10-Q 1 UNSS-Q2-2020-10-Q.txt TXT - UNSS-Q2-2020-10-Q Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Universal Solar Technology, Inc. 11811 North Freeway, Suite 500 Houston, Texas 77060 _______________________ _________ 1- 832-229-7046 www.universalsolartechnolog y,com paul.landrew@universalsolar technology.com SIC: 3433 Quarterly Report For the Period Ending: June 30, 2020 (the "Reporting Period") As of 06/30/2020 the number of shares outstanding of our Common Stock was: 600,549,974 As of 03/31/2020 the number of shares outstanding of our Common Stock was: 600,549,974 As of 12/31/2019 the number of shares outstanding of our Common Stock was: 600,549,974 Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934): Yes: ? No: ? Indicate by check mark whether the company's shell status has changed since the previous reporting period: Yes: ? No: ? Indicate by check mark whether a Change in Control of the company has occurred over this reporting period: Yes: ? No: ? 1) Name of the issuer and its predecessors (if any) In answering this item, please also provide any names used by predecessor entities and the dates of the name changes. Universal Solar Technology, Inc. Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive): The company was incorporated in the State of Nevada on July 24, 2007 and is currently active with the State. Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years? Yes: ? No: ? If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below: N/A 2) Security Information Trading symbol: UNSS Exact title and class of securities outstanding: Common CUSIP: 913836102 Par or stated value: $.0001 Total shares authorized: 2,500,000,000 as of date: 06/30/20 Total shares outstanding: 600,549,974 as of date: 06/30/20 Number of shares in the Public Float : 52,579,974 as of date: 06/30/20 Total number of shareholders of record: 60 as of date: 06/30/20 All additional class(es) of publicly traded securities (if any): Trading symbol: N/A Exact title and class of securities outstanding: CUSIP: Par or stated value: Total shares authorized: as of date: Total shares outstanding: as of date: Transfer Agent Name: V Stock Transfer, LLC Phone: 212-828-8436 Email: [email protected] Is the Transfer Agent registered under the Exchange Act? Yes: ? No: ? Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors: None List any stock split, stock dividend, recapitalization, merger, acquisition, spin- off, or reorganization either currently anticipated or that occurred within the past 12 months: None 3) Issuance History The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period. Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events. A. Changes to the Number of Outstanding Shares Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ? Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date 12/31/19 Common: 600,549,974 Preferred: N/A *Right-click the rows below and select "Insert" to add rows as needed. Date of Transaction Transaction type (e.g. new issuance, cancellation, shares returned to treasury) Number of Shares Issued (or cancelled) Class of Securities Value of shares issued ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuance? (Yes/No) Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided Restricted or Unrestricted as of this filing. Exemption or Registration Type. 01/25/2018 Issuance 20000000 Common N/A No Stephani L. Bankett Officer Restricted Section 4(a)(2) 01/25/2018 Issuance 200000000 Common N/A No Darrell A Calloway Officer Restricted Section 4(a)(2) 01/25/2018 Issuance 20000000 Common N/A No Elbert Hamilton Officer Restricted Section 4(a)(2) 01/25/2018 Issuance 200000000 Common N/A No Paul D Landrew Officer Restricted Section 4(a)(2) 01/25/2018 Issuance 30000000 Common N/A No Tracy Wilkerson Officer Restricted Section 4(a)(2) 01/262018 Issuance 1195880 Common N/A No Cede & CO Restricted Section 4(a)(2) 04/25/2018 Cancellation 200000000 Common N/A No Darrell A. Calloway Officer Restricted Section 4(a)(2) 04/25/2018 Cancellation 200000000 Common N/A No Paul D Landrew Officer Restricted Section 4(a)(2) 04/27/2018 Issuance 5000000 Common N/A No Marilyn R Haynes Gift Restricted Section 4(a)(2) 04/27/2018 Issuance 25000000 Common N/A No Caleb J Landrew Gift Restricted Section 4(a)(2) 04/27/2018 Issuance 25000000 Common N/A No Corbin J Landrew Gift Restricted Section 4(a)(2) 04/27/2018 Issuance 25000000 Common N/A No Kimberly R Landrew Gift Restricted Section 4(a)(2) 04/27/2018 Issuance 50000000 Common N/A No Paul D; Landrew Officer Restricted Section 4(a)(2) 04/27/2018 Issuance 25000000 Common N/A No LaTeisha J Landrew Gift Restricted Section 4(a)(2) 04/27/2018 Issuance 25000000 Common N/A No Johnny Smith Gift Restricted Section 4(a)(2) 04/27/2018 Issuance 10000000 Common N/A No Wayne Nobles Gift Restricted Section 4(a)(2) 04/27/2018 Issuance 10000000 Common N/A No St Stephen Baptist Church - Ernest Schell Control Person Gift Restricted Section 4(a)(2) 05/22/2018 