UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


———————

FORM 10-Q

———————


ü

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

 ACT OF 1934

For the quarterly period ended: March 31, 2009

Or

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

 ACT OF 1934

For the transition period from: _____________ to _____________

———————(Mark One)

NIGHTHAWK SYSTEMS, INC.

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to _____________

Commission File Number 000-30786

Video River Networks, Inc.

(Exact name of registrant as specified in its charter)

———————

Nevada

0-30786

87-0627349

(State or Other Jurisdictionother jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)incorporation or organization)

File Number)

Identification No.)

370 Amapola Ave., Suite 200A, Torrance California

90501

(Address of principal executive offices)

(Zip Code)

10715 Gulfdale, Suite 200 San Antonio, TX 78216

(Address of Principal Executive Office) (Zip Code)

210 341-481310-895-1839

(Registrant’s telephone number, including area code)

N/A

(Former name, former addressIndicate 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 former fiscal year, if changed since last report)(2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

———————

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

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.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ü

 Yes

 No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer

[  ]

 

Accelerated filer

[  ]

Non-accelerated filer

[  ]

 

Smaller reporting company [X]

(Do not check if smaller reporting company)

ü

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 [  ] No [X]

As of September 30, 2020, there were 169,922,436 shares of the registrant’s common stock, $0.001 par value per share, issued and outstanding.


VIDEO RIVER NETWORKS, INC.

TABLE OF CONTENTS

PART I. – FINANCIAL INFORMATION

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Item 1. Financial Statements

 Yes

ü

 No5

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of May 20, 2009, there were 140,478,013 shares of common stock, par value $.001 per share, of the registrant issued and outstanding.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 Yes

 No







NIGHTHAWK SYSTEMS, INC.

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION

PAGE

Item 1.   Financial Statements

3

Condensed consolidated balance sheets as of March 31, 2009 (unaudited)
and December 31, 2008

3

Condensed consolidated statements of operations for the three month periods ended
March 31, 2009 and 2008 (unaudited)

4

Condensed consolidated statement of stockholders' equity for the three months ended
March 31, 2009 (unaudited)

5

Condensed consolidated statements of cash flows for the three months ended
March 31, 2009 and 2008 (unaudited)

6

Notes to unaudited condensed consolidated financial statements

7

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

1223

Item 3.Quantitative and Qualitative Disclosures Aboutabout Market Risk

1741

Item 4T.4. Controls and Procedures

1741

PART IIII. – OTHER INFORMATION

Item 1.Legal Proceedings

1842

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

1844

Item 3.Defaults Upon Senior Securities

1844

Item 4.Submission of Matters to a Vote of Securities Holders Mine Safety Disclosures

1844

Item 5.Other Information

1844

Item 6.Exhibits

1844

Signatures

1946




2



PART I FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTSItem 1. Financial Statements

NIGHTHAWK SYSTEMS, INC.

Condensed Consolidated Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019 (audited)

2

Condensed Consolidated Statements of Operations for the Nine months ended September 30, 2020 and nine months ended September 30, 2020 and 2019 (unaudited)

3

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the nine months ended September 30, 2020 and 2019 (unaudited)

4

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (unaudited)

4

Notes to the condensed consolidated financial statements (unaudited)

5


VIDEO RIVER NETWORKS INC

 

 

CONSOLIDATED BALANCE SHEETS

 

 

 

As of

 

December 31,

 

 

 

September 30, 2020

 

2019 (audited)

 

 

ASSETS

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

                5,341

 

$

             850

 

 

Inventory Asset

 

               22,961

 

 

               -  

 

 

Other Current Asset

 

                   186

 

 

               -  

 

 

Real Estate Investments

 

             970,148

 

 

    1,452,897

 

 

Total Current Assets

 

             998,635

 

 

1,453,747

 

 

Fixed Assets

 

 

 

 

 

 

 

Fixed assets, net

$

               13,249

 

$

               -  

 

 

Total Fixed Assets

 

               13,249

 

 

               -  

 

 

TOTAL ASSETS

$

          1,011,885

 

$

    1,453,747

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accrued expenses

 

                  2,508

 

 

               -  

 

 

Current portion, notes payable

 

                5,524

 

 

               -  

 

 

Total Current Liabilities

$

                8,032

 

$

               -  

 

 

 

 

 

 

 

 

 

 

Long-Term Liabilities:

 

 

 

 

 

 

 

Notes payable

$

             150,000

 

$

               -  

 

 

Notes payable - related party

 

             930,350

 

 

1,459,971

 

 

       Total Long-Term Liabilities

 

          1,080,350

 

 

1,459,971

 

 

Total Liabilities

$

          1,088,382

 

$

    1,459,971

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

Preferred stock, $.001 par value, 1,000,000 shares authorized, 1 issued and outstanding as at December 31, 2019 and September 30, 2020 respectively.

$

                       3

 

$

               -  

 

 

 

 

 

 

 

 

 

 

Common  Stock, $0.001 par value, 1,200,000,000 shares authorized, 169,922,436 issued and outstanding as at December 31, 2019 and September 30, 2020 respectively

             171,898

 

 

       169,922

 

 

Additional paid in capital

 

        19,197,097

 

 

  18,974,719

 

 

Accumulated deficit

 

      (19,445,493)

 

 

(19,150,865)

 

 

     Total Kid Castle Stockholders’ equity

 

             (42,073)

 

 

 

 

 

     Non-controlling shareholders

 

             (34,425)

 

 

 

 

 

       Total Stockholders’ Equity (Deficit)

$

             (76,497)

 

$

         (6,224)

 

 

Total Liabilities and Stockholders’ Equity (Deficit)

$

          1,011,885

 

$

    1,453,747

 

 

 

The accompanying notes are an integral part of these consolidated financial statements


VIDEO RIVER NETWORKS INC

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

Nine Months Ended

September 30

 

Three Months Ended September 30

 

2020

 

 

2019

 

2020

 

2019

  

 

    

 

 

 

Net gain from sales of investments under trading securities

$

      99,877

 

$

             -  

 

$

      19,035

 

$

             -  

Sales - Investment property

 

 

 1,205,000

 

 

             -  

 

 

             -  

 

 

        -  

            Total Revenue

 

 

 1,304,877

 

 

             -  

 

 

      19,035

 

 

         -  

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Investment Properties Sold

 

 1,179,827

 

 

             -  

 

 

             -  

 

 

         -  

Gross Profit

 

 

    125,050

 

 

             -  

 

 

      19,035

 

 

         -  

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

  General and administrative

 

 

      42,923

 

 

 

 

 

        8,095

 

 

 

   Marketing and advertising

 

 

      16,325

 

 

         775

 

 

        1,598

 

 

    775

   Amortization and depreciation

 

 

        4,301

 

 

 

 

 

        1,434

 

 

 

   Professional fees

 

 

      66,059

 

 

      5,423

 

 

      11,221

 

 

 4,923

Total Expenses

 

 

   129,608

 

 

      6,198

 

 

      22,347

 

 

 5,698

INCOME FROM OPERATIONS

 

 

     (4,559)

 

 

       (6,198)

 

 

       (3,312)

 

 

    (5,698)

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

             -

 

 

             -  

 

 

             -  

 

 

         -  

Dividends

 

 

           173

 

 

             -  

 

 

           152

 

 

         -  

Unrealized gain (loss)

 

 

 (128,233)

 

 

             -  

 

 

   (39,515)

 

 

         -  

Total other income

 

 

 (128,233)

 

 

             -  

 

 

   (39,363)

 

 

        -  

INCOME (LOSS) BEFORE TAXES

 

 

 (132,618)

 

 

    (6,198)

 

 

   (42,675)

 

    (5,698)

INCOME TAX PROVISION

 

 

             -  

 

 

             -  

 

 

             -  

 

 

         -  

NET INCOME (LOSS)

 

$

 (132,618)

 

$

    (6,198)

 

$

   (42,675)

 

$

(5,698)

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per Share: Basic and Diluted

 

$

 (0.00068)

 

$

(0.00003)

 

$

 (0.0002)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding: Basic and Diluted

 

 

196,223,806

 

 

196,223,806

 

 

196,223,806

 

 

139,153,206

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

March 31,
2009

 

December 31,
2008

 

 

(unaudited)

 

 

 

ASSETS

   

 

 

   

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

4,046 

 

$

36,199 

Accounts receivable, net

 

 

28,033 

 

 

251,392 

Inventories

 

 

189,098 

 

 

179,258 

Other current assets

 

 

105,129 

 

 

87,747 

Total current assets

 

 

326,306 

 

 

554,596 

 

 

 

 

 

 

 

Furniture, fixtures and equipment, net

 

 

299,253 

 

 

318,070 

Debt issuance costs, net

 

 

321,136 

 

 

316,567 

Intangible assets, net

 

 

755,369 

 

 

848,031 

Goodwill

 

 

1,837,138 

 

 

1,837,138 

Other assets

 

 

4,320 

 

 

4,320 

 

 

 

 

 

 

 

 

 

 

3,217,216 

 

 

3,324,126 

 

 

 

 

 

 

 

 

 

$

3,543,522 

 

$

3,878,722 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

464,176 

 

$

553,202 

Accrued interest

 

 

776,435 

 

 

652,323 

Accrued expenses

 

 

176,551 

 

 

186,763 

Deposits and other

 

 

20,523 

 

 

13,107 

Line of credit and notes payable:

 

 

 

 

 

 

Line of credit

 

 

5,821 

 

 

6,221 

Convertible notes, net of discount of $716,954 (March 31, 2009)
and $645,509 (December 31, 2008)

 

 

1,945,108 

 

 

1,716,553 

Other notes

 

 

689,594 

 

 

767,295 

Total current liabilities

 

 

4,078,208 

 

 

3,895,464 

Long-term notes payable

 

 

24,631 

 

 

26,240 

 

 

 

 

 

 

 

Total liabilities

 

 

4,102,839 

 

 

3,921,704 

 

 

 

 

 

 

 

Commitments and contingency

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit :

 

 

 

 

 

 

Series A Preferred stock; $0.001 par value; 5,000,000
shares authorized; no shares issued and outstanding

 

 

— 

 

 

— 

Series B Preferred stock ; $0.001 par value; 1,000,000 shares authorized;
672,000 shares issued and outstanding at December 31, 2008 and
March 31, 2009; liquidation preference of $6,000,000

 

 

6,332,000 

 

 

6,152,000 

Common stock; $0.001 par value; 200,000,000 shares authorized; 140,128,013
issued and outstanding at March 31, 2009 and 138,513,727 issued and
outstanding at December 31, 2008

 

 

140,128 

 

 

138,514 

Additional paid-in capital

 

 

12,789,021 

 

 

12,780,376 

Accumulated deficit

 

 

(19,820,466)

 

 

(19,113,872)

 

 

 

 

 

 

 

Total stockholders' deficit

 

 

(559,317)

 

 

(42,982)

 

 

 

 

 

 

 

 

 

$

3,543,522 

 

$

3,878,722 

The accompanying notes are an integral part of these condensed consolidated financial statements



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


3



NIGHTHAWK SYSTEMS, INC.

VIDEO RIVER NETWORKS INC

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

           
      

Additional

    
 

Common

    

Paid-In

 

Accumulated

  
 

Shares

 

Amount

 

 

Capital

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 Balance at December 31, 2006

139,153,206

$

139,153

 

$

18,974,719

$

          (19,113,872)

$

                  -  

 

 

 

 

 

 

 

 

 

 

 

 Balance at December 31, 2018

139,153,206

$

139,153

 

$

18,974,719

$

          (19,113,872)

$

                  -  

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock to employee

            30,769,230

 

           30,769

 

 

                     -  

 

                             -  

 

        30,769

Net income for the period

                       -  

 

             -  

 

 

                   -  

 

           (36,993)

 

  (36,993)

Balance, December 31, 2019

169,922,436

$

169,922

 

$

18,974,719

$

          (19,150,865)

$

         (6,224)

Consolidation Adjustment

                             -  

 

              1,975

 

 

         222,378

 

               (162,008)

 

        62,345

Net income for the period

 

 

 

 

 

 

 

        (132,618)

 

(132,618)

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2020

169,922,436

$

171,897

 

$

19,197,097

$

              (19,445,491)

$

       (76,497)

 

 

 

 

 

 

Additional

 

 

 

 

 

Common

    

Paid-In

 

Accumulated

  
 

Shares

 

Amount

 

 

Capital

 

Deficit

 

Total

Balances – July 1, 2020

         169,922,436

 $

         169,922

 

 $

   18,974,719

 $

        (19,240,807)

 

      (96,166)

Consolidation Adjustment

                             -  

 

              1,975

 

 

         222,378

 

               (162,008)

 

        62,345

Net income for the period

                        -  

 

              -  

 

 

 

 

           (42,675)

 

  (42,675)

Balance, September 30, 2020

169,922,436

$

171,897

 

$

19,197,097

$

    (19,445,491)

$

  (76,497)

   
           

The accompanying notes are an integral part of these consolidated financial statements

  
              


VIDEO RIVER NETWORKS INC

 

 

STATEMENTS OF CASHFLOWS

 

 

(unaudited)

 

 

  

Nine Months Ended

September 30

 

  

2020

 

2019

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

(132,618)

 

 

$

      (6,198)

 

 

 Adjustments to reconcile net income (loss) to

 

 

 

 

 

 

 

 

 

net cash used in operating activities:

 

 

 

 

 

 

 

 

 

Inventory Asset: Trading Securities

 

 

    22,435

 

 

 

              -  

 

 

Accrued expenses

 

 

      1,522

 

 

 

              -  

 

 

Depreciation

 

 

       4,301

 

 

 

              -  

 

 

Net cash provided by (used in) operating activities

 

 

 (104,360)

 

 

 

      (6,198)

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

Payment for real estate investment

 

 

   (439,409)

 

 

 

  (1,445,054)

 

 

Receipt from sales of real estate investment

 

 

   922,159

 

 

 

              -  

 

 

Receipt from sales of other investment

 

 

     41,579

 

 

 

              -  

 

 

Net cash provided by (used in) investing activities

 

 

   524,328

 

 

 

 (1,445,054)

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

 

Borrowing from brokerage loan - margin loan

 

 

       1,208

 

 

 

              -  

 

 

Line of credit - short term - related party

 

 

   122,431

 

 

 

              -  

 

 

Line of credit - long term - related party

 

 

(726,192)

 

 

 

1,452,443

 

 

Proceeds from issuance of long term loan

 

 

   150,000

 

 

 

-

 

 

Proceeds from issuance of stock

 

 

     25,697

 

 

 

              -  

 

 

Net cash provided by (used in) financing activities

 

 

 (426,856)

 

 

 

 1,452,443

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash:

 

 

    (6,888)

 

 

 

         1,191

 

 

Cash at the beginning of the period:

 

 

     12,229

 

 

 

 

 

 

Cash at the end of the period:

 

$

       5,341

 

 

$

         1,191

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information Cash paid during the period for:

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

115.49

 

 

$

              -  

 

 

Cash paid for tax

 

$

            -  

 

 

$

              -  

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

  
            

CONDENSED CONSOLIDATED STATEMENTS


VIDEO RIVER NETWORKS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

(Unaudited)

1. NATURE OF OPERATIONS

THREE MONTHS ENDED MARCH 31,

(UNAUDITED)

 

 

2009

 

2008

Revenue

   

$

101,362 

   

$

826,321 

Cost of revenue

 

 

97,777 

 

 

668,497 

 

 

 

 

 

 

 

Gross profit

 

 

3,585 

 

 

157,824 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

398,573 

 

