Rivulet Media, Inc. - Quarter Report: 2019 October (Form 10-Q)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

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

For the quarterly period ended October 31, 2019

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

For the transition period from

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒  No ☐ 

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

APPLICABLE ONLY TO CORPORATE ISSUERS: 

As of November 21, 2019 there were 15,616,865,172 shares of common stock issued and outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐  No ☒

Transitional Small Business Disclosure Format (Check One)

Yes ☐   No ☒

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIO-MATRIX SCIENTIFIC GROUP, INC.

Notes to Condensed Consolidated Financial Statements

As of October 31, 2019 

The accompanying unaudited interim condensed financial statements of Bio-Matrix Scientific Group , Inc. ( “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10 filed with the SEC on Form 10, as amended, for the year ended July 31, 2019. In general, interim disclosures do not repeat those contained in the annual statements. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The condensed balance sheet at July 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements  

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Bio-Matrix Scientific Group, Inc. (“Company”) was organized October 6, 1998, under the laws of the State of Delaware as Tasco International, Inc.

From October 6, 1998 to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business plan to provide production of visual content and other digital media, including still media, 360-degree images, video, animation and audio for the Internet.

On July 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital of Bio-Matrix Scientific Group, Inc., a Nevada corporation, (“BMSG”) for consideration consisting of 10,000,000 shares of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.

As a result of this transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer.

On July 31, 2019 the Company acquired 100% of the share capital of Pine Hills, Inc. (“Acquisition”), a Wyoming corporation, for consideration consisting of:

8,160,000,000 common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)

The agreement that the sole officer and director of the Company shall resign and the Company shall appoint the nominees of the Pine Hills Shareholder to serve as Chairman of the Company, Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary of the Company and Treasurer of the Company.

The cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.

Upon completion of the Acquisition, the Pine Hills shareholder owned approximately 54% of the voting capital stock of the Company immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by Pine Hills, Inc. and was treated as a recapitalization with Pine Hills Inc. as the acquirer.

The Company, through its wholly owned subsidiary Pine Hills, Inc., provides services consisting of data storage and the archiving of corporate documents.

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a July 31 year-end.

B. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Bio-Matrix Scientific Group, Inc., a Delaware corporation and Pine Hills Inc., a Wyoming corporation and 100% owned subsidiary.

C. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

D. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

E. INCOME TAXES

The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of  October 31, 2019 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

F.  BASIC EARNINGS (LOSS) PER SHARE

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. There were no Common Stock Equivalents as of October 31, 2019

H. INVESTMENT SECURITIES

The Company measures equity investments (except those accounted for under the equity method and those that result in consolidation of the investee) at fair value and recognizes any changes in fair value in net income.

I. REVENUE RECOGNITION

During the period beginning with inception (February 7, 2019) and ending October 31, 2019 the Company recognized revenue in accordance with ASC 606. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

In order to achieve the core principle of ASC 606, the Company applies the following steps with regard to recognition of revenue:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

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

During the quarter ending October 31, 2019 the Company recognized revenue of $9,023. Revenue was generated by the providing of long term data storage services and data backup services to customers. Revenues from contracts with customers are recognized when: (i) persuasive evidence of an arrangement exists; (ii) services have been completed; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the invoicing of services. Payment is typically due immediately upon submission of invoice. Invoices are submitted once all performance obligation have been met by the Company. Performance obligations are considered to have been met by the Company once all services contracted to be rendered have been provided. The Company has not provided warranties of any kind to customers during the quarter ended October 31, 2019. The Company has determined that for the quarter ending October 31, 2019 revenues recognized were identically similar in regard to nature, amount, timing, and uncertainty of revenues that disaggregation was not required. Pricing of services during the period was determined by Pine Hill’s Chief Technology Officer based on the officer’s sole determination taking into account factors including level of expertise required to complete the task and time required to complete the task. Performance obligations in regards to Long Term data and document storage are considered completed when all of paper documents are digitized ( if applicable) and an appropriate storage scenario ( including cloud, external hard drives, or offsite servers) for the client’s needs has been identified and implemented.

Performance obligations in regards to data backup services are considered completed when an optimum frequency of data archival activities as well as optimal security levels to be utilized by the customer are established in consultation with the Company.

All revenue earned during the period was attributable to contracts with customers. The Company determined that all contracts entered into during the period are substantially similar in regard to factors to be considered as per ASC 606-10-50-5. During quarter ended October 31, 2019 all performance obligations required of the Company pursuant to contracts with customers entered into by the Company were completed within the period. During the quarter ended October 31, 2019 all consideration due to the Company pursuant to contracts with customers was paid to the Company within the period. The customer is determined to have control of the services to be provided once services have been completed.