Issuance 160000000 Common N/A No Darrell A Calloway Officer Restricted Section 4(a)(2) 05/22/2018 Issuance 20000000 Common N/A No John Stokes Gift Restricted Section 4(a)(2) 05/22/2018 Issuance 20000000 Common N/A No Austin A Smith Gift Restricted Section 4(a)(2) 08/03/2018 Cancellation 30000000 Common N/A No Tracy Wilkerson Officer Restricted Section 4(a)(2) 08/03/2018 Issuance 28800000 Common N/A No Tracy Wilkerson Officer Restricted Section 4(a)(2) 08/03/2018 Issuance 200000 Common N/A No Skyler Wilkerson Gift Restricted Section 4(a)(2) 08/03/2018 Issuance 200000 Common N/A No Tanesia C Wilkerson Gift Restricted Section 4(a)(2) 08/03/2018 Issuance 200000 Common N/A No Traci S Wilkerson Gift Restricted Section 4(a)(2) 08/03/2018 Issuance 200000 Common N/A No Trenton S Wilkerson Gift Restricted Section 4(a)(2) 08/03/2018 Issuance 200000 Common N/A No Tanesia C / C/F Tristyn S Wilkerson Gift Restricted Section 4(a)(2) 08/03/2018 Issuance 200000 Common N/A No Tanesia C / C/F Tia S Wilkerson Gift Restricted Section 4(a)(2) 08/10/2018 Issuance 2000000 Common N/A No Tamiko L Brock Employee Restricted Section 4(a)(2) 08/10/2018 Issuance 85000 Common N/A No Freddie Hackney III Gift Restricted Section 4(a)(2) 08/10/2018 Issuance 85000 Common N/A No Tyrone Hackney Gift Restricted Section 4(a)(2) 08/10/2018 Issuance 85000 Common N/A No Nicholas Jefferson Gift Restricted Section 4(a)(2) 08/10/2018 Issuance 160000 Common N/A No Ricky Plair Gift Restricted Section 4(a)(2) 08/10/2018 Issuance 5450000 Common N/A No Stock Vest - Art Brent Control Person Services - Public Relations Restricted Section 4(a)(2) Shares Outstanding on Date of This Report: Ending Balance Ending Balance: Date 06/30/20 Common: 600,549,974 Preferred: N/A Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2019, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2017 through September 30, 2019 pursuant to the tabular format above. Use the space below to provide any additional details, including footnotes to the table above: B. Debt Securities, Including Promissory and Convertible Notes Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities. Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ? Date of Note Issuance Outstanding Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity Date Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) Name of Noteholder (entities must have individual with voting / investment control disclosed). Reason for Issuance (e.g. Loan, Services, etc.) 12/03/2016 $20,000 $25,000 N/A Stated in note relative to the dismissal of court case in Nevada - A-16- 74115-C "At any time before the Maturity Date, Maker shall have the right but not the obligation, to cause the Holder to convert this Note into Common Stock of the Maker or any security convertible into Common Stock of the Maker (the "Conversion Shares"), based on a conversion price equal to the lesser (1) the average price at which the Maker sells its Common Stock during the sixty (60) days prior to the conversion or (ii) the par value of the Maker's Common Stock (the "Conversion Price") The Arminda Group - Tamiko Plair Control Person Loan Use the space below to provide any additional details, including footnotes to the table above: 4) Financial Statements A. The following financial statements were prepared in accordance with: ? U.S. GAAP ? IFRS B. The financial statements for this reporting period were prepared by (name of individual) : Name: J. Anthony Barr, CPA, Esq. Title: CPA Relationship to Issuer: Professional Services Provider Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods. C. Balance sheet. D. Statement of income. E. Statement of cash flows. F. Statement of Changes in Shareholders' Equity G. Financial notes; and H. Audit letter, if audited You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. ("Annual Report," "Quarterly Report" or "Interim Report"). If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document. The 2020 Second Quarter Financial Statements are included in this disclosure. Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date. 5) Issuer's Business, Products and Services The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following: A. Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations") No Operations B. Describe any subsidiaries, parents, or affiliated companies, if applicable, and a description of such entity's business, contact information for the business, officers, directors, managers or control persons. Subsidiary information may be included by reference The Arminda Group, LLC is the parent company of Universal Solar Technology, Inc. C. Describe the issuers' principal products or services, and their markets N/A 6) Issuer's Facilities The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer. In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership. If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases. Office Space at 11811 North Freeway, Suite 500, Houston, Texas 77060. Six-month term with option if needed. 