 

629,289 

Depreciation and amortization

 

 

96,695 

 

 

107,388 

 

 

 

495,268 

 

 

736,677 

 

 

 

 

 

 

 

Loss from operations

 

 

(491,683)

 

 

(578,853)

 

 

 

 

 

 

 

Interest expense

 

 

214,911 

 

 

191,344 

 

 

 

 

 

 

 

Net loss

 

 

(706,594)

 

 

(770,197)

 

 

 

 

 

 

 

Dividends on preferred stock

 

 

(180,000)

 

 

(179,507)

 

 

 

 

 

 

 

Net loss applicable to common stockholders

 

$

(886,594)

 

$

(949,704)

 

 

 

 

 

 

 

Net loss per basic and diluted common share

 

$

(0.01)

 

$

(0.01)

 

 

 

 

 

 

 

Weighted average number of common shares
outstanding, basic and diluted

 

 

139,518,172 

 

 

134,433,060 




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


4



NIGHTHAWK SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
THREE MONTHS ENDED MARCH 31, 2009

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

Additional
Paid-in
Capital

 

Accumulated
Deficit

 

Total

Series B Preferred Stock

Common Stock

Shares

 

Amount

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, January 1, 2009

   

672,000 

   

$

6,152,000 

   

138,513,727 

   

$

138,514 

   

$

12,780,376 

   

$

(19,113,872)

   

$

(42,982)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued in satisfaction of accrued expenses

 

 

 

 

 

 

1,614,286 

 

 

1,614 

 

 

28,386 

 

 

 

 

 

30,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beneficial conversion feature on convertible debt

 

 

 

 

 

 

 

 

 

 

 

 

128,571 

 

 

 

 

 

128,571 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants issued in connection with notes payable

 

 

 

 

 

 

 

 

 

 

 

 

30,000 

 

 

 

 

 

30,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation, vesting of options

 

 

 

 

 

 

 

 

 

 

 

 

1,688 

 

 

 

 

 

1,688 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend on Series B preferred stock

 

 

 

 

180,000 

 

 

 

 

 

 

 

(180,000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(706,594)

 

 

(706,594)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, March 31, 2009

 

672,000 

 

$

6,332,000 

 

140,128,013 

 

$

140,128 

 

$

12,789,021

 

$

(19,820,466)

 

$

(559,317)




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


5



NIGHTHAWK SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31,

(UNAUDITED)

 

 

2009

 

2008

 

 

 

 

 

 

 

Cash flows from operating activities:

   

 

 

   

 

 

Net loss

 

$

(706,594)

 

$

(770,198)

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Bad debt expense (recovery)

 

 

(171)

 

 

874 

Depreciation and amortization

 

 

113,456 

 

 

107,388 

Stock-based compensation

 

 

1,688 

 

 

7,167 

Amortization of debt issuance costs and discounts on debt

 

 

82,556 

 

 

101,144 

Change in assets and liabilities, net of business acquisitions

 

 

 

 

 

 

Decrease in accounts receivable

 

 

145,745 

 

 

95,353 

Increase in inventories

 

 

(9,840)

 

 

(71,766)

(Increase) decrease in prepaid and other current assets

 

 

(17,382)

 

 

28,929 

(Decrease) increase in accounts payable

 

 

(89,026)

 

 

95,137 

Increase in accrued expenses

 

 

143,900 

 

 

67,847 

Increase in deposits and other

 

 

7,416 

 

 

45,830 

 

 

 

 

 

 

 

Total adjustments

 

 

378,342 

 

 

477,903 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(328,252)

 

 

(292,295)

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of furniture, fixtures and equipment

 

 

(1,976)

 

 

(5,543)

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

(1,976)

 

 

(5,543)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Net proceeds from issuance of convertible debt and warrants

 

 

300,000 

 

 

— 

Payments on line of credit and notes payable

 

 

(1,925)

 

 

(55,952)

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

298,075 

 

 

(55,952)

 

 

 

 

 

 

 

Net decrease in cash

 

 

(32,153)

 

 

(353,790)

Cash, beginning

 

 

36,199 

 

 

428,484 

 

 

 

 

 

 

 

Cash, ending

 

$

4,046 

 

$

74,694 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

— 

 

$

1,930 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Extinguishment of liability for factored accounts receivable

 

$

77,785 

 

$

–– 

Conversion of accrued expenses to common stock

 

$

30,000 

 

$

— 




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


6



NIGHTHAWK SYSTEMS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIODS ENDED MARCH 31, 2009 AND 2008


1. ORGANIZATION, GOING CONCERN AND MANAGEMENT'S PLANS

INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements of Nighthawk Systems,Video River Networks, Inc. (the “Company”, “Nighthawk”, or “We”) will have been prepared in accordance with the instructions to quarterly reports on Form 10-Q. In the opinionis a technology firm that operates and manages a portfolio of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operationsElectric Vehicles, Artificial Intelligence, Machine Learning and changes in financial position at March 31, 2009,Robotics (“EV-AI-ML-R”) assets, businesses and for all periods presented have been made. Certain information and footnote data necessary for fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggestedNorth America.  The Company’s current and target portfolio businesses and assets include operations that these unaudited condensed consolidated financial statements be read in conjunction with the summary of significant accounting policiesdesign, develop, manufacture and notes to financial statements included in the Company’s Annual Report on Form 10-K. The results of operations for the three month period ended March 31, 2009, are not necessarily an indication of operating results for the full year.

ORGANIZATION

sell high-performance fully electric vehicles and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies.  The Company already built minor equity interest/positions in: (1) Tesla, Inc. (TSLA), a California based maker of high-performance fully electric vehicles; (2) Electrameccanica Vehicles Corp. (SOLO), a British Columbia, Canada headquartered company that designs and builds the all-electric SOLO and the Tofino all-electric sport coupe; (3) Lordstown Motors Corp. (RIDE), a Lordstown, Ohio based company that designs and manufactures electric vehicles; (4) Fisker Inc. (FSR), a Los Angeles, California headquartered company that designs and builds all-electric, zero-emissions vehicles; (5) Nikola Corporation (NKLA), a Phoenix, Arizona company that designs and manufactures electric components, drivetrains and vehicles.

Our currenttechnology-focused business model is a providerresult of wirelessour board resolution on September 15, 2020 to spin-in/off our specialty real estate holding business to an operating subsidiary and IP-based control solutions forthen pivot back to being a technology company.  The Company has now returned back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices.  In addition to above list, the utilityCompany intends to spread its wings into the Electric Vehicles, Artificial Intelligence, Machine Learning and hospitality industries. Since 2002, Nighthawk’sRobotics (“EV-AI-ML-R”) businesses/markets, targeting acquisition, ownership and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.

Video River Networks, Inc., prior to September 15, 2020, used to be a specialty real estate holding company, focuses on the acquisition, ownership, and management of specialized industrial properties. Prior to its real estate business model, the Company’s Power Controls Division has used wireless technology to control both residential utility meters and remote, mission-critical devices. The Set Top Box Division, acquired in October 2007, enables hotels to provide in-room high definition television (“HDTV”) broadcasts, integrated with video-on-demand, and customized guest services information.devices since 2002.

The unaudited condensedcurrent management of the Company resulted from a purchase of voting control of the Company by Community Economic Development Capital LLC, (“CED Capital”) a California limited liability company.  After the change of control transaction, CED Capital spun out the control-stock to its sole unitholder before being sold to the Company for $1. Thereafter CED Capital became an operating subsidiary of the Company.  We used the acquisition of method of accounting for acquisition of subsidiaries by the Group method to account for this transaction.  The cost of the acquisition was measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange.

As previously disclosed on our Form 8-K filed with the Securities and Exchange Commission, on December 8, 2019, on October 29, 2019, the company sold one (1) Special 2019 series A preferred share (one preferred share is convertible 150,000,000 share of common stocks) of the company for Fifty Thousand and 00/100 ($50,000/00) Dollars, to Community Economic Development Capital LLC, a California limited liability company. The Special preferred share controls 60% of the company’s total voting rights. The issuance of the preferred share to Community Economic Development Capital LLC gave to Community Economic Development Capital LLC, the controlling vote to control and dominate the affairs of the company theretofor.


Following the completion of above mentioned transactions, the company pivoted the business model of NIHK to become a specialty real estate holding company for specialized assets including, affordable housing, opportunity zones properties, hemp and cannabis farms, dispensaries facilities, CBD related commercial facilities, industrial and commercial real estate, and other real estate related services. 

On September 15, 2020, Video River Networks, Inc. (the “Company”) entered into a stock purchase agreement with Kid Castle Educational Corporation (“Kid Castle”), an entity related to, and controlled by our President and CEO with respect to the purchase through private placement, of 900,000 shares of its preferred stock at a purchase price of $3 in cash and a transfer of 100% interest in, and control of Community Economic Development Capital, LLC (a California Limited Liability Company).   The shares were issued to the investors without registration under the Securities Act of 1933 based upon exemptions from registration provided under Section 4(2) of the Act and Regulation D promulgated thereunder.  The issuances did not involve any public offering; no general solicitation or general advertising was used in connection with the offering.  Following the acquisition, the Company now has 55% of the voting control of and 100% of operating control of Kid Castle.

The consolidated financial statements of the Company alsotherefore include Kid Castle Educational Corporation and its non-operating subsidiary, Peregrine Control Technologies,GiveMePower Corporation, and all wholly owned (or majority owned) subsidiaries of GiveMePower  including Alpharidge Capital LLC. (“Alpharidge”), Community Economic Development Capital, LLC. (“CED Capital”), and Cannabinoid Biosciences, Inc. Intercompany accounts(“CBDX”), and subsidiaries, in which 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 haveand accounts.  As at the time of this transaction, all four businesses involved in the transaction were controlled by Mr. Frank I Igwealor. Because both the buyer and seller in the above acquisitions were under the control of the same person, the transaction was classified as “common control transaction and therefore fall under “Transactions Between Entities Under Common Control“ subsections of ASC 805-50. 

Following the completion of the transaction with Kid Castle, the Company having been eliminated in consolidation.partly freed of the internally-managed real estate holding business that focused on the acquisition, ownership and management of specialized industrial properties, affordable housing and opportunity zone real estate properties and businesses, has decided to return back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices.  In addition to above list, the Company is spreading its wings into the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets, targeting acquisition, ownership and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.

NOTE 2. GOING CONCERN AND MANAGEMENT'S PLANS

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company incurred a net losshas and operates small ongoing revenue generating businesses.   For the Nine months ended September 30, 2020, the Company reported revenue of approximately $707,000 during the three month period ended March 31, 2009 (a net loss applicable to common stockholders$1,304,877 in revenue and an accumulated deficit of approximately $887,000), and had a working capital deficiency of approximately $3.8 million$19,445,493 as of March 31, 2009. The Company’sthe end of the period. These conditions raise substantial doubt about our ability to continue as a going concern depends on the success of management’s plans to overcome these conditions and ultimately achieve profitability and positive cash flows from operations.

Since 2004, the Company has relied on an investment agreement with Dutchess Private Equities, II, L.P. (“Dutchess”) to obtain funds to cover its operating cash flows and deficits.concern. The Company remains in discussions with Dutchess about the Company’s operating cash requirements, but presently has no formal agreement with Dutchess to receive additional funding.

The acquisition of the Set Top Box business in October 2007 was made under a plan of reducing or eliminating the Company’s monthly operating cash flow deficits. During 2008, set top box operations generated positive cash flows and assisted in reducing the amount of cash used by the Company in operating activities from $2.1 million in 2007 to approximately $925,000 in 2008. However, set top box sales have been negatively affected by the current economic downturn, so no assurance may be given that set top box operations will continue to benefit the Company during 2009. Subsequent to December 31, 2008, Dutchess has invested a total of $460,000 in the Company during 2009. The Company, with the assistance of Dutchess, is currently exploring additional investment sources to raise funds which would allow it to further develop its product offerings, quickly react to market demands and invest in the internal infrastructure necessary to support its business plan over the next 12 months. While we believe that we will be successful in securing those funds, we can make no assurances that we will be able to do so or that the funds raised will be sufficient to meet all the objectives we have identified.

The accompanying financial statements do not include any adjustments relating to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary shouldmay result from the Company be unsuccessful in implementingoutcome of these plans, or otherwise be unableuncertainties. Our ability to continue as a going concern.concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.




7



2.NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONCENTRATIONS

Basis of Presentation

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. The Company has elected a calendar year of December 31 year-end.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its subsidiaries, in which the Company has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”).  The consolidated financial statements include the Company and Kid Castle Educational Corporation and all of its controlled subsidiary companies.  All significant intercompany accounts and transactions have been eliminated. Investments in business entities in which we do not have control, but we have the ability to exercise significant influence over operating and financial policies (generally 20% to 50% ownership) are accounted for using the equity method of accounting. Operating results of acquired businesses are included in the Consolidated Statements of Income from the date of acquisition. We consolidate variable interest entities if we have operational and financial control, and are deemed to be the >50.1% beneficiary of the profit and loss of the entity. Operating results for variable interest entities in which we are determined to be the primary beneficiary are included in the Consolidated Statements of Income from the date such determination is made.

COVID-19 Risks, Impacts and Uncertainties

COVID-19 Risks, Impacts and Uncertainties — We are subject to the risks arising from COVID-19's impacts on the residential real estate industry. Our management believes that these impacts, which include but are not limited to the following, could have a significant negative effect on our future financial position, results of operations, and cash flows: (i) prohibitions or limitations on in-person activities associated with residential real estate transactions; (ii) lack of consumer desire for in-person interactions and physical home tours; and (iii) deteriorating economic conditions, such as increased unemployment rates, recessionary conditions, lower yields on individuals' investment portfolios, and more stringent mortgage financing conditions. In addition, we have considered the impacts and uncertainties of COVID-19 in our use of estimates in preparation of our consolidated financial statements. These estimates include, but are not limited to, likelihood of achieving performance conditions under performance-based equity awards, net realizable value of inventory, and the fair value of reporting units and goodwill for impairment.

In April 2020, following the government lockdown order, we asked all employees to begin to work from their homes and we also reduced the number of hours available to each of our employees by approximately by approximately 75%. These actions taken in response to the economic impact of COVID-19 on our business resulted in a reduction of productivity for the three and six months ended September 30, 2020. All cost related to these actions are included in general and administrative expenses, as these costs were determined to be direct and incremental.

Use of Estimates

The preparation of financial statements in conformity withgenerally accepted accounting principles (“GAAP”) 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. Actual results could differ from those estimates.


Cash and Cash Equivalents

We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of September 30, 2020 and December 31, 2019, we did maintain $5,341 and $850.00 balance of cash equivalents respectively.

Financial Instruments

The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amount of the our accounts payable and accruals, our accruals- related parties and loans – related parties approximate their fair values because of the short-term maturities of these instruments.

Fair Value Measurements: 

ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements.  Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.  ASC 820 defines the hierarchy as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date.  The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date.  The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

Our financial instruments consist of accounts payable and accruals and our accruals- related parties. The carrying amount of the out accounts payable and accruals, accruals- related parties and loans – related parties approximates their fair values because of the short-term maturities of these instruments.

The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10:


Description

 

Level 1

 

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

 

Investments – trading securities – September 30, 2020

 

$

22,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment – Trading Securities

All investment securities are classified as trading securities and are carried at fair value in accordance with ASC 320 Investments — Debt and Equity Securities. Investment transactions are recorded on a trade date basis. Realized gains or losses on sales of investments are based on the first-in, first-out or the specific identification method. Realized and unrealized gains or losses on investments are recorded in the statements of operations as realized and unrealized gains or losses as net revenue. All investment securities are held and transacted by the Company’s broker firm, TD Ameritrade. The Company did not hold more than 3% of equity of the shares of any public companies as investments as of September 30, 2020.

