UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
OR
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| n/a | n/a | n/a |
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 past 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.
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.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| ¨ | Smaller reporting company | ||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
As of March 12, 2025, there were shares outstanding of the registrant’s common stock.
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | F-1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 5 |
| Item 4. | Controls and Procedures | 5 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 6 |
| Item 1A. | Risk Factors | 6 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
| Item 3. | Defaults Upon Senior Securities | 7 |
| Item 4. | Mine Safety Disclosures | 7 |
| Item 5. | Other Information | 7 |
| Item 6. | Exhibits | 7 |
| Signatures | 8 | |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Ecrid, Inc.
June 30, 2023
Index to the unaudited Condensed Financial Statements
| Contents | Page(s) | |
| Condensed Balance Sheets at June 30, 2023 (unaudited) and March 31, 2023 | F-2 | |
| Condensed Statements of Operations for the Three Months Ended June 30, 2023 and 2022 (unaudited) | F-3 | |
| Condensed Statements of Stockholders’ Deficit for the Three Months Ended June 30, 2023 and 2022 (unaudited) | F-4 | |
| Condensed Statements of Cash Flows for the Three Months Ended June 30, 2023 and 2022 (unaudited) | F-5 | |
| Notes to the Condensed Financial Statements (unaudited) | F-6 |
| F-1 |
Ecrid, Inc.
Condensed Balance Sheets
June 30, 2023 | March 31, 2023 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Payable to officer | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, value | ||||||||
| Common stock par value $: shares authorized; shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to the unaudited condensed financial statements.
| F-2 |
Ecrid, Inc.
Condensed Statements of Operations
For the Three Months Ended June 30,
(unaudited)
| 2023 | 2022 | |||||||
| (restated) | ||||||||
| Revenues | $ | $ | ||||||
| Operating expenses | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Loss before income tax provision | ( | ) | ( | ) | ||||
| Income tax provision | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share – basic and diluted | $ | ) | $ | ) | ||||
| Weighted average common shares outstanding – basic and diluted | ||||||||
See accompanying notes to the unaudited condensed financial statements.
| F-3 |
Ecrid, Inc.
Condensed Statement of Stockholders’ Deficit
For the Three Ended June 30, 2023 and 2022
(unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Retained Earnings/ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance at March 31, 2022 (restated) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock issued for services | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Balance at June 30, 2022 (restated) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes to the unaudited condensed financial statements.
| F-4 |
Ecrid, Inc.
Condensed Statements of Cash Flows
For the Three Months Ended June 30,
(unaudited)
| 2023 |
2022 | |||||||
| (restated) | ||||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Stock based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Other | ||||||||
| Net Cash Provided by Operating Activities | ( | ) | ( | ) | ||||
| Cash flows from Investing Activities | ||||||||
| Cash flows from Financing Activities | ||||||||
| Proceeds from (payments to) officer | ( | ) | ||||||
| Net Cash Provided by (used in) Financing Activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of reporting period | ||||||||
| Cash and cash equivalents at end of reporting period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income tax paid | $ | $ | ||||||
See accompanying notes to the unaudited condensed financial statements.
| F-5 |
Ecrid, Inc.
June 30, 2023
Notes to the Condensed Financial Statements
(unaudited)
Note 1. – Business Organization and Nature of Operations
DPOLLUTION INTERNATIONAL, INC. (the “Company” formerly Ram Gold & Exploration, Inc.) was incorporated under the laws of the State of Delaware on February 6, 1987 under the name of Shopping at Home Television Network, Inc. In December 1987, the Company changed its name to TV Net, Inc. In February 1989, the Company changed its name to Vegas Chips, Inc. In October 1996, the Company changed its name to Skydoor Media and Entertainment, Inc. and then to Ice Holdings, Inc. In 1997, Ice Holdings, Inc. was formed in the State of Nevada and in 1999, Ice Holdings, Inc. (Nevada) merged with Ice Holdings, Inc. (Delaware) with Ice Holdings, Inc. (Nevada) becoming the survivor of the merger. In December 2006, the Company changed its name to Gaia Resources, Inc. and in January 2008, the Company changed its name to Ram Gold & Exploration, Inc. On July 27, 2010, the Company changed its name to Dpollution International, Inc. Since the disposal of the Company’s assets and the cessation of operations, the majority control of the Company changed several times between 1995 and 2008. On July 10, 2010, the Company acquired 100% ownership in Dpolution, Inc., a private company operating in Quebec, Canada that owned and controlled technologies for pollution reduction and improved vehicle mileage. The Company liquidated its business in 2013.
The DPollution Asset Purchase Agreement was completed July1,2017 by ECRID,Inc. FINRA approved ECRID Corporate Action Request on October 13, 2017. The new stock symbol is ECDD. ECRID’s primary objective going forward is to grow its membership base by offering its services to each of its members to establish or create their own ECRID CREDIT PROFILE (positive trade lines) to immediately validate their credit worthiness to ECRID CERTIFIED LENDERS for home, car, retail credit, credit cards, and personal loans.
