GIVEMEPOWER CORPORAT

GMPW
Delayed Quote. Delayed  - 05/14 03:59:21 pm
0.4299USD -1.15%

GIVEMEPOWER : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

04/14/2021 | 12:07pm

Our Management's Discussion and Analysis of Financial Condition and Results of
Operations section discusses our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America
. The preparation of these financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an on-going basis,
management evaluates its estimates and judgments, including those related to
revenue recognition, accrued expenses, financing operations, and contingencies
and litigation. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions. The most significant accounting estimates
inherent in the preparation of our financial statements include estimates as to
the appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources.



You should read the following description of our financial condition and results
of operations in conjunction with the financial statements and accompanying
notes included in this annual report beginning on page F-1.



This section includes a number of forward-looking statements that reflect our
current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like
"believe," "expect," "estimate," "anticipate," "intend," "project" and similar
expressions, or words which, by their nature, refer to future events. You
should not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our predictions.






Business Overview




GiveMePower Corporation operates and manages a portfolio of real estate and
financial services assets and operations to empower black persons in the United
States
through financial tools and resources. Givemepower is primarily focused
on: (1) creating and empowering local black businesses in urban America; and (2)
creating real estate properties and businesses in opportunity zones and other
distressed neighborhood across America. This Offering represents the
commencement of the Banking and financial services division of our business.
This Offering will enable GMPW to become a financial technology company (FINTEC)
business that (1) one-to-four branch federally licensed bank in each
jurisdiction, (2) a machine learning (ML) and artificial intelligence (AI)
enabled loan and insurance underwriting platform, (3) blockchain-powered
transaction processing and payment systems, (4) cryptocurrency transaction
processing platform, and (5) emerging cryptocurrency opportunities portfolio;
giving access to the unbanked, underserved residents of majorly black
communities across the United State. This is the fulfillment of mission of
operating and managing a portfolio of real estate and financial services assets
and operations to empower black persons in the United States through financial
tools and resources, with a primary focused on: (1) creating and empowering
local black businesses in urban America; and (2) creating real estate properties
and businesses in opportunity zones and other distressed neighborhood across
America. Our FINTEC operations would cover the basic areas of traditional
banking-digitally enhance, MLand Ai enabled lending and insurance underwriting,
areas of private equity, business lending and venture capital that invest in
young black entrepreneurs, and seeding their viable business plans/ideas on
block-chain-powered financial services delivery platform that connects, black
entrepreneurs, black borrowers, consumers, banks, and institutional investors.
Our real estate division invests in Opportunity Zones, Affordable Housing, and
specialized real estate properties.



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Corporate History




GiveMePower Corporation (the "PubCo" or "Company"), a Nevada corporation, was
incorporated on June 7, 2001 to sell software geared to end users and developers
involved in the design, manufacture, and construction of engineered products
located in Canada and the United States. GiveMePower was originally incorporated
in Alberta, Canada as GiveMePower.com Inc. on April 18, 2000, to sell software
and web-based services geared to businesses involved in the design, manufacture,
and construction of engineered products throughout North America. Effective
September 15, 2000, the Company amended its Articles of Incorporation to change
its corporate name to GiveMePower Inc. The founder of the Company began the
implementation of this business plan under his 100%-owned private company,
Sundance Marketing International Inc. (Sundance). Sundance has been in existence
since 1991 and at one time was a market leader in the distribution of survey,
mapping and infrastructure design software in the Canadian marketplace. On April
15, 1999
, Mr. Walton entered into a license agreement with Felix Computer Aided
Technologies GmbH
(Felix) for the exclusive rights to distribute FCAD software
in North America.



On December 20, 2000, the Company entered into a Plan and Agreement of
Reorganization to undertake a reverse merger with a National Quotation Bureau
public company called TelNet World Communications, Inc. (TelNet). TelNet was
originally incorporated in the State of Utah on March 10, 1972 as Tropic
Industries, Inc.
(Tropic). Tropic became United Datacopy, Incorporated on
February 24, 1987 which became Pen International, Inc. on March 21, 1994 and
then TelNet World Communications, Inc. on March 4, 1998. TelNet had no
operations nor any working capital when the Company entered into the reverse
merger with it. GMP acquired the rights, title and interest to the domain name,
givemepower.com from Sundance on February 16, 2001. In addition, Sundance
agreed to assign its existing customer base to GMP and further agreed that it
would terminate its license agreement with Felix immediately upon GMP securing
its own agreement with Felix. GMP renegotiated the exclusive rights to
co-develop, re-brand and distribute FCAD software in North America effective
February 16, 2001. Effective July 5, 2001 the Company changed the name of
TelNet to GiveMePower Corporation and changed the domicile from Utah to Nevada.