All investments that are listed on a securities exchange are valued at their last sales price on the primary securities exchange on which such securities are traded on such date. Securities that are not listed on any exchange but are traded over-the-counter are valued at the mean between the last “bid” and “ask” price for such security on such date. The Company does not have any investment securities for which market quotes are not readily available.

The Company’s trading securities are held by a third-party brokerage firm, TD Ameritrade, and composed of publicly traded companies with readily available fair value which are quoted prices in active markets.

Related Party Transactions:

A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.  As at September 30, 2020, the Company has a loan balance of $930,350 from company that is controlled by the Company’s majority stockholder.  Additionally, during the period under review, the Company paid rent $18,785 to a company that is controlled by the Company’s majority stockholder.  See NOTES 7 and 14 for more details of our related party transactions.

Leases:

In February 2016, the FASB issued ASU 2016-02, "Leases" that requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. The accounting update also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements. The Company has reviewed the new standard and does not expect it to have a material impact to the statement of financial condition or its net capital.


Income Taxes:

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Uncertain Tax Positions:

We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long term liabilities in the financial statements.

Revenue Recognition:

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded. 

The Company generates revenue primarily from: (1) the sale of homes/properties, (2) commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents, and (3) sales of trading securities using its broker firm, TD Ameritrade less original purchase cost. Net trading revenues primarily consist of revenues from trading securities earned upon completion of trade, net of any trading fees. A trading is completed when earned and recognized at a point in time, on a trade-date basis, as the Company executes trades. The Company records trading revenue on a net basis, trading sales less original purchase cost. Net realized gains and losses from securities transactions are determined for federal income tax and financial reporting purposes on the first-in, first-out method and represent proceeds on disposition of investments less the cost basis of investments. Sale of real estate properties are recognized at the sales price/amount and the total cost (including cost of rehabilitations) associated with the property acquisition and rehabilitation are classified in Cost of Goods Sold (COGS).

During the nine months ended September 30, 2020, the Company did recognized revenue of $1,304,877 which comprises of $1,205,000.00 from sales of real estate properties and $99,877 from Net trading revenues respectively. 


Advertising Costs:

We expense advertising costs when advertisements occur. During the Nine months ended September 30, 2020, the Company did recognized advertising costs of $16,325 compared to $775 it spent in Nine months ended September 30, 2019.

Concentrations of Credit Risk

The Company's financial instruments that potentially subject the Companyare exposed to concentrations of credit risk primarily consist primarily of tradeits cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company maintains cash balances at financial institutions within the United States which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to limits of approximately $250,000. The Company has not experienced any losses with regard to its bank accounts receivable. Receivables arising from salesand believes it is not exposed to customers are not collateralizedany risk of loss on its cash bank accounts. It is possible that at times, the company’s cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. In such situation, the Company's management would assess the financial strength and credit worthiness of any parties to which it extends funds, and as a result, management continually monitorssuch, it believes that any associated credit risk exposures would be addressed and mitigated.

Stock Based Compensation:

The cost of equity instruments issued to non-employees in return in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees” for goods and services is measured by the financial conditionfair value of the goods or services received or the measurement date fair value of the equity instruments issued, whichever is the more readily determinable. Measurement date for non-employees is the earlier of performance commitment date or the completion of services. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued in accordance with ASC 718 “Compensation - Stock Compensation.”

NOTE 4. COMMITMENTS & CONTINGENCIES

Legal Proceedings

We were not subject to any legal proceedings as of September 30, 2020 and its relationships with its customers to reduce the risk of loss. The maximum loss that might be sustained if customer receivables are not collected is limited to the carrying amountbest of our knowledge, no legal proceedings are pending or threatened.

The Company’s principal executive office is located at 370 Amapola Ave., Suite 200A, Torrance, CA 90501.   The space is a shared office space, which at the current time is suitable for the conduct of our business.  The Company has no real property and do not presently owned any interests in real estate.  As at September 30, 2020, the Company has spent a total of $18,784.80 on rent which was paid to Poverty Solutions to sublet office space for the company operations.   

From time to time, the Company may be involved in certain legal actions and claims arising in the normal course of business. Management is of the accounts receivable, net of the allowance for doubtful accounts. Approximately $19,400 of the March 31, 2009 balance, or 69%, was from two customers, $15,265 of which was collected subsequent to March 31, 2009.

During the three months ended March 31, 2009, two customers accounted for approximately 32% and 14% of total revenue, respectively, and during the three months ended March 31, 2008, two customers accounted for approximately 58% and 14% of total revenue, respectively.

During the three months ended March 31, 2009, the Company's two largest suppliers accounted for approximately 48% and 37% respectively, of the Company's purchases of pre-manufactured component materials, and during the three months ended March 31, 2008, the Company’s three largest suppliers accounted for approximately 51%, 12% and 11% of the Company’s purchases of pre-manufactured component materials. As the pre-manufactured components are a crucial integral component of the Company's product, the loss of one or more of the Company's major suppliers could have an adverseopinion that such matters will be resolved without material effect on the Company's abilityCompany’s financial condition or results of operations.

Contractual Obligations


We were not subject to maintain productionany contractual obligations as at September 30, 2020.

NOTE 5. NET TRADING REVENUE

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company’s net revenue primarily consists of revenues from sales of trading securities using its productsbroker firm, TD Ameritrade less original purchase cost. Net trading revenues primarily consist of revenues from trading securities earned upon completion of trade, net of any trading fees. A trading is completed when earned and recognized at a point in time, on a cost effectivetrade-date basis, in the future.

INVENTORIES

Inventories consist of parts and pre-manufactured component materials ($105,152 at March 31, 2009 (unaudited) and $86,908 at December 31, 2008) and finished goods ($83,946 at March 31, 2009 (unaudited) and $92,350 at December 31, 2008). Inventories are valued at the lower of cost using the first-in, first-out (FIFO) method, or market. The elements of cost in inventories include materials, labor and overhead.

INCOME TAXES

For the three month periods ended March 31, 2009 and 2008,as the Company did not recordexecutes trades. The Company records trading revenue on a net basis, trading sales less original purchase cost.

Net trading revenue consisted of the following:

January 1, 2020 to September 30, 2020

Total

Revenue from sales of securities

$

           261,219

Cost of securities

          (161,342)

Net trading revenue

$

         99,876.72

NOTE 6. SALES – INVESTMENT PROPERTY

Sales and other disposition of properties from Real Estate Investments holdings:

Dispositions

Below is the schedule of the details of the Real Estate Investments sales transactions during the period:

Three Months Ended September 30, 2020

Nine Months Ended

September 30, 2020

Description

Amount

Amount

Sales - Investment property

 $       1,205,000

Closing costs

              (11,522)

Commissions Paid

              (60,645)

Developer’s Fees

              (95,750)

Escrow & Title

                 (6,714)

Cost of Investment property sold

            (917,825)

Old Liens Payoff

              (51,879)

Property Taxes

              (20,064)

Recording Charges

                 (7,048)

Seller Credit

                 (8,380)

Net Profit from Real Estate Investment Sales

 $             25,173

NOTE 7. LINE OF CREDIT / LOANS - RELATED PARTIES


The Company considers its founders, managing directors, employees, significant shareholders, and the portfolio Companies to be affiliates. In addition, companies controlled by any income tax benefit, because management does not believe realization of suchthe above named is also classified as affiliates.

Line of credit from related deferred income tax assetsparty consisted of the following:

 

September 30, 2020

 

December 31, 2019

September 2019 (line of credit) - Line of credit with maturity date of February 28, 2021 with 0% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.

$

163,632

$

41,200

May 20, 2020 (line of credit) Line of credit with maturity date of May 4, 2025 with 0% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.

 

766,717

 

                  -  

July 3, 2020 (30 year term loan)  Term loan with maturity date of July 2, 2050 with 3.75% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.

 

150,000

 

                  -  

Total Line of credit - related party

 

       930,350

 

          41,200

Less current portion

 

     (163,632)

 

        (41,200)

Total Line of credit - related party

$

766,718

$

                  -  

Goldstein Franklin, Inc. - $190,000 line of credit

On February 28, 2020, the Company amended its line of credit agreement to increase it to the amount of $190,000 with maturity date of February 28, 2021. The line of credit bears interest at 0% per annum and interest and unpaid principal balance is payable on the maturity date. The Company had unused line of credit of $26,368 as of September 30, 2020.  See NOTE 14 for more likely than not.details of our related party transactions.

NET LOSS

NOTE 8. EARNINGS (LOSS) PER SHARE

Net Loss per Share Calculation:

Basic net loss per common share ("EPS") is computed by dividing the net loss applicableavailable to common stockholders by the weighted-average number of shares of common stockshares outstanding for the period. Diluted netDilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive, assuming all dilutive potential common shares were issued. Dilutive loss per share reflectsexcludes all potential common shares if their effect is anti-dilutive. The Company’s diluted earnings (loss) per share is the same as the basic earnings/loss per share for the period January 1, 2020 to September 30, 2020, as there are no potential dilutionshares outstanding that could occur ifwould have a dilutive securities were exercised or converted into common stock or resultedeffect.


January 1, 2020  to September 30, 2020

Amount

Net income

$

                 (132,618)

Dividends

                           -  

Stock option

                           -  

Adjusted net income attribution to stockholders

 $

                 (132,618)

Weighted-average shares of common stock outstanding

    Basic and Diluted

              169,922,436

Net changes in fair value at end of the period

   Basic and Diluted

 $

                (0.00068)

NOTE 9. INCOME TAXES

Deferred income taxes reflect the issuancenet tax effects of common stock that then shared intemporary differences between the earningscarrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of September 30, 2020 and December 31, 2019 based on estimates of recoverability. While the Company unlesshas optimistic plans for its business strategy, it determined that such a valuation allowance was necessary given the effect of such inclusion would reduce a losscurrent and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its business model.

We did not provide any current or increase earnings per share. For eachdeferred US federal income tax provision or benefit for any of the periods presented in the accompanyingthese financial statements because we have accumulated substantial operating losses over the years.  When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit.  We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements as of September 30, 2020 and December 31, 2019 as defined under ASC 740, "Accounting for Income Taxes."  We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the inclusionaccumulated deficit on the balance sheet.

A reconciliation of dilutive shares would have resulted in a decrease in loss per share. Common stock optionsthe differences between the effective and warrants aggregating 18,072,398statutory income tax rates for the period ended September 30, 2020 and 18,514,638December 31, 2019:

 

Percent

  

30-Sep-20

  

31-Dec-19

 

Federal statutory rates

 

34

%

 

$

  (6,611,468)

 

 

$

   (6,511,294)

 

State income taxes

 

5

%

 

 

     (972,275)

 

 

 

      (957,543)

 

Permanent differences

 

-0.5

%

 

 

         97,227

 

 

 

           95,754

 

Valuation allowance against net deferred tax assets

 

-38.5

%

 

 

    7,486,515

 

 

 

        7,373,083

 

Effective rate

 

0

%

 

$

                 -  

 

 

$

                    -  

 


At September 30, 2020 and December 31, 2019, the significant components of the deferred tax assets are summarized below:

 

30-Sep-20

  

31-Dec-19

Deferred income tax asset

 

 

  

 

 

Net operation loss carryforwards

 

19,445,493

  

 

  19,150,865

Total deferred income tax asset

 

7,583,742

  

 

7,468,837

Less: valuation allowance

 

         (7,583,742)

  

 

         (7,468,837)

Total deferred income tax asset

$

-

  

$

-

The Company has recorded as of MarchSeptember 30, 2020 and December 31, 20092019, a valuation allowance of  $7,583,742  and  2008,$7,468,837 respectively, have been excluded fromas it believes that it is more likely than not that the calculationdeferred tax assets will not be realized in future years. Management has based its assessment on the Company’s lack of diluted net loss per common share.profitable operating history.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

On January 1, 2009,The valuation allowance $7,583,742 as At September 30, 2020 increased by $113,432 compared to December 31, 2019 of $7,468,837 as a result of the Company adopted EITF Issue No. 07-5 (“EITF 07-5”),Determining whethergenerating net operating loss of $132,618.

The Company conducts an Instrument (or Embedded Feature) is indexedanalysis of its tax positions and has concluded that it has no uncertain tax positions as of September 30, 2020 and 2019.

For the period ended September 30, 2020 and 2019, the Company has net operating loss carry-forwards of approximately $19,445,493 and $19,150,865 respectively. Such amounts are subject to an Entity’s Own StockIRS code section 382 limitations and expire in 2034.

NOTE 10. RECENTLY ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Standards. EITF No. 07-5 is

ASU 2019-12 — In December 2019, the Financial Accounting Standards Board  ("FASB")  issued  ASU 2019-  12, Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Accounting Standards Codification ("ASC") Topic 740, Income Taxes. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will be effective for the Company's fiscal year beginning October 1, 2021, with early adoption permitted. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company does not expect this ASU to have a material impact on its condensed consolidated financial statementsstatements.


ASU 2016-13 — In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which amends FASB ASC Topic 326, Financial Instruments - Credit Losses. In addition, in May 2019, the FASB issued ASU 2019-05, Targeted Transition Relief, which updates FASB ASU 2016-13. These ASU’s require financial assets measured at amortized cost to be presented at the net amount to be collected and broadens the information, including forecasted information incorporating more timely information, that an entity must consider in developing its expected credit loss estimate for assets measured. These ASU’s are effective for fiscal years beginning after December 15, 2008,2019, including interim periods within those fiscal years. Early application is permitted for fiscal years beginning after December 15, 2018. Most of our financial assets are excluded from the requirements of this standard as they are measured at fair value or are subject to other accounting standards. In addition, certain of our other financial assets are short-term in nature and therefore are not likely to be subject to significant credit losses beyond what is already recorded under current accounting standards. As a result, we currently do not anticipate this standard to have a significant impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurements, which amends FASB ASC Topic 820, Fair Value Measurements. This ASU eliminates, modifies and adds various disclosure requirements for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Paragraph 11(a) of SFAS No. 133 specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step modelCertain disclosures are required to be applied in determining whetherusing a financial instrumentretrospective approach and others using a prospective approach. Early adoption is permitted. The various disclosure requirements being eliminated, modified or an embedded feature is indexedadded are not significant to an issuer’s own stock and thus ableus. As a result, we currently do not anticipate this standard to qualify for the SFAS No. 133 paragraph 11(a) scope exception. The ado ption of this EITF did not have ana significant impact on the Company’s condensedour consolidated financial statements.



8



In April 2008,August 2018, the FASB issued FSP SFAS 142-3,ASU 2018-15, DeterminationCustomer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which amends FASB ASC Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software. This ASU adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this ASU should be applied either using a retrospective or prospective approach. Early adoption is permitted. We currently do not anticipate this standard to have a significant impact on our consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity���s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the Useful Lifeterm substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of Intangiblemanagement’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. We currently do not anticipate this standard to have a significant impact on our consolidated financial statements.


In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.(“FSP SFAS 142-3”). FSP SFAS 142-3 amends" This ASU clarifies that the factorsscope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities." applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013.  We currently do not anticipate this standard to have a significant impact on our consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.  We currently do not anticipate this standard to have a significant impact on our consolidated financial statements.