Note 2. – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended March 31, 2023 and notes thereto contained as filed with the Securities and Exchange Commission.
| F-6 |
Restatement
The financial statements for the three months ended June 30, 2022 were restated due to the timing of shares of common stock issued for services during the fiscal year ended March 31, 2022 and the three months ended June 30, 2022. The following table outlines the details of the restatement:
| June 30, 2022 | As reported | Change | As Restated | |||||||||
| Condensed Balance Sheet | ||||||||||||
| ASSETS | ||||||||||||
| Current Assets | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||
| Receivable from officer | ( | ) | ||||||||||
| Total current assets | ||||||||||||
| Total assets | $ | $ | ||||||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||||||
| Payable to officer | ||||||||||||
| Total current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Stockholders' deficit | ||||||||||||
| Common stock, par value $0.0001 per share, | ( | ) | ||||||||||
| Additional paid in capital | ( | ) | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Total stockholders' equity (deficit) | ( | ) | ( | ) | ||||||||
| TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | $ | $ | ||||||||||
| Three Months Ended June 30, 2022 | ||||||||||||
| Condensed Statements of Operations | ||||||||||||
| Revenues | $ | $ | ||||||||||
| Operating expenses: | ||||||||||||
| General and administrative | ||||||||||||
| Total operating expenses | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other expenses: | - | - | ||||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Provision for income taxes | ||||||||||||
| Net loss before income taxes | $ | ( | ) | ( | ) | $ | ( | ) | ||||
Fiscal year
The Company has elected a fiscal year ending on March31.
Use of Estimates
The preparation of financial statements in accordance with U.S. generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation.
| F-7 |
Cash and Cash Equivalents
Cash equivalents are highly liquid investments with an original maturity of three months or less.
Fair Value of Financial Instruments
For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximate the fair value due to the relatively short period to maturity for these instruments.
Fair Value of Measurements
The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below:
| Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3 | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
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.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.
Revenue Recognition
The Company has not recognized any revenues to date. If the Company has revenues in the future, the Company will adopt the revenue recognition requirements as outlined in Topic 606, Revenue from Contracts with Customers. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:
| 1) | Identify the contract with a customer |
| 2) | Identify the performance obligations in the contract |
| 3) | Determine the transaction price |
| 4) |
Allocate the transaction price to performance obligations in the contract |
| 5) | Recognize revenue when or as the Company satisfies a performance obligation |
| F-8 |
The Company will recognize cost of revenues in the period in which the revenues was earned.
Stock-based compensation is accounted for under FASB ASC Topic No. 718 – Compensation – Stock Compensation. The guidance requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). The guidance also requires measurement of the cost of employee services received in exchange for an award based on the grant-date fair value of the award. The Company accounts for non-employee share-based awards in accordance with guidance related to equity instruments that are issued to other than employees for acquisition, or in conjunction with selling, goods or services.
IncomeTaxes
Income taxes are accounted for in accordance with the provisions of FASB ASC Topic No. 740 –Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.
Basic and diluted net loss per share calculations are presented in accordance with FASB ASC Topic No. 260 – Earnings per Share and are calculated on the basis of the weighted average number of common shares outstanding during the period. Diluted per share calculations include the dilutive effect of common stock equivalents in years with net income. The Company has dilutive instruments as of June 30, 2023 and March 31, 2023.
Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.
Note 3 – Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. Currently, the Company has no operating history and has incurred
operating losses, and as of June 30, 2023, the Company had an accumulated deficit of $
Note 4 - Stockholders’ Equity
Common Stock
The Company is authorized to issue
shares of common stock.
| F-9 |
No common shares were issued during the three months ended June 30, 2023.
The Company issued shares of
its common stock for media radio services and recognized an expense of $
Note 5 – Related Party Transactions
Receivable from and Payable to Officer
The sole officer of the Company has advanced and
received funds to and from the Company for operations and working capital. The net amount of this type of transaction resulted in a payable
to the officer as of June 30, 2023 and March 31, 2023 of $
Note 6 – Commitments and Contingencies
The Company has no commitments, litigation or other contingencies.
Russia-Ukraine conflict
The Russian-Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. We have no basis to evaluate the possible risks of this conflict.
Note 7 - SubsequentEvents
The officer advanced
an additional $
| F-10 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.
We provide an internet interactive software to allow consumers that need credit repair to track all the monthly payments they make and pay all their bills on-time. Once a consumer begins to use the Ecrid bill pay system, the system rewards them with an ECRID credit rating of up to 900 points. Each time the consumer does not pay a bill on-time, Ecrid subtracts points from the credit rating Ecrid assigns the consumer. Maintaining a high Ecrid score will enable the consumer lenders to buy a car, house or other payment related things.
