect the forward split.

On April 20, 2020, the Company entered into a Share Exchange and Reorganization Agreement (the “Exchange Agreement”) with Omnia Wellness Corporation, a Texas corporation (“Omnia Corp.”) and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of common stock, no par value, of Omnia Corp. (the “Omnia Corp. Shares”). The transactions contemplated by the Exchange Agreement (collectively, the “Acquisition”) were consummated on January 5, 2021, and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding Omnia Corp. Shares were exchanged for shares of Common Stock based on the exchange ratio of one share of Common Stock for every one Omnia Corp. Share. Accordingly, the Company acquired 100% of Omnia Corp. in exchange for the issuance of shares of Common Stock and Omnia Corp. became the Company’s wholly-owned subsidiary. As a result of the closing of the Acquisition (the “Closing”), Mr. Amer Samad, formerly the Company’s sole director and executive officer, cancel 52,656,888 shares of Common Stock owned beneficially and of record by him as part of the conditions to Closing.

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

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended December 31, 2020 and 2019. As this is an interim period financial statement, certain adjustments are not necessary as with a financial period of a full year. Although management believes that the disclosures in these unaudited financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

The accompanying unaudited financial statements should be read in conjunction with the Company’s financial statements for the year ended March 31, 2020, which contain the audited financial statements and notes thereto, for the years ended March 31, 2020 and 2019 included within the Company’s Form 10-K filed with the SEC on July 14, 2020. The interim results for the nine months ended December 31, 2020 are not necessarily indicative of the results to be expected for the year ending March 31, 2021 or for any future interim periods.

NOTE 3 – GOING CONCERN

The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit, a net loss and net cash used in operating activities for the reporting period. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management’s plan for satisfying our cash requirements and to remain operational for the next 12 months is through sale of shares of our capital stock, convertible debt or loans from shareholders or third parties. We cannot assure you we will be successful in meeting our working capital needs. Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by any of our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds to finance operations.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4– LOANS PAYABLE

From time to time, stockholders have loaned funds to the Company to meet its expenses. As of December 31, 2020 and March 31, 2020 the Company owed stockholders an aggregate of $10,618 and $6,546, respectively.

From time to time, third parties have loaned funds to the Company to meet its expenses. As of December 31, 2020 and March 31, 2020, the Company owed third parties an aggregate of $17,443 and $12,000.

The indebtedness primarily relates to advances to the Company either from shareholders or from Omnia Corp. to pay for third party service providers so the Company remains in compliance with its reporting obligations under the Securities Act of 1934, as amended, and other legal requirements. The indebtedness does not have a maturity date and none of the terms have been finalized as between the Company and the lenders.

As part of the purchase of a controlling interest in the Company by Mr. Amer Samad from Mr. Maksim Charniak, as of June 25, 2019, $14,699 that was loaned to the Company by Mr. Charniak was forgiven. This transaction was recorded as a contribution to equity in the amount of $14,699 in the three month period ended June 30, 2019 and the year ended March 31, 2020.

NOTE 5 – SUBSEQUENT EVENTS

See Note 1 – Organization and Operations, for information on the Acquisition, the Closing of which took place on January 5, 2021.

Pursuant to the Exchange Agreement for the Acquisition whereby Omnia Corp. became a wholly-owned subsidiary of the Company, each holder of Omnia Corp. shares outstanding immediately prior to the Closing received shares of the Company’s common stock in exchange therefore based on a one-for-one exchange ratio, with all fractional shares rounded up to the nearest whole share. Accordingly, the Company issued 2,500,000 and 2,250,000 shares of its common stock to M. Jainal Bhuiyan, a director and executive officer of the Company, and Nikolay Kukekov, a director of the Company, respectively, 750,000 shares of its common stock to Lifestyle Healthcare LLC, an affiliate of Dr. Kukekov, and 4,500,000 shares of its common stock to Lexxus, LLC, an affiliate of Steve Howe, the Executive Chairman and a director of the Company. Furthermore, at the closing of the Acquisition an aggregate of $500,000 principal amount of convertible promissory notes of Omnia Corp. converted in accordance with their terms into an aggregate of 1,269,665 shares of the Company’s common stock. Of such shares, 729,730 were issued to Dr. Kukekov, and 539,935 were issued to Mr. Bhuiyan, or their respective affiliates. Also as of the closing of the Acquisition, Mr. Samad, formerly the Company’s sole director and executive officer, agreed to cancel 52,656,888 shares of the Company’s common stock owned beneficially and of record by him as part of the conditions to closing.

