Tribal Rides International Corp. - Quarter Report: 2020 March (Form 10-Q)

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For Quarterly Period Ended March 31, 2020

-OR-

For the transaction period from                             to                            

Commission File Number 333-200344

Xinda International Corp.

(Exact name of Registrant in its charter)

Registrant’s Telephone Number, Including Area Code: +(855)777-5666

Securities registered pursuant to Section 12(b) of the 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, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting 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 Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant's only class of common stock, as of December 31, 2019 was 5,857,500 shares.

XINDA INTERNATIONAL CORP.

FORM 10-Q

Period Ended March 31, 2020

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM I — FINANCIAL STATEMENTS

XINDA INTERNATIONAL CORP.

BALANCE SHEETS

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

XINDA INTERNATIONAL CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

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

XINDA INTERNATIONAL CORP.

Statement of Shareholders' Equity

For the year ended December 31, 2019 three months ended March 31, 2020 (Unaudited)

The accompanying notes are an integral part of these statements

XINDA INTERNATIONAL CORP.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

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

XINDA INTERNATIONAL CORP.

Notes to Financial Statements

(Unaudited)

Note 1. Nature of Business

Nature of Business

Trimax Consulting, Inc. (“the Company”) was incorporated in Nevada on May 19, 2014. The Company was established for the purpose of real estate consulting and the purchasing of Tax Liens.

On March 16, 2017, pursuant to a stock purchase agreement between Oeshadebie Waterford, the Company's President and Chief Executive Officer (“CEO”), and Newfield Global Holdings Limited (“Newfield”) which is wholly owned by Mr. Jingyu Bai, Newfield acquired 25,000,000 shares of common stock of the Company for cash consideration of $300,000. The shares acquired represent 96.3% of the issued and outstanding shares of common stock of the Company. In connection with the stock purchase, the Company distributed the investment in the amount of $3,527 to Oeshadebie Waterford and Oeshadebie Waterford assumed accrued expenses in the amount of $11,500 and forgave a related party officer demand loan in the amount of $456. On March 16, 2017, Oeshadebie Waterford resigned her official position as President and Chief Executive Officer of the Company, and on the same day the shareholders of the Company voted Eng Wah Kung as Director and Chief Executive Officer of the Company, and Teck Siong Lim as Chief Financial Officer (“CFO”).

Upon the election of the new Board, the Company has altered the Company’s business plan to provide end to end HR services including recruitment, executive search, campus recruitment, training and a complete range of HR outsourcing solutions to clients, with the ultimate aim in creating true value for businesses, through the essential core asset of clients.

On May 8, 2017, the board of directors adopted an Amendment to its Articles of Incorporation changing the name of the Company to Xinda International Corp., and on June 9, 2017, the Financial Industry Regulatory Authority (“FINRA”) gave final approval for the name change and the ticker Symbol “XNDA”.

On May 17, 2018, the Company entered into a Purchase and Sale Agreement with Millrock Alaska LLC, an Alaska corporation (“Millrock”), pursuant to which the Company will acquire a 100% interest (subject to a royalty provision) in federal mining rights in the Lordsburg lithium project (the “Assets”). In consideration for acquisition of the Assets the Company has agreed to pay Millrock cash consideration of $50,000 as well as 19.9% of the Company’s issued and outstanding stock. The Company will execute and deliver to Millrock at closing a Royalty Deed pursuant to which the Company will pay Millrock a royalty of 3% of gross final sales (as defined in the Royalty Deed). The Company also will enter into and deliver to Millrock a Milestone Payment Agreement the parties have agreed to future share payments in the event that the Company makes exploration expenditures of US$5.0 million dollars on the claims or in a surrounding Area of Interest. Under this milestone the Company will issue to Millrock that number of Company shares of Common Stock that will result in Millrock owning 19.9% of the issued and outstanding shares of Company at that time. Further on September 30st of each calendar year, the Company will pay to Franklin Bain a finder’s fee equal to 2.5% of Exploration Expenditures incurred in the prior calendar year or $25,000, whichever is more. The requirement to pay the annual third milestone payment will end after $250,000 has been paid to Franklin Bain. The Purchase and Sale Agreement, the Royalty Deed and the Milestone Payment Agreement are attached hereto as exhibits and incorporated herein by reference.