The PubCo has been dormant and non-operating since year 2009. PubCo is a public
reporting company registered with the Securities Exchange Commissioner ("SEC").
In November 2009, the Company filed Form 15D, Suspension of Duty to Report, and
as a result, the Company was not required to file any SEC forms since November
2009
.



On December 31, 2019, PubCo sold one Special 2019 series A preferred share
("Series A Share") for $38,000 to Goldstein Franklin, Inc. ("Goldstein"), a
California corporation. One Series A Share is convertible to 100,000,000 shares
of common stocks at any time. The Series A Share also provided with 60% voting
rights of the PubCo. On the same day, Goldstein sold one-member unit of
Alpharidge Capital, LLC ("Alpharidge"), a California limited liability
corporation, representing 100% member owner of Alpharidge. As a result,
Alpharidge become a wholly owned subsidiary of PubCo as of December 31, 2019.



The Company's operating structure did not change as a result of the change of
control, however, following the transaction on December 31, 2019, in which
Goldstein Franklin, Inc. acquired control of the Company, Goldstein transferred
one of its operating subsidiaries, Alpharidge Capital LLC into GMPW to become
one of the Company's operating subsidiaries. As the result of above transaction,
Alpharidge Capital LLC became the Company's wholly owned operating subsidiary of
the Company.



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Alpharidge Capital LLC ("Alpharidge") was formed under the laws of the State of
California
on August 30, 2019. Alpharidge has two distinct lines of businesses
that comprise: (1) a specialty biopharmaceutical holding company focused on
building portfolio of real estate investment properties and equity positions in
select companies within select industries; and (2) an event-driven investment
management operation that invests in equities, warrants, bonds and options of
public and private companies in America and across the globe.



On September 16, 2020, as part of its sales of unregistered securities to Kid
Castle Educational Corporation, company related to, and controlled by GMPW
President and CEO, the Company, for $3 in cash and 1,000,000 shares of its
preferred stock, acquired 100% interest in, and control of Community Economic
Development Capital, LLC
("CED Capital"), a California Limited Liability
Company
, and 97% of the issued and outstanding shares of Cannabinoid
Biosciences, Inc.
("CBDX"), a California corporation. This transaction was
accounted for under the Consolidation Method using the variable interest entity
(VIE) model wherein the Company consolidates all investees operating results if
the Company expects to assume more than 50% of another entity's expected losses
or gains. The 1,000,000 shares of our preferred stock sold to Kid Castle
Educational Corporation gave to Kid Castle, approximately 87% voting control of
Givemepower Corporation.



The consolidated financial statements of the Company therefore include its
wholly owned subsidiaries of Alpharidge Capital LLC. ("Alpharidge"), Community
Economic Development Capital, LLC
. ("CED Capital"), and Cannabinoid Biosciences,
Inc.
("CBDX"), and subsidiaries, in which GiveMePower has a controlling voting
interest and entities consolidated under the variable interest entities ("VIE")
provisions of ASC 810, "Consolidation" ("ASC 810"), after elimination of
intercompany transactions and accounts.



Current Business and Organization - Alpharidge



The Company, through its three wholly owned subsidiaries, Alpharidge Capital,
LLC
("Alpharidge"), Malcom Wingate Cush Franklin LLC ("MWCF"), and Opportunity
Zone Capital LLC
("OZC"), seeks to empower black persons in the United States
through financial tools and resources as follows:



† Alpharidge and OZC Real estate operations - Real estate operations would
consist primarily of rental real estate, affordable housing projects,
opportunity zones, other property development and associated HOA activities. OZC
development operations would be primarily through a real estate investment,
management and development subsidiary that focuses primarily on the construction
and sale of single-family and multi-family homes, lots in subdivisions and
planned communities, and raw land for residential development; and



† MWCF financial empowerment - MWCF would utilize operate the tools of
financial education/training, mergers and acquisitions, private equity and
business lending to invest and empower young black entrepreneurs, seeding their
viable business plans and ideas and creating jobs in their communities. MWCF is
primarily focused on: (1) creating and empowering local black businesses in
urban America; and (2) creating real estate in opportunity zones and other
distressed neighborhood across America.