On January 26, 2021, the Company entered into a convertible promissory note for $250,000 (the “Loan”). The Loan has an original principal amount (OID) of $275,000. The Loan will be payable on July 21, 2021. All of the outstanding principal amount on the Loan shall convert into common stock of the Company at any time before the maturity date, at the option of the Lender, at a 15% discount to a price based on daily volume weighted average price of the Common Stock during the twenty-trading day period ending on the latest complete trading day prior to the conversion date. The Loan contains customary events of default, which, if uncured, entitle the lender to accelerate the due date of the unpaid principal amount of the Loan.

On February 3, 2021, the Company entered into an Extension to a Promissory Note (the “Extension”) effective as of January 31, 2021, with an existing lender, which extended the maturity date of the loan with the lender in the principal amount of $500,000 to January 31, 2022. The Extension also provided that the lender can demand a one-time early repayment of the existing loan at any time prior to the maturity date. As consideration for the Extension, the Company issue to the Lender 20,000 shares of Common Stock.

On February 8, 2021, the Company borrowed $140,000 pursuant to a 20% Note due on May 31^st, 2021, with an issue date of February 2, 2021 (the “Note”). The Note contains customary events of default, which, if uncured, entitle the investor to accelerate the due date of the unpaid principal amount of the Note, and the outstanding balance shall increase to 120% of the outstanding balance immediately prior to the event of default. Nickolay Kukekov, a director of the Company, has agreed to personally guarantee the payments of all amounts under the Note.

On or about February 9, 2021, the Company issued 177,650 shares of common stock for the conversion of a note payable of approximately $320,000 in principle plus accrued interest.

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

Forward Looking Statements

The following discussion should be read in conjunction with our unaudited financial statements and related notes included in Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended March 31, 2020. Certain information contained in this MD&A includes “forward-looking statements.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section entitled “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2020.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology.

In light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in this Quarterly Report on Form 10-Q will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

This Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the financial statements included in this Form 10-Q, relate to the financial results of Omnia Wellness Inc. as of December 31, 2020 and prior to the Acquisition (as defined below). Accordingly, it does not reflect material events that took place subsequent to December 31, 2020 in January and February 2021 or the financial results of Omnia Corp. (as defined below) for the period ended December 31, 2020. We intend to file such financial results separately in accordance with the rules and regulations of the Securities and Exchange Commission.

We were incorporated in the State of Nevada on March 2, 2016 under the name “Glolex Inc.” Our business was originally to provide a web based, round-the-clock, online legal consulting advice service.

As of June 25, 2019, Maksim Charniak, our then sole executive officer and director, sold all of his shares of common stock of the Company to Amer Samad, resulting in a change of control. As part of that transaction, Mr. Charniak resigned from all of his officer and director positions, and Mr. Samad was appointed as the Chief Executive Officer, President, Chief Financial Officer and Secretary of the Company, and was appointed to our Board of Directors. Mr. Samad also purchased 14,744,687 shares (as adjusted to reflect the Company’s March 5, 2020 1:12.6374 forward stock split) of our common stock in a series of private transactions, resulting in Mr. Samad owning 52,671,888 shares (as adjusted to reflect the Company’s March 5, 2020 1:12.6374 forward stock split), or approximately 95.6% of the issued and outstanding shares of our common stock.

On April 20, 2020, we entered into a Share Exchange and Reorganization Agreement (the “Exchange Agreement”) with Omnia Wellness Corporation, or Omnia Corp., and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of capital stock of Omnia Corp. The transactions contemplated by the Exchange Agreement, which we refer to as the Acquisition, were consummated on January 5, 2021, and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding shares of common stock of Omnia Corp., no par value, or the Omnia Corp. Shares, were exchanged for shares of our common stock, based on the exchange ratio of one share of our common stock for every one Omnia Corp. Share. Accordingly, we acquired 100% of Omnia Corp. in exchange for the issuance of shares of our common stock and Omnia Corp. became our wholly-owned subsidiary. Pursuant to the Exchange Agreement for the Acquisition whereby Omnia Corp. became a wholly-owned subsidiary of the Company, each holder of Omnia Corp. shares outstanding immediately prior to the Closing received shares of our common stock in exchange therefore based on a one-for-one exchange ratio, with all fractional shares rounded up to the nearest whole share. Accordingly, we issued 2,500,000 and 2,250,000 shares of our common stock to M. Jainal Bhuiyan, a director and executive officer of the Company, and Nikolay Kukekov, a director of the Company, respectively, 750,000 shares of our common stock to Lifestyle Healthcare LLC, an affiliate of Dr. Kukekov, and 4,500,000 shares of our common stock to Lexxus, LLC, an affiliate of Steve Howe, the Executive Chairman and a director of the Company. Furthermore, at the closing of the Acquisition an aggregate of $500,000 principal amount of convertible promissory notes of Omnia Corp. converted in accordance with their terms into an aggregate of 1,269,665 shares of our common stock. Of such shares, 729,730 were issued to Dr. Kukekov, and 539,935 were issued to Mr. Bhuiyan, or their respective affiliates. Also as of the closing of the Acquisition, Mr. Samad, formerly our sole director and executive officer, agreed to cancel 52,656,888 shares of our common stock owned beneficially and of record by him as part of the conditions to closing.