NOTE 2 . RECENT ACCOUNTING PRONOUNCEMENTS

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. The Company has adopted ASU 2016-01 effective the fiscal year ending 2019. This guidance is not expected to have a material impact on the Company’s financial statements.

In May 2014, the FASB, in conjunction with the International Accounting Standards Board ("IASB"), issued ASU No. 2014-09, "Revenue from Contracts with Customers" (ASC 606), which supersedes the existing revenue recognition requirements under U.S. GAAP and eliminates industry-specific guidance. The new revenue recognition standard provides a five step analysis of transactions to determine when and how revenue is recognized. The new model requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company has adopted ASC 606 since inception ( February 7, 2019).

On February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842). The ASU requires organizations that lease assets, referred to as "lessees," to recognize on the consolidated statement of financial position the rights and obligations created by those leases. The ASU also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The ASU on leases became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has not adopted the provisions of this ASU. This guidance is not expected to have a material impact on the Company’s financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted. We adopted the provisions of this ASU in the fiscal year ended 2019. This guidance is not expected to have a material impact on the Company’s financial statements.

NOTE 3.  GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has generated net losses of $1,606,705 during the period from February 7, 2019 (inception) through October 31, 2019. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations and to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4. ACQUISITION OF PINE HILLS, INC.

On July 31, 2019 the Company consummated the acquisition of 100% of the outstanding shares of Pine Hills , Inc. for consideration consisting of the following:

8,160,000,000 common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)

The resignation of the sole officer and director of the Company, David R. Koos

The appointment of Heather Cassady as Chairman of the Company.

The appointment of Timothy Foat to the positions of Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary of the Company and Treasurer of the Company.

The cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.

The acquisition of Pine Hills, Inc. (“PHI”) was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, the Company was treated as the “acquired” company for accounting purposes. This determination was primarily based on PHI’s equity holders having a majority of the voting power of the combined company, PHI. comprising the ongoing operations of the combined entity, PHI comprising a majority of the governing body of the combined company, and senior management selected by the former majority shareholder of PHI comprising the senior management of the combined company.

The following assets and liabilities of the Company were recognized in connection with the reverse merger as of July 31, 2019:

The completion of the reverse merger resulted in the Company recognizing a one time noncash charge of $1,574,225 resulting from the aggregate of:

15, 616,865, 172 Common Shares of the Company recognized in the reverse merger at par value ($0.0001)

2,025,846 Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)

724,222 of the Series B Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)

a noncashcharge of $12,483 representing the net liabilities recognized in the reverse merger.

NOTE 5. ACCRUED INTEREST RECEIVABLE

Accrued Interest Receivable recognized in the reverse merger consists of $6,884 of interest earned but not received due to the Company by Regen Biopharma, Inc. and recognized in the reverse merger. Accrued Interest Receivable of $6,884 is due at the demand of the Company.

NOTE 6. NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES

Notes Payable as of October 31, 2019 consist of the following:

$18,992 due to David Koos bears no interest and is due and payable at the demand of the Holder

$48,400 due to Blackbriar Partners bears no interest and is due and payable at the demand of the Holder

$1,000 due to BST Partners bears simple interest at 10% per annum. Both principal and accrued interest are due and payable on August 12, 2020

$6,200 due to BST Partners bears simple interest at 10% per annum. Both principal and accrued interest are due and payable on October 8, 2020

Notes Payable to Related Parties as of October 31, 2019 consist of the following:

$10,000 due to Bostonia Partners, Inc. bears simple interest at 10% per annum. Both principal and accrued interest are due and payable on August 22, 2020

$100 due to Bostonia Partners, Inc. bears simple interest at 10% per annum. Both principal and accrued interest are due and payable on August 29, 2020

Mr. Timothy Foat, Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary of the Company and Treasurer of the Company is sole officer and Director of Bostonia Partners, Inc

NOTE 7. SHAREHOLDER’S EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of October 31, 2019:

Preferred stock, $0.0001 par value; 20,000,000 shares authorized:

2,025,760 Preferred Shares, par value $0.0001, issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

0 Series AA Preferred Shares, par value $0.0001, issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,0000).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

0 Series AAA Preferred Shares, par value $0.0001, issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AAA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AAA Preferred Stock owned by such holder times one hundred thousand (100,0000).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AAA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

724,198 Series B Preferred Shares, Par Value $0.0001, issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times two (2).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

Non Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding

Each Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding written receipt by the corporation of the holder’s intent to convert.

“CLOSING PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day as reported by Bloomberg Finance L.P.

“PRINCIPAL MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.

“TRADING DAY” shall mean a day on which the Principal Market shall be open for business.

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

Common stock, $0.0001 par value; 16,000,000,000 shares authorized: 15,616,865,172 shares issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

NOTE 8. RELATED PARTY TRANSACTIONS

During the period commencing from inception and ending October 31, 2019 a company controlled by the Company’s Chief Executive Officer made capital contributions of $630 to the Company.