† Cash Management, Opportunistic and Event-Driven Investments: The Company
keeps no more than 10% of its total assets in liquid cash or investments
portfolio, which is actively managed by its directors and officers and invest
primarily in equity investments on a long and short basis. The Company's cash
management policy which requires that the Company actively invests its excess
cash into stocks, bonds and other securities is intended to provide the company
greater levels of liquidity and current income. The Company uses proprietary
trading models to capitalize on real-time market anomalies and generate ongoing
income in the forms similar to hedge funds. Where necessary, the Company uses
seeded entities to pursue real-time market transactions in publicly traded
securities including but not limited to stocks, bonds, options, futures, forex,
warrants, and other instruments.



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Current Business and Organization - CED Capital



Community Economic Development Capital, LLC. ("CED Capital"), a California
limited liability company, is a specialty real estate holding company for
specialized assets including, affordable housing, opportunity zones properties,
industrial and commercial real estate, and other real estate related services.
CED Capital principal business objective is to maximize returns through a
combination of (1) generating good profit while making substantial social
impact, (2) sustainable long-term growth in cash flows from increased rents, and
(3) potential long-term appreciation in the value of its properties from capital
gains upon future sale. The Company is engaged primarily in the ownership,
operation, management, acquisition, development and redevelopment of
predominantly multifamily housing and specialized industrial properties in the
United States
. Additionally, its specialized industrial property strategy is to
acquire and own a portfolio of specialized industrial properties, including
multifamily properties. This strategy includes the following components:






? Owning Specialized Real Estate Properties and Assets for Income. The
Company intends to acquire multifamily housings, economic development
real estates and multifamily properties. The Company expects to hold
acquired properties for investment and to generate stable and increasing
rental income from leasing these properties to licensed growers.




? Owning Specialized Real Estate Properties and Assets for
Appreciation. The Company intends to lease its acquired properties under
long-term, triple-net leases. However, from time to time, the Company may
elect to sell one or more properties if the Company believes it to be in
the best interests of its stockholders. Accordingly, the Company will
seek to acquire properties that it believes also have potential for
long-term appreciation in value.






? Affordable Housing. Its motto is: "acquiring distressed/troubled
properties, securing generous government subsidies, empowering low-income
families, and generating above-market returns to investors."
? Preserving Financial Flexibility on the Company's Balance Sheet. The
Company intends to focus on maintaining a conservative capital structure,
in order to provide us flexibility in financing its growth initiatives.





Current Business and Organization - CBDX



Cannabinoid Biosciences, Inc. ("CBDZ"), a California corporation was
incorporated on May 6, 2014, to operate as a biotechnology and specialty
pharmaceutical holding company that engages in the discovery, development, and
commercialization of cures and novel therapeutics from cannabinoid, cannabidiol,
endocannabinoids, phytocannabinoids, and synthetic cannabinoids product platform
suitable for specific treatments in a broad range of disease areas. CBDZ engages
in biopharmaceutical research and development operation with aim of identifying
viable drug candidates to go into clinical trials and if successful, be
submitted to the FDA for approval.



BlackBank, Blockchain-Powered Fintech, Ai and ML Enabled Lending, and
CryptoCurrency Deals



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The Company intends to actualize its banking and financial services operations
goals through acquisition and management of (1) a one-to-four branch bank that
is federally licensed in each jurisdiction; (2) a machine learning (ML) and
artificial intelligence (Ai) enabled loan and insurance underwriting platform;
(3) blockchain-powered transaction processing and payment systems; (4)
cryptocurrency transaction processing platform; and (5) emerging cryptocurrency
opportunities portfolio; a combination of three of which would connects
consumers, banks, institutional investors, and ensure access to the unbanked and
underserved residents of majorly black communities across the United State of
America.