In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013. We currently do not anticipate this standard to have a significant impact on our consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be consideredreleased into net income and is intended by FASB to eliminate some disparity in developing renewal or extension assumptions usedcurrent accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.  We currently do not anticipate this standard to determinehave a significant impact on our consolidated financial statements.

In March 2013, the useful lifeFASB issued ASU 2013-07, “Presentation of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets. Previously, under the provisionsFinancial Statements (Topic 205): Liquidation Basis of SFAS No. 142, an entity was precluded from using its own assumptions about renewal or extension of an arrangement where there was likely to be substantial cost or material modifications. FSP SFAS 142-3 removes the requirement of SFAS No. 142 forAccounting.” The amendments require an entity to consider whether an intangible asset can be renewed without substantial cost or material modification to the existing terms and conditions and requires an entity to considerprepare its own experience in renewing similar arrangements. FSP SFAS 142-3 also increases the disclosure requirements for a recognized intangible asset to enable a user of financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to assessmake such a plan effective and the extentlikelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to whichpresent relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected future cash flows associated with the assetproceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are affected by the entity’s intent or ability to renew or extend the arrangement. The Company adopted FSP SFAS 142-3 on January 1, 2009. The adoption of FSP 142-3 did not have an impact on our condensed consolidated financial statements.

In May 2008, the FASB issued FSP APB 14-1,Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”). FSP ABP 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and conversion option components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. The Company adopted FSP ABP 14-1 on January 1, 2009. The adoption of FSP APB 14-1 had no impact on the Company’s condensed consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (R),Business Combinations (“SFAS 141 (R)”) which becomes effective for fiscalentities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2008. SFAS No. 141 (R) requires all business combinations completed after the effective date2013, and interim reporting periods therein. We currently do not anticipate this standard to be accounted for by applying the acquisition method (previously referred to as the purchase method). Companies applying this method will have to identify the acquirer, determine the acquisition date and purchase price and recognize at their acquisition date fair values of the identifiable assets acquired, liabilities assumed, and any non-controlling interests in the acquiree. In the case of a bargain purchase the acquirer is required to reevaluate the measurements of the recognized assets and liabilities at the acquisition date and recognize a gain on that date if an excess remains. Management believes that the adoption of SFAS 141R will have ansignificant impact on our consolidated financial statements.


We have reviewed all the recently issued, but not yet effective, accounting forpronouncements. Management does not believe that any future acquisition, if one were to occur. recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 11. INVESTMENT SECURITIES (TRADING)

The Company is required to applyapplied the guidance in SFAS 141Rfair value accounting treatment for any future business combinations.

In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (“SFAS 160”) which becomes effective for fiscal periods beginning after December 15, 2008. This statement amends ARB 51 to establish accountingtrading securities per ASC 320, with unrealized gains and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. The statement requires ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. The statement also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest with disclosure on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. In addition this statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and requires that a parent recognize a gain or losslosses recorded in net income when a subsidiary is deconsolidated. Because the Company’s subsidiary is wholly-owned by the Company, there are no noncontrolling interests, andeach period. Debt securities classified as a result, the adoption of this standard had no effect on the Company’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurement. This statement defines fair value, establishes a framework for measuringtrading should be measured at fair value in generally accepted accounting principles,the currency in which the debt securities are denominated and expands disclosures aboutremeasured into the investor’s functional currency using the spot exchange rate at the balance sheet date.

Investments in equity securities as of September 30, 2020 are summarized based on the following:

September 30, 2020

 

Cost

 

Changes in Fair Value

 

Fair Value

 

 

 

 

 

 

 

Stocks

$

             22,366

$

         (6,403)

$

   15,963

Options

 

             20,955

 

        (13,957)

 

     6,998

Investments - Trading Securities

$

             43,320

$

        (20,360)

$

   22,960

Trading securities are treated using the fair value measurements. This statement appliesmethod, whereby the value of the securities on the company’s balance sheet is equivalent to their current market value. These securities will be recorded in the current assets section under otherthe Investment Securities account and will be offset in the shareholder’s equity section under the unrealized proceeds from sale of short-term investments” account. The Short Term Investments account amount represents the current market value of the securities, and the “Unrealized Proceeds From Sale of Short Term Investments” account represents the cash proceeds that the company would receive if it were to sell the investments at the end of the specified accounting pronouncements that require or permit fair value measurements. SFAS No. 157 was effectiveperiod.

January 1, 2020 to September 30, 2020

Amount

Total beginning balance - fair market

$

                 45,396

Total investment purchases - cost

               266,958

Total investment sales - cost

             (261,219)

Unrealized losses

               (28,175)

Investment - Trading Securities

 $

                 22,960

NOTE 12. REAL ESTATE INVESTMENTS


Current Holdings of Real Estate Investments:

In 2019, we bought three single family residences (SFR) with a cost/carrying amount of $1,452,897, in Los Angeles.  We financed the purchase with borrowing from our controlling shareholder.  Our goals for the Company on January 1, 2008 for all financial assetsproperties was to rehabilitee and liabilities. For non-financial assetsdeliver each of them to eligible homebuyers as part of our mission of promoting homeownership affordable housing.  As at September 30, 2020, we have two available-for-sale real estate properties with a carrying amount of $970,148:

Cost basis

9/30/2020

SFR - 11253 S New Hampshire, 90044

$

359,821

SFR - 4904 S Wilton Place 90062

610,327

Total  Holdings of Real Estate Investments

$

970,148

Inventory costs include direct home acquisition costs and liabilities, SFAS No. 157any capitalized improvements.  The following is effectivethe Real Estate Investments activities for the Companyperiod under review:

We bought the 11253 S New Hampshire, LA 90044 property in June of 2020 at a cost of 321,498.  We financed the purchase with borrowing from our controlling shareholder.  Our goal for the property was to rehabilitee and resell to eligible homebuyers as part of our mission of promoting homeownership affordable housing.  As of September 30, 2020, we have expended $38,323 on January 1, 2009. rehabilitation of the property.

The Company adopted Staff Position FAS 157-24904 S Wilton Place, Los Angeles, CA 90062 property was bought on January 1, 2009. At March 31, 2009,April 23, 2019 for a total acquisition cost of $498,983.51.  Our goal for the property was to rehabilitee and resell to eligible homebuyers as part of our mission of promoting homeownership affordable housing.  As of September 30, 2020, we have expended $111,343 on rehabilitation of the property.

Real estate held for use:

As at September 30, 2020, the Company has no financial assets or liabilities subjectreal estate held for use.

NOTE 13. MARGINAL LOAN PAYABLE

The Company’s subsidiary, Alpharidge Capital LLC. entered into a marginal loan agreement as part of its new trading account process in 2019 with TD Ameritrade, the Company’s brokerage to recurring fair value measurements.continue the purchase of securities and to fund the underfunded balance.  The balance of this account as at September 30, 2020 is $5,524.



9NOTE 14. RELATED PARTY TRANSACTIONS


The Company had the following related party transactions:

·Line of Credit – On September 15, 2019, the Company entered into a line of credit agreement in the amount of $41,200 with Goldstein Franklin, Inc. which is owned and operated by Frank I. Igwealor, Chief Executive Officer of the Company. The maturity date of the line of credit is February 15, 2020. The line of credit agreement was amended to the amount of $190,000 and maturity date of February 28, 2021. The line of credit bears interest at 0% per annum and interest and unpaid principal balance is payable on the maturity date. As at September 30, 2020, the Company had drawn $163,632.36 from the LOC.


·Line of credit - On May 5, 2020, the Company entered into a line of credit agreement in the amount of $1,500,000 with Los Angeles Community Capital, which is owned and operated by Frank I. Igwealor, Chief Executive Officer of the Company. The maturity date of the line of credit is May 4, 2025. The line of credit bears interest at 0% per annum and interest and unpaid principal balance is payable on the maturity date. The Company had unused line of credit of $1,280,902 As of September 30, 2020.

In addition, during the nine months ended September 30, 2020, the Company pursuant to the terms of loan agreement, paid to an entity controlled by our CEO $95,750 respectively, as developer’s fees from the sales amount of the two real estate investment properties sold.  Although the $95,750 was less than the 10% of the total sales amount of $1,205,000, the Company agreed with the lender to take less than 10% in accommodation because one of the two properties sold had unanticipated cost overrun. 

Real Property Sales and Loan Repayment to a Related Party Lender

As at September 30, 2020, we have sold two of our four properties with two properties left.

We closed the sale of the 831 E 94th Street property on February 21, 2020 and used part of the proceeds to payoff $367,128, which was the total sum borrowed for the property purchase and rehabilitation.  The payment was made to Los Angeles Community Capital, an entity controlled by CEO.  Los Angeles Community Capital was the lender in this transaction.

We closed the sale of the condominium unit located at 5125 Harold Way #307, Los Angeles, CA 90027, on April 2009,26, 2020 and used part of the FASBproceeds to payoff $555,031, which was the total sum borrowed for the property purchase and rehabilitation.  The payment was made to Los Angeles Community Capital, an entity controlled by CEO.  Los Angeles Community Capital was the lender in this transaction.

Having used $922,159, part of the proceeds from the two properties sales to pay down the related party loan, the outstanding balance on the related party loan was reduced to $561,751 as at September 30, 2020. 

Developer’s Fees paid to a Related Party Lender following the sales of two real properties

As at September 30, 2020, we have sold two of the three properties with only one of the three properties left. Following the close of the sales of two of the properties, we paid out Developer Fee, pursuant to the loan agreement we had with the lender, Los Angeles Community Capital, an entity controlled by Mr. Igwealor, who has 100% voting control of Los Angeles Community Capital.

Following the sale of the 831 E 94th Street property on February 21, 2020 for $495,000, the agreed upon Developer Fee of $49,500 was due to Los Angeles Community Capital.  However, the Company negotiated the fee down to $24,750 (50% reduction) because an undiscovered utility lien latter popped up at title/escrow and reduced the profit by $50,000.

Following the sale of the 5125 Harold Way property on April 26, 2020 for $710,000, the agreed upon Developer Fee of $71,000 was due and paid to Los Angeles Community Capital. 


In total, the Company paid $95,750 as Developer Fees to a related party lender, Los Angeles Community Capital, an entity controlled by our CEO, Mr. Igwealor, who has 100% voting control of Los Angeles Community Capital.

Thus, during the six months ended September 30, 2020, the Company pursuant to the terms of its Line of Credit agreement, paid $95,750 as developer’s fees from the sales amount of the two real estate investment properties sold, to Los Angeles Community Capital, an entity controlled by our CEO, Mr. Igwealor, who has 100% voting control of Los Angeles Community Capital.

Although the Company was still able to recorded $25,173 in net realized gains from the sale of Real Estate Investment properties during the six months ended September 30, 2020, the Company would have made more profit (save $95,750) from the sales if the Company had a different financing mechanism including its own capital. 

Notwithstanding the above mentioned possibility of making more profit from sales of Real Estate Investment properties, there are no guarantees that we could be able to raise sufficient capital to stand on our own and stop using the credit line from a related party.  

NOTE 15. SPIN-OFF AND RESTRUCTURING

On September 15, 2020, Video River Networks, Inc. (the “Company”) entered into a stock purchase agreement with Kid Castle Educational Corporation (“Kid Castle”), an entity related to, and controlled by our President and CEO with respect to the purchase through private placement, of 900,000 shares of its preferred stock at a purchase price of $3 in cash and a transfer of 100% interest in, and control of Community Economic Development Capital, LLC (a California Limited Liability Company).   The shares were issued FSP SFAS 107-1to the investors without registration under the Securities Act of 1933 based upon exemptions from registration provided under Section 4(2) of the Act and Accounting Principles Board OpinionRegulation D promulgated thereunder.  The issuances did not involve any public offering; no general solicitation or general advertising was used in connection with the offering.  Following the acquisition, the Company now has 55% of the voting control of and 100% of operating control of Kid Castle.  As at the time of this transaction, all four businesses involved in the transaction were controlled by Mr. Frank I Igwealor.

The transaction was classified as “common control transaction because both the buyer and seller in the above acquisitions were under the control of the same person.  Thus, the transaction fall under “Transactions Between Entities Under Common Control“ subsections of ASC 805-50.  As a result of the transaction, the consolidated financial statements of the Company henceforth includes Kid Castle Educational Corporation and its subsidiary, GiveMePower Corporation, and all wholly owned (or majority owned) subsidiaries of GiveMePower  including Alpharidge Capital LLC. (“APB”Alpharidge”), Community Economic Development Capital, LLC. (“CED Capital”), and Cannabinoid Biosciences, Inc. (“CBDX”), and subsidiaries, in which has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”) 28-1,Interim Disclosures about Fair Valueprovisions of Financial InstrumentsASC 810, “Consolidation” (“ASC 810”), (FSP 107-1), which will requireafter elimination of intercompany transactions and accounts.  As at the time of this transaction, all four businesses involved in the transaction were controlled by Mr. Frank I Igwealor. Because both the buyer and seller in the above acquisitions were under the control of the same person,

The board undertook the transaction to transition the Company back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices.  And to partly free the Company of the internally-managed real estate holding business that focused on the fair value disclosures required for all financial instruments withinacquisition, ownership and management of specialized industrial properties, affordable housing and opportunity zone real estate properties and businesses.


In addition the scopeboard has resolved to push the Company into the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets by targeting acquisition, ownership and operation of SFAS 107, Disclosures about Fair Valueacquired EV-AI-ML-R businesses or portfolio of Financial Instruments, be included in interim financial statements. This FSP also requires entitiesEV-AI-ML-R businesses.

NOTE 16. SHAREHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

As of September 30, 2020 and 2019, we were authorized to disclose the method and significant assumptions used to estimate the fairissue 1,000,000 shares of preferred stock with a par value of financial instruments on an interim and annual basis and to highlight any changes from prior periods. FSP 107-1 will be effective for interim periods ending after June 15, 2009. The adoption of FSP 107-1 is not expected to have a material impact on the Company's condensed consolidated financial statements.$0.001.

3. NOTES PAYABLE

The Company has $5,8211 and 1 shares of preferred stock were issued and outstanding at March 31, 2009 (unaudited) ($6,221 at December 31, 2008) under a $20,000 unsecured line of credit with a bank. Borrowings under the line of credit bear interest at 8% at March 31, 2009 (unaudited) (8% at December 31, 2008). Interest is due monthly. The line of credit is guaranteed by former officers of the Company.

At March 31, 2009 and December 31, 2008, notes payable consist of the following:

 

 

March 31,

2009

 

December 31,

2008

 

 

 

 

(unaudited)

 

 

 

 

Note payable to a financial institution; 12.75% interest rate; unsecured; due on demand

   

$

8,235 

   

$

8,235 

 

Note payable to a financial institution; 6.1% interest rate; collateralized by vehicle; interest and principal due monthly through August 2013

 

 

30,990 

 

 

32,515 

 

Notes payable to Dutchess; collateralized by accounts receivable; 36% interest rate; all notes past due, in default and due on demand

 

 

675,000 

 

 

675,000 

 

Factoring arrangement, 80% advance rate on certain receivables, purchased with full recourse, rate of 2% charged on gross invoice amount, with an additional .06% charged for each day thereafter until paid in full, expires October 31, 2009

 

 

— 

 

 

77,785 

 

 

 

 

714,225 

 

 

793,535 

 

Less current portion

 

 

689,594 

 

 

767,295 

 

 Long-term portion

 

$


24,631 

 

$

26,240 

 

Convertible notes payable to Dutchess; 10% interest rate; maturities between December 2009 and March 2014; net of discount of $716,954 at March 31, 2009 ($645,509 at December 31, 2008)

 

$

1,445,108 

 

$


1,216,553 

 

Convertible, 5% note payable to Dutchess; due December 2010

 

 

 500,000 

 

 

 500,000 

 

 

 

$


1,945,108 

 

$

1,716,553 

 


Total interest expense during the three monthsperiods ended March 31, 2009 relatedSeptember 30, 2020 and 2019 respectively.