Bostonia Partners, Inc., a company controlled by the Company’s Chief Executive Officer, has loaned the Company an aggregate principal amount of $10,100 during the quarter ended October 31, 2019 ( Note 6)

The Company utilizes office space free of charge provided by a company controlled by the Company’s Chief Executive Officer.

NOTE 9. INVESTMENT SECURITIES

On July 31, 2019 the Company recognized 66,667 of the common shares of Entest Group, Inc. acquired in the reverse merger.

On July 31, 2019 the Company recognized 29,076,665 of the common shares of Regen Biopharma, Inc. acquired in the reverse merger.

On July 31, 2019 the Company recognized 2,907,665 of the Series A Preferred shares of Regen Biopharma, Inc. acquired in the reverse merger.

On July 31, 2019 the Company recognized 4,411 of the common shares of Zander Therapeutics, Inc. acquired in the reverse merger.

On July 31, 2019 the Company recognized 5,000 of the Series M Preferred Shares of Zander acquired in the reverse merger

On July 31, 2019 the Company recognized 8,333 of the Preferred Series B shares of of Entest Group, Inc. acquired in the reverse merger.

The abovementioned constitute the Company’s sole investment securities as of October 31, 2019.

As of October 31, 2019

NOTE 10: SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date of issuance noting no material subsequent events to report.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company’s expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company’s operations, economic performance, financial conditions, margins and growth in sales of the Company’s products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company’s financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to” We”, “Us”, “Company” or the “Company” refer to Bio-Matrix Scientific Group, Inc.

As of October 31, 2019 we had cash of $978 and as of July 31, 2019 we had cash of $1,722. The decrease in Cash of approximately 43.2% is primarily attributable to incurrence of $18,119 of consulting fees during the quarter ended October 31, 2019 offset by borrowings incurred by the Company of $17,300 during the same quarter.

As of October 31, 2019 we had investment securities of $32,980 and as of July 31, 2019 we had investment securities of $48,199.

The decrease in investment securities of approximately 31.5% is attributable to the revaluation as of October 31, 2019 of equity securities owned by the Company.

As of October 31, 2019 we had Accounts Payable of $0 and as of July 31, 2019 we had Accounts Payable of $295.

The decrease in Accounts Payable is attributable to payment of outstanding amounts due by the Company during the quarter ended October31, 2019.

As of October 31, 2019 we had total Notes Payable of $84,692 and as of July 31, 2019 we had total Notes Payable of $67,392.

The increase in Notes Payable of approximately 25.6% is primarily attributable to $17,300 in principal borrowings incurred during the quarter ended October31, 2019.

As of October 31, 2019 we had accrued interest payable of $254 as opposed to accrued interest payable of $0 as of July 31, 2019.

Accrued interest payable of $254 is attributable to interest recognized but not yet paid on $17,300 in principal borrowings incurred during the quarter ended October31, 2019.

During the quarter ended October 31, 2019 the Company had revenues of $9,023 and incurred an operating loss of $17,749. Revenues recognized during the quarter of $9,023 were attributable to fees collected for the providing of long term data and document storage services. The Company is unaware of any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way. From inception to the date of this document sources of liquidity for our operating subsidiary have primarily been revenues from operations.

During the quarter ended October 31, 2019 the Company also recognized $15,474 of Other Expenses consisting of interest expense and the recognition of a change in the Fair Value of securities owned by the Company. The Company recognized a Net Loss for the quarter ended October 31, 2019 of $33,222.

As our operating subsidiary was not formed until February 7, 2019 there is no comparable prior period.

The Company is unaware of any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. For the quarter ended October 31, 2019 inflation and changing prices have not had a material impact on the Company's net sales and revenues and on income from continuing operations.

As of October 31, 2019 we had $978 in cash on hand and current liabilities of $89,496 such liabilities consisting of Notes Payable and Accrued Interest Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

The Company currently plans to raise additional funds primarily by offering securities for cash.

There is no guarantee that we will be able to raise any capital through any type of offerings. We cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that may be reasonable in light of our current circumstances.

As of November 21, 2019 we are not party to any binding agreements which would commit the Company and/or the Company’s operating subsidiary to any material capital expenditures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of Timothy Foat who is the Company’s Principal Executive Officer, Principal Financial Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and Principal Financial Officer has concluded that the Company’s disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the period commencing on August 1, 2019 and ending on October 31, Timothy Foat who serves as the Company’s Principal Executive Officer, Principal Financial Officer and Chief Financial Officer has determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material pending legal proceedings to which the Company is a party or of which any of the Company’s property is the subject.

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

There were no unregistered sales of securities during the quarter ended October 31, 2019.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on December 12, 2019.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on December 12, 2019.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on December 12, 2019.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on December 12, 2019.