(1) BlackBank - Proposed Federally licensed one-four branch bank




Jurisdictionally, GMPW intend to acquire and manage one-four branch bank in each
of its relevant jurisdictional domain. Owning/controlling a bank or banks with
branches across every urban/black neighborhood in the United States is not our
goal. Rather we would be content to own a one-four branch bank in every
relevant jurisdiction to allow us to initiate/conduct ML-Ai enabled and
blockchain-powered digitized banking that is accessible to all black person and
businesses across the United States. We intend to start our banking acquisition
by finding targets that operates one-four branches. We intend to start with the
acquisition of one-four branch bank, whose operation and back-office would be
migrated unto a Blockchain-powered platform to digitize its entire banking
operation to cover and serve all black persons in the United States. We believe
that blockchain technology is one of the most suited platform to implement, run
and manage a U.S. wide digitized banking services whose reach encompasses most
black persons living in the United States.



(2) Machine-Learning and Ai (AI) Enabled Lending and Insurance Underwriting
Platform



Once it has raised sufficient capital (proposed $10 million offering), the
Company intends to launch the Company's cloud-based machine learning and
artificial intelligence lending platform. It is our believe that
Machine-Learning (ML) and Artificial intelligence (AI), lending and insurance
underwriting platform would enable a superior loan product with improved
economics that can be shared between consumers and lenders. The proposed
platform would aggregate consumer demand for high-quality loans and connects it
to our soon-to-be-build network of ML-AI-enabled investors, lenders and bank
partners. Consumers on the ML-AI platform would benefit from a highly automated,
efficient, all-digital experience. Our prospective bank partners would benefit
from access to new customers, lower fraud and loss rates, and increased
automation throughout the lending process.



Credit is a cornerstone of the U.S. economy, and access to affordable credit is
central to unlocking upward mobility and opportunity. The FICO score was
invented in 1989 and remains the standard for determining who is approved for
credit and at what interest rate. (Rob Kaufman, myFico Blog: The History of the
FICO Score, August 2018). While FICO is rarely the only input in a lending
decision, most banks use simple, rules-based systems that consider only a
limited number of variables. Unfortunately, because legacy credit systems fail
to properly identify and quantify risk, millions of creditworthy individuals are
left out of the system, and millions more pay too much to borrow money.
(Patrice Ficklin and Paul Watkins, Consumer Financial Protection Bureau Blog: An
Update on Credit Access and the Bureau's First No-Action Letter, August 2019).



The first generation of online lenders focused on bringing credit online.
Analogous to earlier internet pioneers, these companies made shopping for and
accessing credit simpler and easier for consumers and businesses. It was no
longer necessary to stand in line at a bank branch, to sit across the desk from
a loan officer and to wait weeks or months for a decision. These lenders enabled
the emergence of personal loan products that were previously unprofitable for
banks to offer. While they brought the credit process online, they inherited the
decision frameworks that banks had used for decades and did not address the more
rewarding and challenging opportunity of reinventing the credit decision.



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GMPW intend to leverage the power of AI to more accurately quantify the true
risk of a loan. The ML- AI models would be built to continuously self-upgrade,
train and refine many critical components of lending risk analytics and
decision-making on a real-time basis. We intend to build discrete ML- AI models
that target fee optimization, income fraud, acquisition targeting, loan
stacking, prepayment prediction, identity fraud and time-delimited default
prediction. These models would be designed to incorporate multiple lending
underwriting variables and utilize training dataset that accounts for varieties
of repayment events. It is also anticipated that the network effects generated
by constantly improving ML- AI models would provide a significant competitive
advantage-and more training data would lead to higher approval rates and lower
interest rates at the same loss rate



(3) Blockchain-Powered Digital Currency Payment and Financial Transactions
Processing platform ("Blackchain")



The Company intends to acquire an existing, or build-from-the-scratch, a
Blockchain-Powered Digital Currency Payment and Financial Transactions
Processing platform ("Blackchain"), with home in the BlackBank alongside the
ML-AI lending platform. Blockchain-powered Payment and Financial Transactions
Processing platform would also provide efficient and inexpensive payment
platform and merchant services to black businesses across the United States.