The Company has generated no revenue for the nine months ended December 31, 2020.

On March 5, 2020, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to, among other things, (i) increase the Company’s authorized shares of common stock from 75,000,000 to 100,000,000, (ii) create and authorize 10,000,000 shares of “blank check” preferred stock, and (iii) effect a 1:12.6374 forward stock split of the Company’s common stock. Share and per share data (except par value) for the periods presented reflect the effects of the forward stock split. References to numbers of shares of common stock and per share data in the accompanying financial statements and notes thereto relating to dates prior to the forward stock split have been adjusted to reflect the forward stock split on a retroactive basis.

In addition, on March 16, 2020, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company from Glolex Inc. to Omnia Wellness Inc.

Results of Operations

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, as, if and when we consummate the Acquisition.

Comparison of Nine and Three Months Ended December 31, 2020 and 2019

General and administrative expenses were approximately $ 9,383 and $48,341 for the three and nine months ended December 31, 2020, respectively, compared to approximately $8,632 and $27,358 for the same periods in 2019. We believe that our general and administrative expenses will increase over time as a result of the Acquisition and otherwise advance our programs, increase our headcount and operating activities and incur expenses associated with being a public company.

Our net (loss) for the nine and three months ended December 31, 2020, was ($48,341) and ($9,383) compared to a net loss of ($27,358) and ($8,632) during the nine and three months ended December 31, 2019. During the fiscal quarter ended December 31, 2020 and fiscal years ended March 31, 2020 and 2019, respectively, the Company did not generate any revenue.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital (deficit) at December 31, 2020 compared to March 31, 2020.

During the nine months ended December 31, 2020, the Company had cash used in operating activities of ($9,515).

As of December 31, 2020, we had cash of $0 and had a working capital deficit of ($81,354). We do not have sufficient working capital to pay our expenses for the next 12 months. Our plan for satisfying our cash requirements and to remain operational for the next 12 months is through sale of shares of our capital stock, convertible debt or loans from shareholders or third parties. We do not anticipate revenue during that same period of time. We cannot assure you we will be successful in meeting our working capital needs.

We expect that working capital requirements will continue to be funded through a combination of our existing funds, loans from shareholders and/or third parties and further issuances of securities. We have no lines of credit or other bank financing arrangements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all.

Should we not be able to continue to secure additional financing or funding when needed, we may be required to cease the administrative functions necessary to remain in good standing, to remain reporting under the Securities Act of 1934, to identify and acquire other assets of operations or to operate our business, any of which would have a material adverse effect on the value of any investment in our Company.

Our future capital requirements will depend on many factors, including the development of our business or any other business we may acquire; the cost and availability of third-party financing for development; and administrative and legal expenses.

We anticipate that we will incur operating losses for at least the next twelve months. Our prospects must be considered in light of the risks, expenses and difficulties encountered by companies with no present business plan. There can be no assurance that we will be successful in identifying a business plan, consummating the Acquisition or otherwise commencing a successful business strategy, and the failure to do so could have a material adverse effect on our prospects, financial condition and results of operations.

Going Concern

The independent auditors’ report accompanying our March 31, 2020 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of ($126,188) and had a working capital deficit of ($81,354) at December 31, 2020, and have reported negative cash flows from operations since inception. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.

Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by any of our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities for the three and nine months ended December 31, 2020. Net cash flows used in operating activities was and ($9,515) in the nine months ended December 31, 2020, compared to and $(19,092) for the same period in 2019.

Cash Flows from Financing Activities

We have financed our operations primarily from either loans, advancements or the issuance of equity and debt instruments. For the three and nine months ended December 31, 2020, net cash from financing activities was and $9,515, compared to $18,039 for the same period in 2019.

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). As required by Rule 13a-15(b) under the Exchange Act, management of the Company, under the direction of our principal executive officer and principal financial officer, reviewed and performed an evaluation of the effectiveness of design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2020. Based on that review and evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2020, our disclosure controls and procedures were not effective to provide reasonable assurance 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’s rules and forms and were not effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, for the following reasons:

We plan to rectify these weaknesses by implementing an independent board of directors and hiring additional accounting personnel once we have additional resources to do so.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2020, that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not required for a Smaller Reporting Company.

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

All unregistered issuances of equity securities during the period covered by this quarterly report have been previously disclosed on our Current Reports on Form 8-K.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The exhibits listed below are hereby furnished to the SEC as part of this report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 16^th day of February, 2021.