7) Officers, Directors, and Control Persons The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders. Using the tabular format below, please provide information, as of the period end date of this report, regarding any person or entity owning 5% of more of any class of the issuer's securities, as well as any officer, and any director of the company, regardless of the number of shares they own. If any listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information of an individual representing the corporation or entity in the note section. Name of Officer/Director or Control Person Affiliation with Company (e.g. Officer/Director/Owner of more than 5%) Residential Address (City / State Only) Number of shares owned Share type/class Ownership Percentage of Class Outstanding Note Paul D Landrew Officer Houston, Texas 50000000 Common 8% ------------------ Darrell A Calloway Officer Houston, Texas 160000000 Common 26.6% ------------------ The Arminda Group, LLC - Tamiko Plair Control Person Parent Company Houston, Texas 200000000 Common 33.3% These are the shares associated with the Note currently held by The Arminda Group, LLC 8) Legal/Disciplinary History A. Please identify whether any of the persons listed above have, in the past 10 years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); None 2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person's involvement in any type of business, securities, commodities, or banking activities; None 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or None 4. The entry of an order by a self-regulatory o rganization that permanently or temporarily barred, suspended, or otherwise limited such person's involvement in any type of business or securities activities. None B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities. None 9) Third Party Providers Please provide the name, address, telephone number and email address of each of the following outside providers: Securities Counsel Name: Andrew Coldicutt Firm: The Law Offices of Andrew Coldicutt Address 1: 1220 Rosecrans Street, PMB 258 Address 2: San Diego, CA 92106 Phone: 619-228-4970 Email: [email protected] Accountant or Auditor Name: J. Anthony Barr, CPA, Esq. Firm: Barr Law and CPA Firm Address 1: 11811 North Freeway, Suite 500 Address 2: Houston, Texas 77060 Phone: 713-836-9601 Email: [email protected] Investor Relations Name: Firm: Address 1: Address 2: Phone: Email: Other Service Providers Provide the name of any other service provider(s) that that assisted, advised, prepared or provided information with respect to this disclosure statement. This includes counsel, advisor(s) or consultant(s) or provided assistance or services to the issuer during the reporting period. Name: Firm: Nature of Services: Address 1: Address 2: Phone: Email: Name: Firm: Nature of Services: Address 1: Address 2: Phone: Email: 10) Issuer Certification Principal Executive Officer: The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities). The certifications shall follow the format below: I, Paul D. Landrew certify that: 1. I have reviewed this Annual Disclosure Statement of Universal Solar Technology, Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 09/16/20 /s/Paul D. Landrew [CEO's Signature] (Digital Signatures should appear as "/s/ [OFFICER NAME]") Principal Financial Officer: I, Paul D. Landrew certify that: 1. I have reviewed this Annual Disclosure Statement of Universal Solar Technology, Inc. 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, a nd for, the periods presented in this disclosure statement. 09/16/20 /s/Paul D. Landrew [CFO's Signature] (Digital Signatures should appear as "/s/ [OFFICER NAME]") Universal Solar Technology, Inc. Balance Sheet (unaudited) Quarter Ending June 30, 2020 Assets Quarter ended June 30, 2020 $ Current assets Cash 86 Total Current Assets 86 Fixed assets 27,871 Accumulated Depreciation (19,510) Total assets 8,447 Current Liabilities Accrued Lease Liability 18,340 Long Term Liability Loan Payable 19,050 Total Liabilities 37,390 Stockholder's Equity Common Stock ($0.0001 Par Value) authorized 2,500,000,000 shares; issued and outstanding - 547,970,000 restricted, 52,579,974 non-restricted and 600,549,974 shares 3,081 Additional Paid-In Capital 81,279 Retained Earnings (579,278) Opening Balance Equity (155,500) Owner's Contributions 626,562 Owner's Equity (2,260) Net Income (2,827) Total Equity (28,943) Total Liabilities and Stockholders' Equity 8,447 The accompanying notes are an integral part of these unaudited financial statements. Universal Solar Technology, Inc. Statement of Operations (unaudited) Quarter Ending June 30, 2020 Quarter ended June 30, 2020 $ Revenues - Total Revenue Cost of Goods Sold Gross Profit Operating Expenses Advertising & Marketing Charitable Contributions Contractors Dues & subscriptions Legal & Professional Services Office Supplies & Software Other Business