The company would establish an exchange network called Blackchain Exchange
Network ("BEN"), a Payment and Financial Transactions Processing platform, would
be a wholly-owned subsidiary, the BlackBank. We believe Blackchain would be a
leading provider of innovative financial infrastructure solutions and services
to participants in the nascent and expanding digital currency industry.
Blackchain business strategy is floating a Blackchain Exchange Network, or BEN,
a virtually instantaneous payment network for participants in the digital
currency industry which would serve as a platform for the development of
additional products and services. The BEN would have a network effect that would
make it valuable as participants and utilization increase, leading to good
growth in BEN transaction volumes. The BEN would enable the BlackBank to
prioritize, build and significantly grow noninterest bearing deposit product for
digital currency industry participants, which is expected to provide the
majority of our bank funding in the next two years from finalizing acquisition.
This unique source of funding would be a distinctive advantage over most
traditional financial institutions and allows BlackBank to generate revenue from
a conservative portfolio of investments in cash, short term securities and ML-Ai
enabled loans that we believe generate attractive risk-adjusted returns. In
addition, use of the BEN would result in an increase in noninterest income that
we believe will become a valuable source of additional future revenue as we
develop and deploy blockchain-powered, fee-based solutions in connection with
our digital currency initiative. We would also evaluate additional products or
product enhancements specifically targeted at providing further financial
infrastructure solutions to our customers and strengthening BEN network effects.



Blackchain Business Overview



Once acquired, the Federally licensed one-four branch bank would be such that is
already providing banking and financial services including commercial banking,
business lending, commercial and residential real estate lending and mortgage
warehouse lending, all funded primarily by interest bearing deposits and
borrowings. To that up and running banking and financial services operation, we
intend to insert a Blockchain-powered payment and transaction processing system
and digital currency platform. We intend to pursue digital currency customers
and bring them into the BlackBank to bank with us using digital currency. We
believe we could effectively leverage the traditional commercial bank platform,
the ML-Ai enabled lending platform and the attributes of the BEN to gain
traction in the digital currency banking industry.



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We intend to focus on the digital currency initiative as the core of our future
strategy and direction. We intend to build a leadership position in the digital
currency industry as a result of the BEN to enable us to establish a significant
balance of noninterest bearing deposits from digital currency customer base.
Over several post-acquisition years, BlackBank would have transitioned from a
traditional asset based bank model focused on loan generation to a deposit and
solutions based model focused on increasing noninterest bearing deposits and
noninterest income. This emphasis on noninterest bearing deposits and
noninterest income, is primarily associated with digital currency, will likely
result in a significant shift in BlackBank's asset composition with a greater
percentage consisting of liquid assets such as interest earning deposits in
other banks and investment securities, and a corresponding decrease in the
percentage of loans. Most of our actions would be focused on developing and
delivering highly scalable and operationally efficient solutions for BlackBank's
digital currency customers.



(4) Emerging Cryptocurrency Opportunities Portfolio



The emerging cryptocurrency opportunities portfolio is the wildcard of our
FINTEC business model. While the goals are clear, because it is a wildcard,
there is no outline on what to expect or how it should be run. GMPW needs these
flexibilities because many established companies are jumping into the
crypocurrency opportunities on a minutes notice. For example, in 2020,
Microstrategy decided to move their treasury into bitcoin as part of their cash
management strategy. Marathon Patent Group moved into cryptocurrency mining as
a business model. Overstock has been in cryptocurrency for a while. Square and
Paypal just joined the bandwagon of American companies that try to find and
exploit opportunities in the crypto currency industry without abandoning their
actual businesses. GMPW's emerging cryptocurrency opportunities portfolio would
not be different. The company would on an ongoing basis evaluate and consider
investments into potentially viable cryptocurrency opportunities anywhere.



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Results of Operations




For the year ended December 31, 2020 compared with the year ended December 31,
2019






Revenue




We are generating substantially all our revenue from sales of real estate
investment property and our proprietary trading operation. For the year ended
December 31, 2020, revenue from real estate sales was $1,205,000 and revenue
from proprietary trading was $423,136 for a total revenue of $1,628,136.



Compared to proprietary trading revenue of $464 for the fiscal year ended
December 31, 2019.






Cost of Revenues




Our cost of revenue is totally related to the cost of acquiring the real estate
investment property and the trading securities sold. Cost related to our real
estate investment property and the trading securities sold for the year December
31, 2020
were $1,179,827 and 374,691 respectively.






Operating Expenses




Operating expense for the year was $159,463. Operating expense consists of
costs related to the establishment of corporate governances; and costs
associated with our plans and preparations for a future potential capital raise.
These expenses also include the costs of conducting market research, attending
and/or participating in industry conferences and seminars, business development
activities, and professional fees, other general business outside consulting
activities. Operating expense also includes travel costs, for third-party
consultants, legal and accounting fees and other professional and administrative
costs.