Our founder and sole officer and director, Cleveland Gary, who has education in Business Administration and over 25 years of work experience in business administration, currently handles all facets of the Company's operations, and our strategic development.
The Company developed a credit report monitoring software that gives lenders a sound up to date credit report that validates the members credit worthiness. Within the scope of each member's credit report, Ecrid Credit Tool Analysis provides to the lender a comprehensive analysis report that validates the members credit worthiness along with their ability to assure monthly payments can be made on time based upon each member's income to debt ratio. Inclusive of the credit evaluation software is the Ecrid Bill Pay feature where each member can pay their bill and have it processed to avoid late payments. In addition, each member will receive a monthly alert to inform them of their Ecrid Credit Score through the Ecrid Score Monitoring feature.
The process for creating and the related online software, database and system becomes popular and more and more clients seeking to be able to borrow funds will begin using the Ecrid scoring system. For purposes of demand and marketability, choosing a format that is currently on the demand is vital (consumers are desperate to borrow funds to assist their finances), and this is why a proper needs assessment is essential. We consider it the most important aspect of the entire process.
Next, we determine the feasibility of making our product a success. We consider our product a success when the members are getting approved for a home, car, credit card, personal loan and other products and services that can be financed within each member's income to debt ratio range. Using the Ecrid Credit Analysis Tool, it creates for the borrower and lender a win/win situation because the borrower’s chances of defaulting on the loan is highly unlikely because the approval is based on what each member can afford to pay.
Basically, a successful payment plan is created through the Ecrid Credit Analysis Tool for each member to succeed in making their monthly payments on time from the beginning to the end of the loan agreement. The Ecrid System makes it easier for the Lender to trust giving the borrower a credit approval because the lender is assured the borrower has the ability to pay off the evaluation from the Ecrid Credit Analysis Tool.
| 3 |
Results of Operations
For the Three Months Ended June 30, 2023 and 2022:
Revenue
The Company did not record revenue for the three months ended June 30, 2023 and 2022, respectively.
Operating Expenses
Operating expenses for the three months ended June 30, 2023, were $24,238, as compared to $26,458 for the three months ended June 30, 2022. The increase is primarily attributable to higher software development expenses.
Net Loss
The Company recorded a net loss for the three months ended June 30, 2023 and 2022, respectively of $24,238 and $26,458. The increase is primarily attributable to higher software development expenses.
Liquidity and Capital Resources
At June 30, 2023, we had a working capital deficit of $87,178 primarily due to the net loss of $24,238 and no operations to date.
Inflation did not have a material impact on the Company’s operations for the applicable period. Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.
Net Cash
Net cash used in operating activities for the three months ended June 30, 2023 and 2022 was $24,238 and $4,462, respectively.
| 4 |
Going Concern Analysis
The Company had a net loss of $24,238 and $26,458 for the three months ended June 30, 2023 and 2022, respectively. At June 30, 2023 we had cash and cash equivalents of $89, a working capital deficit of $87,178 and an accumulated deficit of $11,638,447. We have evaluated the significance of these conditions in relation to our ability to meet our obligations and believe that we will be successful in raising capital that will provide the funds necessary to fund operations and enhance the production of revenue.
As of June 30, 2023, the Company had no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits 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 SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
| 5 |
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that, as of June 30, 2023, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.
Inherent Limitations on the Effectiveness of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.
These inherent limitations include the fact that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
In addition, our management with the participation of our principal executive officer and principal financial officer have determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during the quarter ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not involved in any disputes and does not have any litigation matters pending which the Company believes could have a materially adverse effect on the Company’s financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Item 1A. Risk Factors.
We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Form 10-K annual report.
| 6 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of the Company’s equity securities.
Item 3. Defaults Upon Senior Securities.
There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default with respect to any indebtedness of the Company.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
There is
Item 6. Exhibits.
| Exhibit No. | Description | |
| 31.1 | Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). * | |
| 31.2 | Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). * | |
| 32.1 | Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * | |
| 32.2 | Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * | |
| 101.INS | iXBRL Instance Document * | |
| 101.SCH | iXBRL Taxonomy Extension Schema * | |
| 101.CAL | iXBRL Taxonomy Extension Calculation Linkbase * | |
| 101.DEF | iXBRL Taxonomy Extension Definition Linkbase * | |
| 101.LAB | iXBRL Taxonomy Extension Label Linkbase * | |
| 101.PRE | iXBRL Taxonomy Extension Presentation Linkbase * |
* Filed herewith.
| 7 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| ECRID, INC. | ||
| Date: May 14, 2025 | By: | /s/ Cleveland Gary |
| Name: | Cleveland Gary | |
| Title: |
Chief Executive Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) | |
8