Common Stock

The Company is authorized to the Dutchess debentures, including amortization of the discount, was $145,920, which represented an effective interest rate of 24%. Total interest expense during the three months ended March 31, 2008 related to the Dutchess debentures, including amortization of the discount, was $141,239, which represented an effective interest rate of 28%.

During the quarter ended March 31, 2009, the Company issued convertible debentures along with warrants in exchange for $300,000. All of the convertible notes payable to Dutchess at March 31, 2009, contain a clause calling for an early redemption penalty of 20%. In addition, although Dutchess has not provided any indication it will do so, each of the convertible debenture agreements contain a provision under which Dutchess may request the Company to make amortizing payments on a monthly basis in an amount to be determined by the Companyissue 1,119,000,000 and Dutchess. As such, the total amount of debentures outstanding is classified as a current liability. The total amount of discount amortized to interest expense during the three months ended March 31, 2009 and 2008 was $57,126 and $74,671, respectively.



10



Subsequent to March 31, 2009, Dutchess converted an additional $3,920 of debentures into 350,000 shares of the Company’s common stock.

4. STOCKHOLDERS' DEFICIT

During the quarter ended March 31, 2009, the Company issued 1,614,2861,119,000,000 shares of common stock in satisfactionwith a par value of accrued expenses of $30,000. $0.001 as At September 30, 2020 and 2019 respectively.

Period ended September 30, 2020

The Company recorded $180,000has issued 169,922,436 and $179,507 in accumulated dividends on the outstanding Series B Preferred Stock for the three months ended March 31, 2009 and March 31, 2008, respectively. During the three months ended March 31, 2009, the Company issued warrants to acquire 1,500,000169,922,436 shares of our common stock. These warrants were issued in conjunction with the issuance of $300,000 in convertible debentures. These warrants are exercisable at $0.0001 per share for a seven year term. stock to more than 163 shareholders as At September 30, 2020 and December 31, 2019 respectively.

Warrants

No warrants were issued by the Company during the three month period ending March 31, 2008. No warrants were exercised by their holder, nor did any expire,or outstanding during the periods ending March 31, 2009ended September 30, 2020 and 2008.2019.

OPTIONS

During the three month periods ended March 31, 2009 and 2008, no options were awarded and no options were exercised or forfeited.Stock Options

The total fair value of options that vested duringCompany has never adopted a stock option plan and has never issued any stock options.

NOTE 17. SUBSEQUENT EVENTS

Pursuant to ASC 855-10, the three months ending March 31, 2009Company evaluated subsequent events after September 30, 2020 through November 18, 2020, the date these financial statements were issued and 2008 was $1,688 and $16,750, respectively.

As of March 31, 2009, the Company had 11,085,000 shares under option with a weighted average exercise price of $0.08 per share, a weighted average remaining contractual life of 4.5 years and an aggregate intrinsic value of $0. The aggregate intrinsic value represents the total intrinsic value (the difference between the closing stock price on March 31, 2009 of $0.02 and the exercise price, multiplied by the number of in-the-money options) that wouldhas determined there have been received by the option holders, had all option holders been able to and in fact, had exercised their options on March 31, 2009.

As of March 31, 2009, the Company had 250,000 unvested options outstanding that had a weighted average exercise price of $0.04 and a weighted average grant date fair value of $0.04 per share. $3,376 of unrecognized compensation expense related to non-vested optionsno subsequent events for which disclosure is expected to be recognized in full by September 30, 2009.

5. LEGAL PROCEEDINGS

On October 15, 2008, EON Corp. IP Holdings, LLC (“EON”) filed suit against the Company and other defendants in the United States District Court for the Eastern District of Texas, Tyler Division alleging patent infringement of its U.S. patents under the Patent Laws of the United States. Specifically, the complaint alleges that the Defendants are each infringing, directly or indirectly by way of inducement and/or contributory infringement, literally and/or under the doctrine of equivalents, EON’s patents entitled “Interactive Nationwide Data Service Communication System for Stationary and Mobile Battery Operated Subscriber Units. Further, EON seeks (i) a permanent injunction enjoining the Defendants from infringing on the patent; (ii) an award of damages against the Defendants for their alleged past infringement and any continuing or future infringement up through the date that Defendants a enjoined; (iii) a judgment and order requiring the Defendants to pay the costs of the action as well as attorneys’ fees; and (iv) interest on damages. The patents in question relate to certain two-way communication devices. required.  The Company disputes the claims, and intends to vigorously defend itself against this litigation. At this time, the Company isdid not able to determine the likely outcome of the legal matter described above, no can it estimate its potentialhave any material recognizable subsequent events that required disclosure in these financial exposure. Litigation is subject to inherent uncertainties, and if an unfavorable resolution of this matter occurs, the Company’s business, results of operations, and financial condition could be materially adversely affected.statements.




11



ITEM 2.

MANAGEMENT'S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Forward-Looking Statements in this

This Quarterly Report on Form 10-Q (including the exhibits)(this “Quarterly Report”) contains forward-looking statements. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that are not purely historical facts, includinginvestors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report and other written and oral statements regarding Nighthawk Systems, Inc.'s beliefs, expectations, intentions or strategies for the future, may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Allthat we make from time to time contain such forward-looking statements involve a numberthat set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,”“estimate,”“expect,”“project,”“intend,”“plan,”“believe,”“will” and similar expressions in connection with any discussion of risksfuture operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and uncertaintiesanticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.

We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from the plans, intentionsthose expressed in any forward-looking statements we make and expectations reflected in or suggested by thethat investors should not place undue reliance on any such forward-looking statements. Such risksFurther, any forward-looking statement speaks only as of the date on which such statement is made, and uncertainties include, among others, introduction of products in a timely fashion, market acceptance of new products, cost increases, fluctuations in and obsolescence of inventory, price and product competition, availability of labor and materials, development of new third-party products and techniques that render Nighthawk Systems, Inc.’s products obsolete, delay s in obtaining regulatory approvals, potential product recalls and litigation. Risk factors, cautionary statements and other conditions which could cause Nighthawk Systems, Inc.'s actual results to differ from management's current expectations are contained in Nighthawk Systems, Inc.'s filings with the Securities and Exchange Commission. Nighthawk Systems, Inc. undertakeswe undertake no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date on which such statement is made or to reflect the occurrence of this filing.anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

General

Business Overview

Video River Networks, Inc. (the “Company”) is a technology firm that operates and manages a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) assets, businesses and operations in North America.  The following information should be read in conjunction withCompany’s current and target portfolio businesses and assets include operations that design, develop, manufacture and sell high-performance fully electric vehicles and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies.  The Company currently maintains minor equity interest in: (1) Tesla, Inc. (TSLA), a California based maker of high-performance fully electric vehicles; (2) Electrameccanica Vehicles Corp. (SOLO), a British Columbia, Canada headquartered company that designs and builds the unaudited condensed consolidated financial statements included herein which are prepared in accordance with accounting principles generally accepted inall-electric SOLO and the United StatesTofino all-electric sport coupe; (3) Lordstown Motors Corp. (RIDE), a Lordstown, Ohio based company that designs and manufactures electric vehicles; (4) Fisker Inc. (FSR), a Los Angeles, California headquartered company that designs and builds all-electric, zero-emissions vehicles; (5) Nikola Corporation (NKLA), a Phoenix, Arizona company that designs and manufactures electric components, drivetrains and vehicles.

Our current technology-focused business model was a result of America for interim financial information.

OVERVIEW

our board resolution on September 15, 2020 to spin-in our specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company.  The Company's financial results include the accountsCompany has now returned back to its original technology-focused businesses of Nighthawk Systems, Inc.Power Controls, Battery Technology, Wireless Technology, and its wholly-owned, non-operating subsidiary, Peregrine Control Technologies, Inc. ("PCT"). On October 11, 2007,Residential utility meters and remote, mission-critical devices.  In addition to above list, the Company intends to spread its wings into the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets, targeting acquisition, ownership and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.


Video River Networks, Inc., prior to September 15, 2020, used to be a specialty real estate holding company, focuses on the assetsacquisition, ownership, and assumed certain liabilitiesmanagement of the Set-Top Boxspecialized industrial properties. Prior to its real estate business of Eagle Broadband, Inc. for $4,750,000 in cash. The assets acquired included all accounts receivable, inventory, equipment and intangibles. This acquisition was funded by a $6.0 million sale of Series B convertible preferred stock and warrants to Dutchess. The acquisition of the Set Top Box business in October 2007 was made in hopes of reducing or eliminating model, the Company’s monthly operating cash flow deficits. During 2008, set top box operations generated positive cash flows and assisted in reducing the amount of cash used by the Company in operating activities from $2.1 million in 2007 to approximately $925,000 in 2008. Howeve r, set top box sales have been negatively affected by the current economic downturn, so no assurance may be given that set top box operations will continue to benefit the Company during 2009.

The Company is a provider of wireless and IP-based control solutions for the utility and hospitality industries. Since 2002, Nighthawk’s Power Controls Division has used wireless technology to control both residential utility meters and remote, mission-critical devices.devices since 2002. The Set Top Box Division, acquired in October 2007, enables hotels to provide in-room high definition television (“HDTV”) broadcasts, integrated with video-on-demand, and customized guest services information. On August 14, 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 August 14, 2009.

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2009 AND MARCH 31, 2008

RevenueFollowing our board decision to transition back to our original technology-focused business model and to target Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets, we have identified several acquisition and collaboration candidates.  We have established minor equity interest in the following EV-AI-ML-R businesses: (1) Tesla, Inc. (TSLA), a California based maker of high-performance fully electric vehicles; (2) Electrameccanica Vehicles Corp. (SOLO), a British Columbia, Canada headquartered company that designs and builds the all-electric SOLO and the Tofino all-electric sport coupe; (3) Lordstown Motors Corp. (RIDE), a Lordstown, Ohio based company that designs and manufactures electric vehicles; (4) Fisker Inc. (FSR), a Los Angeles, California headquartered company that designs and builds all-electric, zero-emissions vehicles; (5) Nikola Corporation (NKLA), a Phoenix, Arizona company that designs and manufactures electric components, drivetrains and vehicles; (6) Veritone Inc. (VERI); (7) AudioEye Inc. (AEYE); (8) Cloudera, Inc. (CLDR), ; (9) eGain Corporation (EGAN); (9) Ideanomics, Inc (IDEX); (10) FLIR Systems (FLIR); (11) Rekor Systems, Inc (REKR); (12) ROBO Global Robotics and Automation Index ETF (ROBO); (13) iShares Robotics and Artificial Intelligence ETF (IRBO); (14)         First Trust Nasdaq Artificial Intelligence and Robotics ETF (CARZ); (15) AI Powered Equity ETF (AIEQ); (16) Global X Autonomous & Electric Vehicles ETF (DRIV); (17) Direxion Robotics, Artificial Intelligence & Automation Index Bull 3X Shares (UBOT); (18) The Global X Robotics & Artificial Intelligence ETF (BOTZ); (19) ETF Series Solutions - Defiance Quantum ETF (QTUM); (20) iRobot Corporation (IRBT); (21) AeroVironmnent (AVAV); (22) Globus Medical (GMED);  (23) Trimble (TRMB); (24) Intuitive Surgical (ISRG); and (25) Stereotaxis (STXS).  The Company shall keep adding to this portfolio and also rebalance the portfolio periodically to achieve optimal allocation across the EV-AI-ML-R market.

Our corporate office is located at370 Amapola Ave., Suite 200A, Torrance, California 90501. Our telephone number is (310) 895-1839.  As of September 30, 2020, we had no W-2 employee, but three of our officers and directors provide all the services without pay until we formally enter into employment contract with them as full-time employees.

EV-AI-ML-R Industry Outlook — North America

The Company monitors industry conditions in the North American EV-AI-ML-R market using monthly data as reported by those publicly traded companies in our portfolio for production and delivery to dealers and consumers. In addition, we monitor monthly trends as reported by each portfolio company, whose data is typically issued on a monthly basis. The Company believes that monthly EV-AI-ML-R market data is important as production, delivery and consumer purchases impact future orders and ultimately our portfolio company production.


Real Estate Business Objectives

Although we have pivoted to technology, our real estate business is still ongoing through our independently managed sub-subsidiaries including Alpharidge Capital LLC, Community Economic Development Capital, LLC and Opportunity Zone Capital LLC. Our principal business objective is to maximize stockholder returns through a combination of (1) distributions to our stockholders, (2) sustainable long-term growth in cash flows from increased rents, which we hope to pass on to stockholders in the form of increased distributions, and (3) potential long-term appreciation in the value of our properties from capital gains upon future sale.

The componentsCompany’s real estate holdings entails the ownership, operation, management, acquisition, development and redevelopment of predominantly multifamily housing and specialized industrial properties in the United States. Additionally, our specialized industrial property strategy is to acquire and own a portfolio of specialized industrial properties, including multifamily properties, hemp farms, CBD processing and medical-use cannabis facilities leased to tenants holding the requisite state licenses to operate in the regulated medical-use cannabis industry. This strategy includes the following components:

·

Owning Specialized Real Estate Properties and Assets for Income.  We intend to primarily acquire multifamily housings, economic development real estates, hemp farms, CBD processing facilities and multifamily properties, hemp farms, CBD processing and medical-use cannabis facilities leased licensed growers who will continue their cultivation operations after our acquisition of the property. We expect 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.  We intend to primarily lease our acquired properties under long-term, triple-net leases. However, from time to time, we may elect to sell one or more properties if we believe it to be in the best interests of our stockholders. Accordingly, we will seek to acquire properties that we believe also have potential for long-term appreciation in value.

·

Expanding into Additional States Permit Medical-Use Cannabis Cultivation and Production.  We intend to acquire properties in the United States, with a focus on states that permit cannabis cultivation for medical use.

·

Affordable Housing.  Our 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 our Balance Sheet. We intend to focused on maintaining a conservative capital structure, in order to provide us flexibility in financing our growth initiatives.

As of September 30, 2020, we owned one investment property in California, and we expect to continue to expand to other real estate asset classes including hemp and multifamily properties, hemp farms, CBD processing and medical-use cannabis facilities.  We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring tenants’ satisfaction, increasing rents as market conditions allow, maximizing rent collections, maintaining property occupancy at optimal levels, and controlling operating costs comprise our principal strategies to maximize property financial results. We believe a web-based property management and revenue management systems strengthen on-site operations and allow us to quickly adjust rental rates as local market conditions change. Lease terms are generally staggered based on vacancy exposure by property type so lease expirations are matched to each property's seasonal rental patterns. We generally offer leases ranging from twelve to fifteen months with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to help ensure timely response to tenants' changing needs and a high level of satisfaction.

Our Affordable Housing Target Markets

Our multifamily affordable housing target market is focused on urban and suburban neighborhoods in California, Nevada and Maryland and other highly urbanized states.  We are also open to acquiring properties in opportunity zone multifamily properties that includes most urban neighborhoods of the United States, including underserved suburbs of major cities across the country.