We expect that our operating expenses will increase in the future as we add to
our personnel and expand our infrastructure to support the requirements of being
a public company.






Net Loss




Net Loss for the year was $82,980.








Related Party Transactions




The following individuals and entities have been identified as related parties
based on their affiliation with our CEO and director, Frank I Igwealor:






Frank I Igwealor



Goldstein Franklin, Inc.






The following amounts were owed to related parties, affiliated with the CEO and
Chairman of the Board, at the dates indicated:






31-Dec-20 31-Dec-19
Los Angeles Community Capital $ 540,524 $ -


(controlled by Frank I Igwealor)



Goldstein Franklin Inc (controlled by $ 63,632 $ 41,200
Frank I Igwealor)



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Liquidity and Capital Resources



As of December 31, 2020, we had $500 cash on hand. We anticipate that our cash
position is not sufficient to fund current operations. We have limited lending
relationships with commercial banks and are dependent upon the completion of one
or more financings or equity raises to fund our continuing operations. We
anticipate that we will seek additional capital through debt or equity
financings. While we are aggressively pursuing financing, there can be no
assurance that we will be successful in our capital raising efforts. Any
additional equity financing may result in substantial dilution to our
stockholders.



Since 2019, all of our operations have been financed through advances from a
company controlled by our president and CEO. As of December 31, 2020, the
company controlled by our president and CEO has loaned $604,156 to us, with no
formal commitments or arrangements to advance or loan any additional funds to us
in the future. We have not yet achieved significant profitability. We expect
that our general and administrative expenses will continue to increase and, as a
result, we will need to generate significant revenues to achieve significant
profitability. We may never achieve significant profitability.



The revenues, if any, generated from our operations or acquisitions may not be
sufficient to fund our operations or planned growth. We will require additional
capital to continue to operate our business, and to further expand our business.
Sources of additional capital through various financing transactions or
arrangements with third parties may include equity or debt financing, bank loans
or revolving credit facilities. We may not be successful in locating suitable
financing transactions in the time period required or at all, and we may not
obtain the capital we require by other means.



We will now be obligated to file annual, quarterly and current reports with the
SEC pursuant to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002
("Sarbanes-Oxley") and the rules subsequently implemented by the SEC and the
Public Company Accounting Oversight Board have imposed various requirements on
public companies, including requiring changes in corporate governance practices.
We expect these rules and regulations to increase our legal and financial
compliance costs and to make some activities of ours more time- consuming and
costly. In order to meet the needs to comply with the requirements of the
Securities Exchange Act, we will need investment of capital.



Management has determined that additional capital will be required in the form
of equity or debt securities. There is no assurance that management will be able
to raise capital on terms acceptable to the Company. If we are unable to obtain
sufficient amounts of additional capital, we may have to cease filing the
required reports and cease operations completely. If we obtain additional funds
by selling any of our equity securities or by issuing common stock to pay
current or future obligations, the percentage ownership of our shareholders will
be reduced, shareholders may experience additional dilution, or the equity
securities may have rights preferences or privileges senior to the common stock.



Off-Balance Sheet Arrangements



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



Recent Accounting Pronouncements



From time-to-time, new accounting pronouncements are issued by the Financial
Accounting Standards Board
or other standard setting bodies, relating to the
treatment and recording of certain accounting transactions. Unless otherwise
discussed herein, management of the Company has determined that these recent
accounting pronouncements will not have a material impact on the financial
position or results of operations of the Company.






Critical Accounting Policies




Critical Accounting Policies and Significant Judgments and Estimates



Our management's discussion and analysis of our financial condition and results
of operations is based on our financial statements which we have been prepared
in accordance with U.S. generally accepted accounting principles. In preparing
our financial statements, we are required to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.



Critical accounting estimates are estimates for which (a) the nature of the
estimate is material due to the levels of subjectivity and judgment necessary to
account for highly uncertain matters or the susceptibility of such matters to
change and (b) the impact of the estimate on financial condition or operating
performance is material.



These significant accounting estimates or assumptions bear the risk of change
due to the fact that there are uncertainties attached to these estimates or
assumptions, and certain estimates or assumptions are difficult to measure or
value.