Effective May 24, 2018 the Company completed delivery of the stock to Millrock by the delivery from Newfield Global Holdings Limited a total of 1,100,000 shares to Millrock. In addition, Newfield Global Holdings transferred 950,000 shares each to LWH Advisory Limited and LWH Consulting Sdn Bhd as part of the transaction. Subsequent to the acquisition, the Company intends to complete a 14 to 1 forward stock dividend of its stock.

On May 17, 2018, Dr. Amit Tripathi was elected and Eng Wah Kung resigned as a director and an officer. In connection with the resignation of Mr. Kung, Dr. Tripathi was appointed as our Chief Executive Officer and Director.

Mr. Kung’s resignation was not the result of any disagreements with the operations, policies or practices of our company.

Dr. Amit Tripathi, age 50, President, Chief Executive Officer, Secretary and Director

Dr. Tripathi is an exploration manager with technical specialization in structural geology, working with both private and public companies in the past. His professional experience covers successful exploration of gold, copper, diamond, iron ore, tantalite, and uranium. Dr. Tripathi has managed successful exploration projects from reconnaissance to resource evaluation stages in a variety of different occurrences including porphyry and lode gold; kimberlite and alluvial diamonds; enriched BIF, ironstones and lateritic iron ore; alluvial tantalite; sandstone hosted Uranium.

No family relationships exist between Dr. Tripathi and any of our other directors or executive officers.

There are no arrangements between Dr. Tripathi and any other person pursuant to which Dr. Tripathi was nominated as a director, nor are there any transactions to which our company is or was a participant and in which Dr. Tripathi has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Effective January 18, 2020, Xinda International Corp. (“XNDA” or the “Company”) (OTCPNK: XNDA) entered into an asset purchase agreement with Tribal Rides, Inc., a private U.S. based company (“Tribal Rides”), to acquire a digital transportation enablement and enhancement platform (the “Platform”) which provides fully automated dispatching and bookings management built for taxi companies, limousine companies and ride-sharing service providers (the “Agreement”). The Platform gives customers an app based experience while the acquired cloud-based Platform, provides service providers a range of functions which include customer booking, accounts management, driver tracking, real-time notifications, auto dispatching algorithms, accounting and settlements, corporate account management as well as providing reporting and analytics. The Platform has also shown to have a direct application in the B2B space in providing corporations with a more efficient taxi chit solution to combat fraud and excessive administration costs.

In exchange for the acquisition of the Platform from Tribal Rides, the Company will be providing as consideration the equivalent of approximately eighty-three percent (83%) of the issued and outstanding non-registered shares in the common stock of the Company.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended December 31, 2019, have been omitted.

Use of Estimates

The preparation of financial statements that conform with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Management makes these estimates using the best information available at the time, however, actual results could differ materially from those estimates.

Fair Value of Financial Instruments

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The Company's financial instruments consist principally of cash and accrued expenses. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature.

It is not, however, practical to determine the fair value of amounts due to related parties because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.

Related Parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Transactions involving related parties cannot be presumed to be carried out on an arm's- length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position and result of operations.

Note 3. Going Concern

The accompanying unaudited financial statements have been prepared assuming that the Company continues as a going concern. The Company has suffered recurring losses from operations. As shown in the accompanying unaudited financial statements, the Company has working capital deficit of $107,758 as of March 31, 2020 and has not generated any cash flows from operating activities for the three months ended March 31, 2020. Due to these conditions, it raises substantial doubt about its ability to continue as a going concern.

Upon election of the new Board, on March 16, 2017, the Company has undertaken a new business plan, principally providing a wide variety of human resource consulting services by facilitating identified, necessary change within an organization in order to enhance the success of the clients.

The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

Note 4. Related Party Transactions

The related parties consist of the following:

Joe Grimes, the Company’s Director and CEO

Dr. Amit Tripathi, the Company’s former Director and CEO

Oeshadebie Waterford, the Company’s former President and former CEO;

Eng Wah Kung, the Company’s Former Director and former CEO;

Xinda Human Resources Sdn Bhd, 50% owned by Eng Wah Kung and 50% owned by Teck Siong Lim

Advances and loans from Related Parties

The amounts due to related parties represent loans borrowed from related parties. They are unsecured, bear no interest and are repayable on demand. During the three months ended March 31, 2020, the Company repaid no loans to related parties.