Research Driven Approach to Investments The Company believes that successful real estate investment decisions and portfolio growth begin with extensive regional economic research and local market knowledge. The Company continually assesses markets where the Company operates, as well as markets where the Company considers future investment opportunities by evaluating markets and focusing on the following strategic criteria:

Major metropolitan areas that have regional population in excess of one million;

Constraints on new supply driven by: (i) low availability of developable land sites where competing housing could be economically built; (ii) political growth barriers, such as protected land, urban growth boundaries, and potential lengthy and expensive development permit processes; and (iii) natural limitations to development, such as mountains or waterways;

Rental demand enhanced by affordability of rents relative to costs of for-sale housing; and

Housing demand based on job growth, proximity to jobs, high median incomes and the quality of life including related commuting factors.

Recognizing that all real estate markets are cyclical, the Company regularly evaluates the results of its regional economic, and local market research, and adjusts the geographic focus of its portfolio accordingly. The Company seeks to increase its portfolio allocation in markets projected to have the strongest local economies and to decrease allocations in markets projected to have declining economic conditions. Likewise, the Company also seeks to increase its portfolio allocation in markets that have attractive property valuations and to decrease allocations in markets that have inflated valuations and low relative yields.

Multifamily Property Operations – The Company intends to manage its multifamily properties by focusing on activities that may generate above-average rental growth, tenant retention/satisfaction and long-term asset appreciation.  The Company intends to achieve this by utilizing the strategies set forth below:

Property Management Oversee delivery and quality of the housing provided to our tenants and manage the properties financial performance.

Capital Preservation – The Company's asset management services are responsible for the planning, budgeting and completion of major capital improvement projects at the Company’s multifamily properties.

Business Planning and Control – Comprehensive business plans are implemented in conjunction with significant investment decisions. These plans include benchmarks for future financial performance based on collaborative discussions between on-site managers, the operations leadership team, and senior management.

Development and Redevelopment – The Company focuses on acquiring and developing apartment multifamily properties in supply constrained markets, and redeveloping its existing multifamily properties to improve the financial and physical aspects of the Company’s multifamily properties.

Our Specialized Industrial Properties Target Markets

The targets for our Specialized Industrial Properties are CBD processing facilities and hemp farms.   We believe we are well positioned in our current markets and have the expertise to take advantage of new opportunities as they arise. These capabilities, combined with what we believe is a conservative financial structure, should allow us to concentrate our growth efforts toward selective opportunities to enhance our strategy of having a geographically diverse portfolio of assets which meet the requirements of our tenants.

We continue to operate in our core markets which we believe provides an advantage due to economies of scale. We believe, where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing multiple properties in the same market. However, consistent with our goal of generating sustained earnings growth, we intend to selectively dispose of properties and redeploy capital for various strategic reasons, including if we determine a property cannot meet our long-term earnings growth expectations.

We try to maximize capital appreciation of our properties by investing in markets characterized by conditions favorable to multifamily property appreciation. These markets generally feature the following:

Strong economic growth leading to household formation and job growth, which in turn should support higher demand for our properties; and

An attractive quality of life, which may lead to higher demand and retention for our properties and allow us to more readily increase rents.


Subject to market conditions, we intend to continue to seek opportunities to develop new multifamily properties, and to redevelop, reposition and acquire existing multifamily properties. We also intend to evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities arise.

We expect to maintain a strong balance sheet and preserve our financial flexibility by continuing to focus on our core fundamentals which currently are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We intend to meet our near-term liquidity requirements through a combination of one or more of the following: cash flows generated from operations, draws on our unsecured credit facility or other short-term borrowing, proceeds from property dispositions, other unsecured borrowings, or secured mortgages.

Maintaining a Diversified Portfolio and Allocating Capital to Accretive Investment Opportunities.

We believe greater portfolio diversification, as defined by geographic concentration, location within a market (i.e., urban or suburban) and property quality (i.e., A or B), reduces the volatility of our same-store growth throughout the real estate cycle, appeals to a wider renter and investor audience and lessens the market risk associated with owning a homogenous portfolio.

We are focused on increasing our presence in markets with favorable job formation, high propensity to rent, low single-family home affordability, and a favorable demand/supply ratio for multifamily housing. Portfolio investment decisions consider internal analyses and third-party research.

Our operating focus is on balancing occupancy and rental rates to maximize our revenue while exercising tight cost control to generate the highest possible return to our shareholders.  Revenue is maximized by attracting qualified prospects to our properties, cost-effectively converting these prospects into new tenants and keeping our tenants satisfied so they will renew their leases upon expiration.  While we believe that it is our high-quality, well-located assets that bring our customers to us, it is the customer service and superior value provided by our on-site personnel that keeps them renting with us and recommending us to their friends.

We use technology to engage our tenants, stakeholder and customers in the way that they want to be engaged.  Many of our tenants would utilize our web-based tenant portal and app which allows them to sign and renew their leases, review their accounts and make payments, provide feedback and make service requests on-line or with mobile devices.

Market Opportunity

The Industrial Real Estate Sub-Market

The industrial real estate sub-market continues to perform well in this real estate cycle. According to CBRE Group, Inc., the U.S. industrial property vacancy rate declined to 4.3% in the fourth quarter of 2018, reflecting the 35th consecutive quarter of positive net absorption. Nearly 30.0 million square feet of industrial real estate were absorbed in 2018, which resulted in the highest net asking rents since CBRE Group, Inc. began tracking this metric in 1989.

We believe this supply/demand dynamic creates significant opportunity for owners of industrial facilities, particularly those focused on niche categories, as options are limited for tenants requiring specialized buildings. We intend to capitalize on this opportunity by purchasing specialized industrial real estate assets that are critical to the hemp and CBD industry.

STRATEGY

Our Financing Strategy


As part of our plan to finance our activities, we utilize proceeds from debt and equity offerings and refinancing to extend maturities, pay down existing debt, fund development and redevelopment activities, and acquire rental properties.  We use mortgage with reasonable terms on all our acquisitions.

We intend to meet our long-term liquidity needs through cash flow from operations and the issuance of equity and debt securities, including common stock, preferred stock and long-term notes. Where possible, we also may issue limited partnership interests in our Operating Partnership to acquire properties from existing owners seeking a tax-deferred transaction. We expect to issue equity and debt securities at times when we believe that our stock price is at a level that allows for the reinvestment of offering proceeds in accretive property acquisitions. We may also issue common stock to permanently finance properties that were previously financed by debt securities. However, we cannot assure you that we will have access to the capital markets at times and on terms that are acceptable to us. Our ability to access the capital markets and to obtain other financing arrangements is also significantly limited by our focus on serving the medical-use cannabis industry. Our investment guidelines initially provide that our aggregate borrowings (secured and unsecured) will not exceed 50% of the cost of our tangible assets at the time of any new borrowing, subject to our board of directors' discretion.

We may file a shelf registration statement, which would subsequently be declared effective by the SEC, which may permit us, from time to time, to offer and sell common stock, preferred stock, warrants and other securities to the extent necessary or advisable to meet our liquidity needs.

Portfolio Management

Our portfolio management strategy involves the allocation of investment capital to enhance rent growth and increase long-term capital values through portfolio design, emphasizing land value as well as location and submarket. We target geographic diversification in our portfolio in order to reduce the volatility of our rental revenue and to reduce the risk of undue concentration in any particular market. Similarly, we seek price point diversification by owning multifamily properties that offer properties at rents below those asked by competitive new building supply.

Acquisitions and Dispositions

Acquisitions and developments may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity and debt, sales of properties and joint venture arrangements.  In addition, the Company may acquire properties in transactions that include Operating Partnership (OP) Units as consideration for the acquired properties.  Such transactions may, in certain circumstances, enable the sellers to defer, in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales. 

When evaluating potential acquisitions, we consider a wide variety of factors, including:

                • whether it is located in a high barrier-to-entry market;

                • population growth, cost of alternative housing, overall potential for economic growth and the tax and regulatory environment of the community in which the property is located;

                • geographic location, including proximity to jobs, entertainment, transportation, and our existing communities which can deliver significant economies of scale;

                • construction quality, condition and design of the property;

                • current and projected cash flow of the property and the ability to increase cash flow;

                • ability of the property’s projected cash flows to exceed our cost of capital;

                • potential for capital appreciation of the property;

                • ability to increase the value and profitability of the property through operations and redevelopment;

                • terms of resident leases, including the potential for rent increases;

                • occupancy and demand by tenants for properties of a similar type in the vicinity;

                • prospects for liquidity through sale, financing, or refinancing of the property; and

                • competition from existing multifamily communities and the potential for the construction of new multifamily properties in the area.

Our Acquisition Process and Underwriting Criteria


We identify property acquisition opportunities primarily through relationships developed over time by our officers with former borrowers, current joint venture partners, real estate investors and brokers. We are interested in acquiring the following types of properties:

Class B or better properties with strong and stable cash flows in markets where we believe there exists opportunity for rental growth and further value creation;

Class B or better properties that offer significant potential for capital appreciation through repositioning or rehabilitating the asset to drive rental growth;

properties available at opportunistic prices providing an opportunity for a significant appreciation in value; and

development of Class A properties in markets where we believe we can generate significant returns from the operation and if appropriate, sale of the development.

We regularly monitor our assets to increase the quality and performance of our portfolio. Factors we consider in deciding whether to dispose of a property include:

current market price for an asset compared to projected economics for that asset;

potential increases in new construction in the market area;

areas with low job growth prospects;

markets where we do not intend to establish a long-term concentration; and

operating efficiencies.

Additionally, as part of our strategy, the Company purchases properties at various stages of occupancy and completion and may acquire land parcels to hold and/or sell as well as options to buy more land in the future.  The Company may also seek to acquire properties by providing mezzanine financing/equity and/or purchasing defaulted or distressed debt that encumbers desirable properties.

The Company has done an extensive positioning planning of its portfolio into urban and highly walkable, close-in suburban communities.  The Company targets properties and primarily located in markets and submarkets it believes will remain attractive long-term because they are primarily located in the urban and high-density suburban areas noted above.

Environmental, Social and Governance (“ESG”)

We endeavor to provide a richly diverse work environment that employs the highest performers, cultivates the best ideas and creates the widest possible platform for success.  We are committed to elevating and supporting the core values of diversity and inclusion, “Total Well-Being” (which brings together physical, financial, career, social and community well-being into a cohesive whole), and environmental, social and governance (“ESG”), which includes sustainability and social responsibility, by actively engaging in these areas.  Each member of the executive team maintains an annual goal related to these core values, which is evaluated by the Company’s Board of Trustees.  Our goal is to create and sustain an inclusive environment where diversity will thrive, employees will want to work and tenants will want.  We are committed to providing our employees with encouragement, guidance, time and resources to learn and apply the skills required to succeed in their jobs.  We provide many classroom and on-line training courses to assist our employees in interacting with prospects and tenants as well as extensive training for our customer service specialists in maintaining our properties and improvements, equipment and appliances.  We actively promote from within and many senior corporate and property leaders have risen from entry level or junior positions.  We monitor our employees’ engagement by surveying them annually and find most employees say they are proud to work at the Company, value one another as colleagues, believe in our mission and values and feel their skills meet their job requirements.   

We have a commitment to sustainability and consider the environmental impacts of our business activities.  Sustainability and social responsibility are key drivers of our focus on creating the best properties for tenants operate, work and play.  We have a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities.  With its high density, multifamily housing is, by its nature, an environmentally friendly property type.  Our recent acquisition and development activities have been primarily concentrated in pedestrian-friendly urban and close-in suburban locations near public transportation.  When developing and renovating our properties, we strive to reduce energy and water consumption by investing in energy saving technology while positively impacting the experience of our tenants and the value of our assets.  We continue to implement a combination of irrigation, lighting, HVAC and renewable energy improvements at our properties that will reduce energy and water consumption.  For 2020, we continue to have an express company-wide goal for Total Well-Being, which includes  enhanced ESG efforts.  Employees, including our executives, will have their performance against our various  Total Well-Being  goals evaluated as part of our annual performance review process.


Buyouts of Joint Venture Partners

From time to time, we acquire our joint venture partner's equity interest in projects and as a result, these properties are wholly-owned by us.

Risk Management

As of September 30, 2020, we owned one real estate investment property.  We embrace portfolio diversification at acquisitions as our main risk management strategy. We intend to diversify the investment size and location of our portfolio of properties in order to manage our portfolio-level risk. Over the long term, we intend that no single property will exceed 25% of our total assets.

We expect that single tenants will occupy our properties pursuant to triple-net lease arrangements in general and, therefore, the success of our investments will be materially dependent on the financial stability of these tenants. We expect the success of our future tenants, and their ability to make rent payments to us, to significantly depend on the projected growth and development of the applicable state market; as many of these state markets have a very limited history, and other state markets are still forming their regulations, issuing licenses and otherwise establishing the market framework, significant uncertainty exists as to whether these markets will develop in the way that we or our future tenants project.

We intend to evaluate the credit quality of our future tenants and any guarantors on an ongoing basis by reviewing, where available, the publicly filed financial reports, press releases and other publicly available industry information regarding our future tenants and any guarantors. In addition, we intend to monitor the payment history data for all of our future tenants and, in some instances, we monitor our future tenants by periodically conducting site visits and meeting with the tenants to discuss their operations. In many instances, we will generally not be entitled to financial results or other credit-related data from our future tenants.

Competition

The current market for properties that meet our investment objectives is limited. In addition, we believe finding properties that are appropriate for the specific use of allowing medical-use cannabis growers may be limited as more competitors enter the market, and as medical-use cannabis growers obtain greater access to alternative financing sources, including but not limited to equity and debt financing sources. We face significant competition from a diverse mix of market participants, including but not limited to, other companies with similar business models, independent investors, hedge funds and other real estate investors, hard money lenders, and cannabis operators themselves, all of whom may compete with us in our efforts to acquire real estate zoned for multifamily properties, hemp farms, CBD processing and medical-use cannabis facilities. In some instances, we will be competing to acquire real estate with persons who have no interest in the cannabis industry, but have identified value in a piece of real estate that we may be interested in acquiring.

These competitors may prevent us from acquiring desirable properties or may cause an increase in the price we must pay for properties. Our competitors may have greater financial and operational resources than we do and may be willing to pay more for certain assets or may be willing to accept more risk than we believe can be prudently managed. In particular, larger companies may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. Our competitors may also adopt transaction structures similar to ours, which would decrease our competitive advantage in offering flexible transaction terms. In addition, due to a number of factors, including but not limited to potential greater clarity of the laws and regulations governing medical-use cannabis by state and federal governments, the number of entities and the amount of funds competing for suitable investment properties may increase substantially, resulting in increased demand and increased prices paid for these properties. If we pay higher prices for properties, our profitability may decrease, and you may experience a lower return on our common stock. Increased competition for properties may also preclude us from acquiring those properties that would generate attractive returns to us.


Competitive Strengths in Affordable Housing

On affordable housing, all of the Company’s targeted properties are located in developed areas that include other properties.  The number of competitive properties in a particular area could have a material effect on the Company’s ability to lease units at its properties and on the rents charged.  The Company may be competing with other entities that have greater resources than the Company and whose managers have more experience than the Company’s managers.  In addition, other forms of rental properties provide alternatives to potential renters of our properties. 

We believe that, in general, we are well-positioned to compete effectively for tenants and investments. We believe our competitive advantages include:

a fully integrated organization with property management, development, redevelopment, acquisition, marketing, sales and financing expertise;

scalable operating and support systems, which include automated systems to meet the changing electronic needs of our residents and to effectively focus on our Internet marketing efforts;

access to sources of capital;

geographic diversification with a presence in markets across the country; and

significant presence in many of our major markets that allows us to be a local operating expert.