Management bases its estimates on historical experience and on various
assumptions that are believed to be reasonable in relation to the financial
statements taken as a whole under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.



Management regularly evaluates the key factors and assumptions used to develop
the estimates utilizing currently available information, changes in facts and
circumstances, historical experience and reasonable assumptions. After such
evaluations, if deemed appropriate, those estimates are adjusted accordingly.



Actual results could differ from those estimates.



While our significant accounting policies are described in more detail in Note 2
of our annual financial statements included in this Annual Report, we believe
the following accounting policies to be critical to the judgments and estimates
used in the preparation of our financial statements:



Fair Value of Financial Instruments



The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for
valuing financial assets and liabilities measured on a recurring basis. Fair
value is defined as the exit price, or the amount that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between
market participants as of the measurement date. The guidance also establishes a
hierarchy for inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable inputs be used when available. Observable inputs are inputs
market participants would use in valuing the asset or liability and are
developed based on market data obtained from sources independent of the Company.
Unobservable inputs are inputs that reflect the Company's assumptions about the
factors market participants would use in valuing the asset or liability. The
guidance establishes three levels of inputs that may be used to measure fair
value:



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Level 1. Observable inputs such as quoted prices in active markets;



Level 2. Inputs, other than the quoted prices in active markets, that are
observable either directly or indirectly; and



Level 3. Unobservable inputs in which there is little or no market data, which
require the reporting entity to develop its own assumptions.



Financial assets are considered Level 3 when their fair values are determined
using pricing models, discounted cash flow methodologies or similar techniques
and at least one significant model assumption or input is unobservable.



The fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. If the inputs used to measure the
financial assets and liabilities fall within more than one level described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.



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.






Stock-Based Compensation




We measure the cost of services received in exchange for an award of equity
instruments based on the fair value of the award. For employees and directors,
the fair value of the award is measured on the grant date and for non-employees,
the fair value of the award is generally re-measured on vesting dates and
interim financial reporting dates until the service period is complete. The fair
value amount is then recognized over the period during which services are
required to be provided in exchange for the award, usually the vesting period.
Stock-based compensation expense is recorded by us in the same expense
classifications in the consolidated statements of operations, as if such amounts
were paid in cash.



Deferred Tax Assets and Income Taxes Provision



The Company adopted the provisions of paragraph 740-10-25-13 of the FASB
Accounting Standards Codification. Paragraph 740-10-25-13 which addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under paragraph
740-10-25-13, the Company may recognize the tax benefit from an uncertain tax
position only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being realized upon ultimate
settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition,
classification, interest and penalties on income taxes, accounting in interim
periods and requires increased disclosures. The Company had no material
adjustments to its liabilities for unrecognized income tax benefits according to
the provisions of paragraph 740-10-25-13.



--------------------------------------------------------------------------------



The estimated future tax effects of temporary differences between the tax basis
of assets and liabilities are reported in the accompanying balance sheets, as
well as tax credit carry-backs and carry-forwards. The Company periodically
reviews the recoverability of deferred tax assets recorded on its balance sheets
and provides valuation allowances as management deems necessary.



Management makes judgments as to the interpretation of the tax laws that might
be challenged upon an audit and cause changes to previous estimates of tax
liability. In addition, the Company operates within multiple taxing
jurisdictions and is subject to audit in these jurisdictions. In management's
opinion, adequate provisions for income taxes have been made for all years. If
actual taxable income by tax jurisdiction varies from estimates, additional
allowances or reversals of reserves may be necessary.



Management assumes that the realization of the Company's net deferred tax assets
resulting from its net operating loss ("NOL") carry-forwards for Federal income
tax purposes that may be offset against future taxable income was not considered
more likely than not and accordingly, the potential tax benefits of the net loss
carry-forwards are offset by a full valuation allowance. Management made this
assumption based on (a) the Company has incurred recurring losses and presently
has no revenue-producing business; (b) general economic conditions; and, (c) its
ability to raise additional funds to support its daily operations by way of a
public or private offering, among other factors.






Seasonality




Although our operating history is limited, we do not consider our business to be
seasonal.






Commercial Real Property




As at December 31, 2020, the Company has no commercial real estate.






Line of Credit




As at December 31, 2020, we have on our book $63,632 classified as long-term
debt. This debt is from an interest-free line of credit from a related party.

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