Office Furnished by Related Party

The Company’s executive office is located 9190 W. Olympic Blvd, #324, Beverly Hills, CA 90212. This office is furnished to the Company by Xinda Human Resources Sdn Bhd at no charge.

Service Provided by Related Party

One accounting consultant, who is a friend of former CEO, provided non-compensated book keeping and financial reporting services to the Company from March 2017 through September 2017.

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

Overview and Outlook

Xinda International Corp. (formerly known as Trimax Consulting, Inc.) is a US listed Company, formed in the state of Nevada on May 19, 2014 focused on identifying property tax liens for sale and providing a valuation of the underlying properties to determine profit opportunities. The Company was principally engaged in business of marketing an array of property tax lien services including (a) identifying property tax lien auctions and property tax liens for sale; (b) providing valuation services with regards to real property subject to property tax liens; and (c) providing consultative and advisory services to property tax lien investors in regards to purchasing property tax liens, servicing property tax liens and adjudicating property tax liens.

Upon the installation of the new Board, the Company had decided to transition the business plan to provide end to end HR services including recruitment, executive search, campus recruitment, training and a complete range of HR outsourcing solutions to clients, with the ultimate aim in creating true value for businesses, through the essential core asset of clients. The business plan targets the modern corporate world, offering integrated consultancy services and strive towards providing total HR services and solutions to its clients with fresh thinking, innovative ideas and value add services. The Company’s business plan primary role is to provide a wide variety of Human Resource Consulting services in all vertical by facilitating identified, necessary change within an organization in order to enhance the success of the company. Our Management, Human Resource, and Training services are intended to improve productivity, efficiency, communication, and employee ethics.

We believe that whatever industry it may be, a full complete range of HR Consultant work is able to identify needs, develop an action plan, and assist with implementation, thus adding and retaining values to clients.

On May 8, 2017, the board of directors adopted an Amendment to its Articles of Incorporation changing the name of the Company to Xinda International Corp., and on June 9, 2017, the Financial Industry Regulatory Authority (“FINRA”) gave final approval for the name change and the ticker Symbol “XNDA”.

On May 17, 2018, the Company entered into a Purchase and Sale Agreement with Millrock Alaska LLC, an Alaska corporation (“Millrock”), pursuant to which the Company will acquire a 100% interest (subject to a royalty provision) in federal mining rights in the Lordsburg lithium project (the “Assets”). In consideration for acquisition of the Assets the Company has agreed to pay Millrock cash consideration of $50,000 as well as 19.9% of the Company’s issued and outstanding stock. The Company will execute and deliver to Millrock at closing a Royalty Deed pursuant to which the Company will pay Millrock a royalty of 3% of gross final sales (as defined in the Royalty Deed). The Company also will enter into and deliver to Millrock a Milestone Payment Agreement the parties have agreed to future share payments in the event that the Company makes exploration expenditures of US$5.0 million dollars on the claims or in a surrounding Area of Interest. Under this milestone the Company will issue to Millrock that number of Company shares of Common Stock that will result in Millrock owning 19.9% of the issued and outstanding shares of Company at that time. Further on September 30st of each calendar year, the Company will pay to Franklin Bain a finder’s fee equal to 2.5% of Exploration Expenditures incurred in the prior calendar year or $25,000, whichever is more. The requirement to pay the annual third milestone payment will end after $250,000 has been paid to Franklin Bain. The Purchase and Sale Agreement, the Royalty Deed and the Milestone Payment Agreement are attached hereto as exhibits and incorporated herein by reference.

Effective May 24, 2018 the Company completed delivery of the stock to Millrock by the delivery from Newfield Global Holdings Limited a total of 1,100,000 shares to Millrock. In addition, Newfield Global Holdings transferred 950,000 shares each to LWH Advisory Limited and LWH Consulting Sdn Bhd as part of the transaction. Subsequent to the acquisition, the Company intends to complete a 14 to 1 forward stock dividend of its stock.

On May 17, 2018, Dr. Amit Tripathi was elected and Eng Wah Kung resigned as a director and an officer. In connection with the resignation of Mr. Kung, Dr. Tripathi was appointed as our Chief Executive Officer and Director.