Moving forward, we will continue to optimize lease management, improve expense control, increase resident retention efforts and align employee incentive plans with our bottom line performance. We believe this plan of operation, coupled with the portfolio’s strengths in targeting renters across a geographically diverse platform, should position us for continued operational upside.

The real estate business is cyclical. Real estate cycles are generally impacted by many factors, including availability of equity and debt capital, borrowing cost, rent levels, and asset values. Our strategy will result in a strong track record of creating both asset and entity value for the benefit of our shareholders and partners over these various real estate cycles. 

Governmental Regulation

Environmental Matters

Our properties and the operations thereon are subject to federal, state and local environmental laws, ordinances and regulations, including laws relating to water, air, solid wastes and hazardous substances. Our properties and the operations thereon are also subject to federal, state and local laws, ordinances, regulations and requirements related to the federal Occupational Safety and Health Act, as well as comparable state statutes relating to the health and safety of our employees and others working on our properties. Although we believe that we and our future tenants are in material compliance with these requirements, there can be no assurance that we will not incur significant costs, civil and criminal penalties and liabilities, including those relating to claims for damages to persons, property or the environment resulting from operations at our properties.

Real Estate Industry Regulation

Generally, the ownership and operation of real properties are subject to various laws, ordinances and regulations, including regulations relating to zoning, land use, water rights, wastewater, storm water runoff and lien sale rights and procedures. These laws, ordinances or regulations, such as the Comprehensive Environmental Response and Compensation Liability Act and its state analogs, or any changes to any such laws, ordinances or regulations, could result in or increase the potential liability for environmental conditions or circumstances existing, or created by tenants or others, on our properties. Laws related to upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of our properties or other impairments to operations, any of which would adversely affect our cash flows from operating activities.


Our property management activities, to the extent we are required to engage in them due to lease defaults by tenants or vacancies on certain properties, will likely be subject to state real estate brokerage laws and regulations as determined by the particular real estate commission for each state.

Insurance

We carry comprehensive general liability coverage on our communities, with limits of liability customary within the multi-family properties industry to insure against liability claims and related defense costs. We are also insured, with limits of liability customary within the real estate industry, against the risk of direct physical damage in amounts necessary to reimburse us on a replacement cost basis for costs incurred to repair or rebuild each property, including loss of rental income during the reconstruction period.

Our primary lines of insurance coverage are property, general liability and workers’ compensation. We believe that our insurance coverages adequately insure our multifamily properties against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, terrorism and other perils, and adequately insure us against other risk. Our coverage includes deductibles, retentions and limits that are customary in the industry. We have established loss prevention, loss mitigation, claims handling and litigation management procedures to manage our exposure.

Seasonality

Our business has not been, and we do not expect it to become subject to, material seasonal fluctuations.

Employees

We do not have a W-2 employee at the present.  Frank Ikechukwu Igwealor, our President, Chief Executive Officer and Chief Financial Officer, is our only full-time staff As of September 30, 2020, pending when we could formalize an employment contract for him.   In addition to Mr. Igwealor, we have three part-time unpaid staff who helps with bookkeeping and administrative chores.  Most of our part-time staff, officers, and directors will devote their time as needed to our business and are expect to devote at least 15 hours per week to our business operations.  We plan on formalizing employment contract for those staff currently helping us without pay.  Furthermore, in the immediate future, we intend to use independent contractors and consultants to assist in many aspects of our business on an as needed basis pending financial resources being available. We may use independent contractors and consultants once we receive sufficient funding to hire additional employees. Even then, we will principally rely on independent contractors for substantially all of our technical and marketing needs.

The Company has no written employment contract or agreement with any person. Currently, we are not actively seeking additional employees or engaging any consultants through a formal written agreement or contract. Services are provided on an as-needed basis to date. This may change in the event that we are able to secure financing through equity or loans to the Company.  As our company grows, we expect to hire more full-time employees.

Plan of Operations

Plan of Operation for the Next Twelve (12) Months

Although we have pivoted to technology, our real estate business is still ongoing through our independently managed sub-subsidiaries including Alpharidge Capital LLC, Community Economic Development Capital, LLC and Opportunity Zone Capital LLC. As the Company moves ahead to implement its business plan, the Company will begin to identify and acquire complimentary Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses and internally-manage a real estate holdings focused on affordable housing and specialized properties across the United States. We plan to acquire control-stake or minor equity positions in EV-AI-ML-R businesses and both single family residence (SFR) and multi-family and specialized commercial properties including sale-leaseback transactions and third-party purchases. On specialized commercial properties we expect to lease our properties on a triple-net lease basis, where the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term, including structural repairs, maintenance, taxes and insurance.


We plan to conduct our affordable housing business through a traditional umbrella partnership real estate holding company, in which our properties are owned by our Operating Partnership, directly or through subsidiaries. We shall be the sole general partner of our Operating Partnership and own, directly or through a subsidiary, 100% of the limited partnership interests in our Operating Partnership.

There is no assurance that we would be able to put the property to good use such as renting it to eligible low-income family / tenant.  If we are unable to put them to productive use, we would be forced to sell them and use the money generated from the sales to pay off the loans used to acquire them. 

To effectively fund our business plan, we must raise additional capital.   But there can be no assurance that we will be able to raise the capital necessary to acquire, own or hold profitable businesses and real properties.  Moreover, there can be no assurance that we will be able to raise the capital necessary to execute our business plan and also to acquire, own or hold complimentary businesses and real properties.

Within the next twelve months, we intend to use income generated from our operations to hire employees that would help us to raise capital to build our company.  There is no assurance that we would be able to generate income from our operations in the near future.

We intend to implement the following tasks within the next twelve months:

  1. Month 1-3: Phase 1 (1-3 months in duration; complete rehabilitation of the opportunity zone located property and put it to good use)
    1. Continue to develop and build our EV-AI-ML-R portfolio utilizing dollar cost averaging when necessary to achieve objective
    2. Identify 4 other properties to acquire
    3. Identify 2 profitable businesses to acquire
    4. Sign purchase agreement with the sellers of the 2 profitable businesses and 4 properties identified above;
    5. Acquire and consolidate the revenue from those six acquisitions.
  2. Month 3-6 Phase 2 (1-3 months in duration; cost control, process improvements, admin & mngt.).
    1. Integrate acquisitions into NIHK’s model – consolidate the management of the acquired businesses and properties including integration of their accounting and finance systems, synchronization of their operating systems, and harmonization of their human resources functions.
    2. Complete and file quarterly reports and other required filings for the quarter
  3. Month 6-9:  Phase 3 (1-3 months in duration; $5 million in estimated fund receipt)
    1. Identify and acquire 2 profitable businesses and 4 properties that are complementary/similar properties or assets in the target market
  4. Month 9-12: Phase 4  (1-3 months duration; use acquired businesses’ free cash flow for more acquisitions)
    1. Run the businesses efficiently, giving employees a conducive and friendly workplace and add value to investors and shareholders by identifying and reducing excesses and also identifying and executing growth strategies
    2. Acquire 2 profitable businesses and 4 more properties especially in regions where RE is at or below their book-value.  
  5. Operating expenses during the twelve months would be as follows:
    1. For the five months through December 31, 2020, we anticipate to incur general and other operating expenses of $238,000. 
    2. For the six months through July 31, 2021 we anticipate to incur additional general and other operating expenses of $382,000. 

As noted above, the execution of our current plan of operations requires us to raise significant additional capital immediately. If we are successful in raising at least $620,000 in capital, we hope that the Company will have sufficient cash resources to fund its plan of operations for the next twelve months. If we are unable to do so, our ability to continue as a going concern will be in jeopardy, likely causing us to curtail and possibly cease operations.

We continually evaluate our plan of operations discussed above to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations. The inability to secure additional capital would have a material adverse effect on us, including the possibility that we would have to sell or forego a portion or all of our assets or cease operations. If we discontinue our operations, we will not have sufficient funds to pay any amounts to our stockholders.

Because our working capital requirements depend upon numerous factors there can be no assurance that our current cash resources will be sufficient to fund our operations. At present, we have no committed external sources of capital, and do not expect any significant product revenues for the foreseeable future. Thus, we will require immediate additional financing to fund future operations. There can be no assurance, however, that we will be able to obtain funds on acceptable terms, if at all.

Where You Can Find More Information

We have restarted filing annual, quarterly, and special reports, proxy statements, and other information with the Securities and Exchange Commission (“SEC”). Our SEC filings are available to the public over the Internet from the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

Components of Our Results of Operations

Revenue

We generate revenue primarily from net revenue from trading, commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents, and from the sale of homes.


Real Estate Services Revenue

Brokerage Revenue—Brokerage revenue includes our offer and listing services, where our lead agents represent homebuyers and home sellers. We recognize commission-based brokerage revenue upon closing of a brokerage transaction, less the amount of any commission refunds, closing-cost reductions, or promotional offers that may result in a material right. Brokerage revenue is affected by the number of brokerage transactions we close, the mix of brokerage transactions, home-sale prices, commission rates, and the amount we give to customers.

Partner RevenuePartner revenue consists of fees paid to us from partner agents or under other referral agreements, less the amount of any payments we make to customers. We recognize these fees as revenue on the closing of a transaction. Partner revenue is affected by the number of partner transactions closed, home-sale prices, commission rates, and the amount we refund to customers. If the portion of customers we introduce to our own lead agents increases, we expect the portion of revenue closed by partner agents to decrease.

Properties Revenue

Properties RevenueProperties revenue consists of revenue earned when we sell homes that we previously bought directly from homeowners. Properties revenue is recorded at closing on a gross basis, representing the sales price of the home.

Other Revenue

Other Revenue—Other services revenue includes fees earned from mortgage origination services, title settlement services, Walk Score data services, and their associated percentagesadvertising. Substantially all fees and revenue from other services are recognized when the service is provided.

Intercompany Eliminations

Intercompany EliminationsRevenue earned from transactions between operating segments are eliminated in consolidating our financial statements. Intercompany transactions primarily consist of total revenues,services performed from our real estate services segment for our properties segment.

Cost of Revenue and Gross Margin

Cost of revenue consists primarily of home-touring and field expenses, listing expenses, home costs related to our properties segment, office and occupancy expenses, and depreciation and amortization related to fixed assets and acquired intangible assets. Home costs related to our properties segment include home purchase costs, capitalized improvements, selling expenses directly attributable to the transaction, and home maintenance expenses.

Gross profit is revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue. Our gross margin has and will continue to be affected by a number of factors, but the most important are the mix of revenue from our relatively higher-gross-margin real estate services segment and our relatively lower-gross-margin properties segment, real estate services revenue per transaction, agent and support-staff productivity, personnel costs and transaction bonuses, and, for properties, the home purchase costs.


Results of Operations

Results of Operations

Three Months ended September 30, 2020

Revenue and net gain from sales of investments under trading securities ― The Company recorded $19,187 in net gain from sales of investments under trading securities for the three months ended March 31, 2009 and 2008 areSeptember 30, 2020, as follows:

 

 

Three Months Ended March 31,

 

 

2009

 

2008

Set-Top Box

   

$

52,728 

   

52%

   

$

517,533 

   

62%

Utility products

 

 

 

 

 

140,288 

 

17%

General power control products              

 

 

29,444 

 

29%

 

 

153,740 

 

19%

Airtime and access services

 

 

19,190 

 

19%

 

 

14,760 

 

2%

 

 

$

101,362 

 

  100%

 

$

826,321 

 

  100%




12



The Company’s resultscompared to $0.00 for the first quarter of 2009 were negatively affected by the downturn in the U.S. economy. After averaging more than $450,000 in quarterly revenue from set top box sales in 2008, the Company produced only $52,728 in set top box revenues during the first quarter of 2009. Hotel owners and operators drastically reduced spending on technology during the latter stages of 2008 as occupancy rates fell significantly, and that trend has continued thus far in 2009. During the first quarter of 2009, the Company only received one significant order for set top boxes, for 320 units which was delivered during the second quarter of 2009. As of the date of this report, the Company does not foresee any significant improvement in this market until at least the second half of the year. It is the Company’s objective to try to manage this division of the Company on a cash-flow breakeven basis, until and unless it can bring in new investment into the Company or additional sales to support additional marketing efforts related to the business.period ending ended September 30, 2019.  The Company originally acquired the business in hopes that it would provide additional cash flows to support growth of its power controls division, which it did in 2008, so it does not want the set top box business to drain cash from the Company’s overall operations.

The economic downturn also negatively impacted revenues generated from sales of the Company’s power controls division. The Company received orders totaling approximately $320,000 which would have normally been produced during the quarter ended March 31, 2009 based on typical production schedules. However, tightened credit conditions have resulted in substantially longer lead times for parts this far in 2009, as many of our vendors have been forced to reduced inventory levels that they maintain. Lead times for critical components increased from 2 – 4 weeks to 10-12 weeks, meaning that the Company was unable to complete orders for shipping within the first quarter as it would have liked to. As a result, the Company recognized only $29,444 in revenues from product shipments during the quarter, in spite of having in excess of $300,000 in orders in house.  The Company expects the remaining orders to ship during the second quarter o f 2009.

The Company expects demand for its power control products to remain strong, and possibly increase, during the remainder of 2009 in spite of the economic downturn as its customers continue to seek ways to cut costsrecord any real estate related to their field operations. In addition, the Company expects demand for its new two-way products to increase overall Company sales results during the latter half of 2009 as it begins to introduce the products to the marketplace.  As of the date of this report, the Company has approximately $730,000 in orders in house for power control products which have not yet been built or shipped.

Airtime and access services revenues, generated on a recurring basis by the Company by reselling access to wireless networks, increased slightly from the first quarter of 2008 to the first quarter of 2009. The increase in airtime revenues results from the increase in the number of the Company’s units being purchased and placed into operation by customers.

Cost of Revenue

Cost of revenues includes parts and pre-manufactured components used to assemble our products as well as allocated overhead for production personnel and facilities costs. Approximately $17,000 of amortization expense associated with software and patents acquired with the set top box operation is also included in cost of revenue bringing the total cost of revenues for the quarter to approximately $98,000.  Due to the decreased level of business described above and the inclusion of overhead and depreciation expense in cost of revenues, the Company’s gross profit margin declined significantly for the three months ended March 31, 2009 as compared to the gross profit margin for the three months ended March 31, 2008.  As the Company resumes and accelerates production during the remainder of 2009, it expects gross profit margins to return to levels experienced in the latter half of 2008.September 30, 2020.

Selling, General and Administrative Expense

Selling, general and administrativeOperating Expenses ― Total operating expenses for the three months ended March 31, 2009 decreased 37%September 30, 2020 was $22,414, as compared to $5,698 for the period ending ended September 30, 2019.

Net income ― Net loss from $629,289operations for three months ended September 30, 2020 was $3,379. As compared to $5,698 for the period ending ended September 30, 2019.Unrealized loss (gain) from securities trading was $39,359. Dividends were $152.00. Net loss before taxation was $42,586.

Nine Months ended September 30, 2020, as Compared to Nine Months ended September 30, 2019

Revenue and net gain from sales of investments under trading securities ― The Company recorded $79,194 in net gain from sales of investments under trading securities and $1,205,000 in revenue from sales of investment properties, for the nine months ended September 30, 2020 as compared to $0.00 for the same period of September 30, 2019.

Operating Expenses ― Total operating expenses for the nine months ended September 30, 2020 was $128,268 as compared to $6.198 in the 2008same period in, 2019, due to $398,573increased operating activities during the period ended September 30, 2020.