Expenses 40 Rent & Lease Taxes & Licenses Travel Depreciation Expense 2,787 Total Expenses 2,827 Net Operating Loss (2,827) Net loss (2,827) The accompanying notes are an integral part of these unaudited financial statements. Universal Solar Technology, Inc Statements of Cash Flows (unaudited) Quarter Ending June 30, 2020 quarter ended June 30, 2020 $ Operating Activities Net loss (2,827) Depreciation 2,787 Adjustments to Net Income: Changes in Accounts Receivables Changes in Payables Total Adjustments to reconcile Net Income to Net Cash provided by operations: Total Cash Flow from Operating Activities (40) Investing Activities Financing Activities Additional Paid-In Capital (Common Stock) Common Stock ($0.0001 Par Value) Opening Balance Equity Owner's Contributions Retained Earnings Net cash provided by financing activities Net cash increase for period Cash at beginning of period 126 Cash at end of period 86 The accompanying notes are an integral part of these unaudited financial statements. Notes to Universal Solar Technology, Inc. Financial Statements (unaudited) for Period Ending June 30, 2020. Table of Contents NOTE 1. ORGANIZATION AND NATURE OF BUSINESS 15 Overview 15 NOTE 2. GOING CONCERN UNCERTAINTY 15 NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 15 Basis of Presentation 15 Basis of Measurement 15 Estimates and Assumptions 16 Other Business Expenses 16 Lease Expense & Accrued Lease Liability 16 NOTE 4. FIXED ASSETS 16 NOTE 5. LONG-TERM DEBT 16 NOTE 6. COMMITMENTS AND CONTINGENCIES 17 Legal Matters 17 NOTE 7. STOCKHOLDERS' EQUITY 17 Common Stock 17 NOTE 8. VARIABE INTEREST ENTITY 17 NOTE 9. EQUITY-BASED COMPENSATION 18 Restricted Stock 18 NOTE 10. RELATED PARTY TRANSACTIONS 18 NOTE 11. SUBSEQUENT EVENTS 18 ? NOTE 1. ORGANIZATION AND NATURE OF BUSINESS Overview Universal Solar Technology, Inc. (the "Company") was incorporated under the laws of the State of Nevada on July 24, 2007. The Company's common shares trade on the OTC Exchange Market under the trading symbol UNSS. The Company's principal and registered office is located at 19547 Bold River Road, Tomball, Texas 77375. Our telephone number is (832)229-7046 and our web address is www.universalsolartechnology.com. The information provided on our website is not part of this Annual Report on the OTC Disclosure Statement and is therefore not incorporated by reference in this Annual Report on the OTC Disclosure Statement. The Company's business focus has moved in the direction of a fintech renewable energy platform development as well as the planned installation of a closed loop waste to energy technology with a global consequential impact. NOTE 2. GOING CONCERN UNCERTAINTY Our unaudited 2020 second quarter financial statements have been prepared as a going concern basis in accordance with generally accepted accounting principles in the United States. The going concern basis assumes that we will continue in operations for the next 12 months and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Our lack of revenue, recurring losses, negative cash flows from operating activities, stockholders' deficit, need for additional financing and the uncertainties surrounding our ability to obtain such financing raise substantial doubt about our ability to continue as a going concern. The Company's anticipated merger with Entrex will position the Company to generate revenue from a more diverse strategic investment approach. Likewise, we are in the final stages of negotiations for a partnership with a waste to energy company which will position us for revenue generation within the next 12 months. The achievement of these goals is paramount to the mitigation of the factors described. To fail in completing these actions will cast substantial doubt as to our ability to continue as a going concern for a period of 12 months after the date our financial statements included in this Annual Report on OTC Disclosure Statement are issued. If we become unable to continue as a going concern, we may have to liquidate our assets, and potentially realize significantly less than the values at which they are carried on our financial statements, and the holders of our securities could lose all or part of their investment. NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company's unaudited second quarter financial statements were approved by the Board of Directors on September 14, 2020 and have been prepared in accordance and conformity with generally accepted accounting principles as issued by the F inancial Accounting Standards Board (FASB) using the accounting policies described herein. Basis of Measurement These financial statements are presented in US dollars which is the functional and reporting currency. The financial statements are prepared on a historical cost basis. In addition, these financial statements have been prepared using the accrual basis of accounting. Estimates and Assumptions The preparation of the condensed