Mr. Kung’s resignation was not the result of any disagreements with the operations, policies or practices of our company.

Dr. Amit Tripathi, age 50, President, Chief Executive Officer, Secretary and Director

Dr. Tripathi is an exploration manager with technical specialization in structural geology, working with both private and public companies in the past. His professional experience covers successful exploration of gold, copper, diamond, iron ore, tantalite, and uranium. Dr. Tripathi has managed successful exploration projects from reconnaissance to resource evaluation stages in a variety of different occurrences including porphyry and lode gold; kimberlite and alluvial diamonds; enriched BIF, ironstones and lateritic iron ore; alluvial tantalite; sandstone hosted Uranium.

No family relationships exist between Dr. Tripathi and any of our other directors or executive officers. There are no arrangements between Dr. Tripathi and any other person pursuant to which Dr. Tripathi was nominated as a director, nor are there any transactions to which our company is or was a participant and in which Dr. Tripathi has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Effective January 18, 2020, Xinda International Corp. (“XNDA” or the “Company”) (OTCPNK: XNDA) entered into an asset purchase agreement with Tribal Rides, Inc., a private U.S. based company (“Tribal Rides”), to acquire a digital transportation enablement and enhancement platform (the “Platform”) which provides fully automated dispatching and bookings management built for taxi companies, limousine companies and ride-sharing service providers (the “Agreement”). The Platform gives customers an app based experience while the acquired cloud-based Platform, provides service providers a range of functions which include customer booking, accounts management, driver tracking, real-time notifications, auto dispatching algorithms, accounting and settlements, corporate account management as well as providing reporting and analytics. The Platform has also shown to have a direct application in the B2B space in providing corporations with a more efficient taxi chit solution to combat fraud and excessive administration costs.

In exchange for the acquisition of the Platform from Tribal Rides, the Company will be providing as consideration the equivalent of approximately eighty-three percent (83%) of the issued and outstanding non-registered shares in the common stock of the Company.

Joe Grimes is the President, Chief Executive Officer, Secretary and Director of Tribal Rides. No family relationships exist between Joe Grimes and any of our other directors or executive officers. There are no arrangements between Joe Grimes and any other person pursuant to which Joe Grimes was nominated as a director, nor are there any transactions to which our company is or was a participant and in which Dr. Tripathi has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Results of Operation for the Three and Three Months Ended March 31, 2020 and 2019

Capital and Sources of Liquidity

General and administrative expenses

General and administrative expenses were $0 for the three months ended March 31, 2020, compared $600 for the three months ended March 31, 2019, a decrease of $600.

Net loss

Net loss for the three months ended March 31, 2020 was $0. For the three months ended March 31, 2019 was $600, the Company recorded net loss of 600.

LIQUIDITY AND CAPITAL RESOURCES

We believe that our existing sources of liquidity will not be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve months.

The following table summarizes total assets, accumulated deficit, stockholders' deficit and working capital at March 31, 2020 and December 31, 2019.

Net cash used in operating activities was $0 during the three months ended March 31, 2020, following the resulting no revenue being produced the three months ended March 31, 2019.

Satisfaction of Our Cash Obligations for the Next Twelve Months

Our plan for satisfying our cash requirements for the next twelve months is through generating revenue from provide end to end HR services including recruitment, executive search, campus recruitment, training and a complete range of HR outsourcing solutions.

Inflation

The rate of inflation has had little impact on the Company's results of operations and is not expected to have a significant impact on the continuing operations.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout management's Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position and result of operations.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

This item is not applicable as we are currently considered a smaller reporting company.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (SEC) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Disclosure Controls

In designing and evaluating the Company's disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, Company management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions

Evaluation of Disclosure Controls and Procedures

Our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a- 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on the evaluation, the CEO and CFO concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our Chief Financial Officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:

We plan to rectify these weaknesses by implementing an independent board of directors.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2020 that have materially affected or are reasonably likely to materially affect, such controls.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material pending legal proceedings to which our company or subsidiary is a party or of which any of their property is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any director, officer or affiliate of our company, or any registered or beneficial stockholder of our company, or any associate of any such director, officer, affiliate, or stockholder is a party adverse to our company or subsidiary or has a material interest adverse to our company or subsidiary.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

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.