financial statements in conformity with generally accepted accounting principles, United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates in the Company's financial statements relate to fixed assets. Actual results could differ from those estimates. Other Business Expenses The Company recorded non-capitalized equipment, office supplies, reimbursements, bank charges, postage, printing services and utilities in this account. Lease Expense & Accrued Lease Liability On January 1, 2019, we adopted Accounting Standards Update ("ASU") No. 2016-02, Leases, as amended by ASU 2018-10, Codification Improvements to Topic 842, ASU 2018-11, Targeted Improvements, and 2019-01, Codification Improvements . These ASUs required the recognition of lease assets and lease liabilities for virtually all leases and required disclosure of key information about leasing arrangements. We elected to adopt these new standards prospectively. The Company had a two-year sub-lease agreement with a company that had surplus space. The lease began March 2017 and ended March 2019. The monthly payments were $3,200 per month. Upon inquiry, the Company disclosed that while it paid $58,460 for leasing, there was an outstanding balance of $18,340 ("outstanding balance") which is payable by December 31, 2020. Of the outstanding balance, $9,600 is attributable to 2019, and $8,740 is attributed to 2018. In 2018, the Company did not properly expense and accrue for the lease liability applicable to the period. With the adoption of ASU 2018-10 and to correct this accounting error, the Company recorded expenses and accrued lease liability for 2018 as follows: The landlord did not take legal action nor did the landlord impose interest on the outstanding balance. The Company has agreed to pay the remaining balance of $18,340 by December 31, 2020. For the avoidance of doubt, the landlord is not a related party. NOTE 4. FIXED ASSETS Fixed Assets comprised of furniture, desktop computers, fax machines, phone and security systems as of June 30. Fixed Assets are depreciated using the straight-line method over five (5) years. NOTE 5. LONG-TERM DEBT Long-term debt consisted of the following as of June 30: Loan Payable (unaudited) $ (a) Loan Payable 19,050 (b) Interest rate 0 (c) Years in repayment Lump sum (a) The Company currently has a loan payable in the amount of $19,050. (b) The interest rate on the loan is 0 percent. (c) The original loan amount was $25,000. These funds were used in securing the receivables. The balance reflected as of June 30, 2020 was $19,050. The lender, Darrell A. Calloway, serves as President of the Company; this related Party Transaction is also discussed in Note 10. Mr. Calloway has agreed to defer monthly payments on the loan. The loan is due in full by December 31, 2022. NOTE 6. COMMITMENTS AND CONTINGENCIES Legal Matters The Company confirms that are no legal matters or litigation pending. NOTE 7. STOCKHOLDERS' EQUITY Common Stock As of December 31, 2018, we are authorized to issue 2.5 billion shares of common stock with a par value of $0.0001 per share. For the years ended December 31, 2019, and December 31, 2018 there were 600,549,974 shares issued and outstanding. Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during each period. The computation of basic loss per share is presented as follows for the years ended December 31, 2019 and December 31, 2018: Loss Per Common Share (unaudited) Loss Per Common Share (unaudited) 2019 2018 (d) Loss Per Common Share Weighted average common shares outstanding (basic) (0.0001) (0.0004) NOTE 8. VARIABE INTEREST ENTITY A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company confirms that there are no VIE interests. NOTE 9. EQUITY-BASED COMPENSATION Restricted Stock In August 2017, the company issued Restricted Stock Units for the original management team. The stock was issued at par value and carried a two year vesting period. The company has disclosed all Restricted Stock Units which were issued and are included in the current disclosure. There are no additional entitlements or options planned at this time. There have been no transactions of stock being sold by the original management team as the shares are still restricted since no legal opinion has been attained. All certificates still have a legend. NOTE 10. RELATED PARTY TRANSACTIONS As of December 31, 2018, Company has received loans from Paul D. Landrew, Chairman and Chief Executive Officer and Darrell A. Calloway, President. Paul D. Landrew loaned the Company of $626,562 which was converted to "Owner's Equity" . Presently, the Company, has a loan payable to Darrell A. Calloway in the amount of $19,050 as described in Note 6. NOTE 11. SUBSEQUENT EVENTS The Company confirms that were no subsequent events to report. "Change in Control" shall mean any events resulting in: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act. The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.