Net Loss ― Net loss from operations for nine months ended September 30, 2020 was $24,082. As compared to $6.198 for the period ending ended September 30, 2019. Unrealized loss (gain) from securities trading was $107,187. Net interest income was $8.00 and Dividends were $173.00. Net loss before taxation was $131,088.

Financial Condition, Liquidity and Capital Resources

As of September 30, 2020, the Company had a working capital of $828,499, consisting of $5,341 in cash, $22,961 in Trading Securities, $970,148 in investment properties inventory, minus $5,542 in marginal loan payable, and $163,632 of line credit.

The Company had $22,961 inventory of Trading Securities as of September 30, 2020 as compared to $0.00 for the 2009period ending December 31, 2019.

For the nine months ended September 30, 2020, the Company used $104,360 on operating activities, generated $524,328 on investing activities and used $426,860 from financing activities, resulting in a decrease in total cash of $6,891 and a cash balance of $5,341 for the period.  Expenses between

Total Notes Payable for related and unrelated parties increased by $453,761 for the periods declined primarilyperiod ended September 30, 2020, compared to the fiscal year ended December 31, 2019 of $45,517.


As of September 30, 2020, total stockholders’ deficit increased to $74,966 compared to $(379) as of December 31, 2019.

As of September 30, 2020, the Company had a resultcash balance of reduced professional fees and research and development costs.$5,341 (i.e. cash is used to fund operations). The Company does not expect major fluctuations in personnel and administrative expenses in the near term as it believes it has the abilitybelieve our current cash balances will be sufficient to produce sufficient growthallow us to achieve positive cash flows without adding a significant number of employees.



13



Depreciation and Amortization Expense

Depreciation and amortization decreased approximately $11,000 between the two periods presented. The Company began recording a portion of software and patent amortization as a cost of revenues in the second quarter of 2008.

Interest Expense

Interest expense increased $23,567, or 12%, between the periods presented due to the issuance of additional debt during the 12 month period ending March 31, 2009.

Net loss to common stockholders

The net loss applicable to common stockholdersfund our operating plan for the three-month period ended March 31, 2009 was approximately $887,000 compared to approximately $950,000 for the three-month period ended March 31, 2008. A large portion of this loss is the result of the recognition of non-cash expenses such as interest, taxes, depreciation and amortization, and accumulated dividends on preferred stock. In spite of the large decrease in revenues between the two periods, the loss before interest, depreciation and amortization, taxes and accumulated dividends (commonly referred to as “EBITDA”) improved to approximately $395,000 for the three months ended March 31, 2009 from the loss of approximately $471,000 for the three months ended March 31, 2008. This improvement was due primarily to the above-mentioned reduction in selling, general and administrative expenses between the periods presented, which more than of fset the decrease in margin dollars produced by the Company.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s financial statements for the three-month period ended March 31, 2009 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Report of our Independent Registered Public Accounting Firm on the Company's financial statements as of and for the year ended December 31, 2008 includes a "going concern" explanatory paragraph which means that the auditors stated that conditions exist that raise substantial doubt about the Company'snext twelve months. Our ability to continue as a going concern.

Since 2004, the Company has reliedconcern is dependent on an investment agreement with Dutchess Private Equities, II, L.P. (“Dutchess”)us obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain fundsadequate capital, we could be forced to covercease operations or substantially curtail its operating cash flows and deficits.drug development activities. These conditions raise substantial doubt as to our ability to continue as a going concern. The Company remains in discussions with Dutchess about the Company’s operating cash requirements but presently has no formal agreement with Dutchess to provide additional fundingaccompanying financial statements do not include any adjustments relating to the Company.recoverability and classification of recorded asset amounts and classification of liabilities should we be unable to continue as a going concern.

The acquisition

Our principal sources of liquidity in the Set Top Boxpast has been cash generated from loans to us by our major shareholder. In order to be able to achieve our strategic goals, we need to further expand our business in October 2007 was made in hopes of reducing or eliminating the Company’s monthly operating cash flow deficits. During 2008, set top box operations generated positive cash flows and assisted in reducing the amount of cash used by the Company in operating activities from $2.1 million in 2007implement our business plan.  To continue to approximately $925,000 in 2008. However, set top boxdevelop our business plan and generate sales, havesignificant capital has been negatively affected by the current economic downturn so far in 2009, so no assurance may be given that set top box operationsand will continue to benefit the Company during 2009. As of the date of this report, Dutchess has continuedbe required. Management intends to fund future operations through private or public equity and/or debt offerings. We continue to engage in preliminary discussions with potential investors and broker-dealers, but no terms have been agreed upon. There can be no assurances, however, that additional funding will be available on terms acceptable to us, or at all. Any equity financing may be dilutive to existing shareholders. We do not currently have any contractual restrictions on our ability to incur debt and, accordingly we could incur significant amounts of indebtedness to finance operations. Any such indebtedness could contain covenants which would restrict our operations.

Our financial statements do not include any adjustments to reflect the operationspossible future effects on the recoverability and classification of assets or the Companyamounts and has investedclassification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a total of $460,000 in the Company during 2009. The Company, with the assistance of Dutchess,going concern is currently exploring additional investment sourcesdependent upon our ability to raise funds which would allow itadditional debt or equity funding to further develop its product offerings, quickly react to market de mandsmeet our ongoing operating expenses and investultimately in the internal infrastructure necessary to support its business plan over the next 12 months. While we believemerging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in securing those funds, we can make no assurances that weachieving these objectives.

We have not established revenue generating operations and will be abledependent upon obtaining financing to do sopursue any future extensive acquisitions and activities. The revenues, if any, generated from our operations or that the funds raised willacquisitions may not be sufficient to meet all the objectives we have identified.

As discussed above, economic conditions in the United States substantially affectedfund our sales and profitability during the first quarter of 2009 and couldoperations or planned growth. We will require additional capital to continue to do so. Businessoperate 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 and liquidity have tightened in much of the world, making it more difficult for the Company to fulfill orders that it does receive. Some of our suppliers and customers, and Dutchess as well, face credit issues and could experience cash flow problems and other financial hardships. Changes in governmental banking, monetary and fiscal policies to restore liquidity and increase credit availabilityfacilities. We may not be effectivesuccessful in alleviatinglocating suitable financing transactions in the global economic declines. It is difficulttime period required or at all, and we may not obtain the capital we require by other means.

We will now be obligated to determinefile annual, quarterly and current reports with the breadthSEC pursuant to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and durationthe 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 economic and financial market problems and the many ways in which they may affect our suppliers, customers and our business in general. Nonetheless, continuationSecurities Exchange Act, we will need investment of capital.

Off-Balance Sheet Arrangements


There are no off-balance sheet arrangements that have or further worsening of these difficult financial and macroeconomic conditions couldare reasonably likely to have a significant adversecurrent or future effect on our sales, receipts, profitability andfinancial condition, changes in financial condition, revenues or expenses, results of operations. However, the Company has seen increased demand for its power control products during the second quarteroperations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

The preparation of 2009 as compared to the first quarter of 2009, and is optimistic that its new, two-way suite of



14



products could further enhance that trend. In addition, the Company has been following developments related to the offering of stimulus grants by the Department of Energy, and hopes to benefit from funds to be provided by the Department of Energy.

During the quarter ended March 31, 2009, net cash used in operating activities was approximately $328,000. Major cash outlays during the period were approximately $259,000 for payroll/employee benefits and approximately $50,000 for rent, travel and professional fees. During the three month period ended March 31, 2009, the Company borrowed $300,000 in convertible debt from Dutchess to cover its operating cash flow deficit and to cover the purchase of property, plant and equipment of approximately $2,000 and debt payments of approximately $1,925 in addition to utilizing cash on hand of approximately $36,000 as of December 31, 2008.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our condensed consolidated financial statements in accordanceconformity with accounting principles generally accepted in the United States (GAAP), whichof America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures. Management identifiesdisclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting estimates as:

·

Thosepolicies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the usecompany to make its most difficult and subjective judgments, often as a result of assumptions aboutthe need to make estimates of matters that are inherently and highly uncertain atuncertain.

Based on this definition, we have identified the time the estimates are made; and

·

Those for which changes in the estimate or assumptions, or the use of different estimates and assumptions, could have a material impact on our consolidated results of operations or financial condition.

Management has discussed the development, selection and disclosure of our critical accounting estimates with the Board of Directors. For a description of our critical accounting estimates that require uspolicies and judgments addressed which are described in Note 2 to make the most difficult, subjective or complex judgments, please see our Annual Report on Form 10-K for the year ended December 31, 2008. We have not changed these policies from those previously disclosed.

RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

On January 1, 2009, the Company adopted  EITF Issue No. 07-5 (“EITF 07-5”),Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock. EITF No. 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS No. 133 specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS No. 133 par agraph 11(a) scope exception. The adoption of this EITF did not have an impact on the Company’s consolidated financial statements.

In April 2008, the FASB issued FSP SFAS 142-3,Determination of the Useful Life of Intangible Assets(“FSP SFAS 142-3”). FSP SFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets. Previously, under the provisions of SFAS No. 142, an entity was precluded from using its own assumptions about renewal or extension of an arrangement where there was likely to be substantial cost or material modifications. FSP SFAS 142-3 removes the requirement of SFAS No. 142 for an entity to consider whether an intangible asset can be renewed without substantial cost or material modification to the existing terms and conditions and requires an entity to consider its own experience in renewing similar arrangements. FSP SFAS 142-3 also increases the disclos ure requirements for a recognized intangible asset to enable a user of financial statements to assess the extent to which the expected future cash flows associated with the asset are affected by the entity’s intent or ability to renew or extend the arrangement. The Company adopted FSP SFAS 142-3 on January 1, 2009. The adoption of FSP 142-3 did not have an impact on our condensed consolidated financial statements.



15



In May 2008, the FASB issued FSP APB 14-1,Accounting for Convertible Debt Instruments That May Be Settledstatements included elsewhere in Cashthis Quarterly Report. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”). FSP ABP 14-1 requires the issuer of certain convertible debt instruments thatinformation presently available. Actual results may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and conversion option components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. The Company adopted FSP APB 14-1 on January 1, 2009. The adoption of FSP APB 14-1 had no impact on the Company’s condensed consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (R),Business Combinations (“SFAS 141 (R)”) which becomes effective for fiscal periods beginning after December 15, 2008. SFAS No. 141 (R) requires all business combinations completed after the effective date to be accounted for by applying the acquisition method (previously referred to as the purchase method). Companies applying this method will have to identify the acquirer, determine the acquisition date and purchase price and recognize at their acquisition date fair values of the identifiable assets acquired, liabilities assumed, and any non-controlling interests in the acquiree. In the case of a bargain purchase the acquirer is required to reevaluate the measurements of the recognized assets and liabilities at the acquisition date and recognize a gain on that date if an excess remains. Management believes that the adoption of SFAS 141R will have an impact on the accounting for any future acquisition, if one were to occur. The Company is required to apply the guidance in SFAS 141R for any future business combinations.

In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (“SFAS 160”) which becomes effective for fiscal periods beginning after December 15, 2008. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. The statement requires ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separatediffer significantly from the parent’s equity. The statement also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest with disclosure on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. In addition this statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and requires that a parent recognize a gainthese estimates under different assumptions, judgments or loss in net income when a subsidiary is deconsolidated. Because the Company’s subsidiary is wholly-owned by the Company, there are no noncontrolling interests, and as a result, the adoption of this standard had no effect on the Company’s consolidated financial statements.conditions.

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurement. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 was effective for the Company on January 1, 2008 for all financial assets and liabilities. For non-financial assets and liabilities, SFAS No. 157 is effective for the Company on January 1, 2009. The Company adopted Staff Position FAS 157-2 on January 1, 2009. At March 31, 2009, the Company has no financial assets or liabilities subject to recurring fair value measurements.

In April 2009, the FASB issued FSP SFAS 107-1 and Accounting Principles Board Opinion (“APB”) 28-1, Interim Disclosures about Fair Value of Financial Instruments, (FSP 107-1), which will require that the fair value disclosures required for all financial instruments within the scope of SFAS 107, Disclosures about Fair Value of Financial Instruments, be included in interim financial statements. This FSP also requires entities to disclose the method and significant assumptions used to estimate the fair value of financial instruments on an interim and annual basis and to highlight any changes from prior periods. FSP 107-1 will be effective for interim periods ending after June 15, 2009. The adoption of FSP 107-1 is not expected to have a material impact on the Company's consolidated financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKItem 3. Quantitative and Qualitative Disclosures About Market Risk.

None.



16Not required for smaller reporting companies.



ITEM 4T.

CONTROLS AND PROCEDURESItem 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company,

As required by Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 13a-15(b), we have carried out an evaluation(the “Evaluation”), under the supervision and with the participation of the Company’sour management, including the Company’sour Chief Executive Officer and Interim Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our management, and the Company’sdesign and operation of our disclosure controls and procedures As of September 30, 2020. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Chief Executive Officer and Interim Chief Financial Officer has concluded that as of the end of the period covered by this Quarterly Report, on Form 10-Q. Based onour disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective because of the material weaknesses described below, in order to provide reasonable assurance that evaluation,information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC and is accumulated and communicated to management, including the Chief Executive Officer and Interim Chief Financial Officer, concluded that, because ofas appropriate, to allow timely decisions regarding required disclosure (see below for further discussion).We had neither the resources, nor the personnel, to provide an adequate control environment.

Due to our limited resources, the following material weaknessweaknesses in our internal control over financial reporting described below, the Company’s disclosure controls and procedures were not effectivecontinued to exist as of March 31, 2009.at September 30, 2020:

As discussed in Item 9A(T) of our Annual Report on Form 10-K for the year ended December 31, 2008, our principal Chief Executive Officer and Chief Financial Officer concluded we have a material weakness in our ability to produce financial statements free from material misstatements. The material weakness results from the combination of the following significant deficiencies:


we do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

we do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our limited size and early stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals;

we do not have an independent audit committee of our Board of Directors;

insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of GAAP that led to the restatement of our previously issued financial statements; and

we continue to outsource the functions of controller on an interim basis to assist us in implementing the necessary financial controls over the financial reporting and the utilization of internal management and staff to effectuate these controls.

-

a lack of segregation of duties in accounting and financial reporting activities; and

-

a lack of a sufficient number of qualified accounting personnel; and

-

a lack of documentation and review of financial information by accounting personnel with direct oversight responsibility.

Our Chief Executive Officer has also served as our Chief Financial Officer since September 2005. We believe that these material weaknesses primarily related, in part, to our lack of sufficient staff with appropriate training in GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of a full-time Chief Financial Officer has resulted in a significant deficiency in internal controls over financial reporting due torobust accounting systems, as well as the lack of qualifiedsufficient resources to hire such staff and implement these accounting personnel with sufficient timesystems.

If and when our financial resources allow, we plan to regularly and adequately review complex, nonrecurring transactions, such as those involving the issuancetake a number of debt and equity securities. In addition, the Company employs only one individual that is responsible for the processing of all recurring transactions. While management is actively involved in the daily activities of the Company, including the review of transactions, it is difficultactions to adequately segregate accounting duties within the Company in a manner to prevent a material weakness in internal controls over financial reporting.

In order to remediate thecorrect these material weaknesses described above, management is considering the possibilityincluding, but not limited to, establishing an audit committee of a)our Board of Directors comprised of three independent directors, hiring a full-time Chief Financial Officer, b) hiring additionaladding experienced accounting and financial personnel and c) utilizing outsideretaining third-party consultants to review particular transactions asour internal controls and recommend improvements.

It should be noted that any system of controls, however well as todesigned and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design and implement additional procedures to mitigate risks associated with a lack of segregationany control system is based in part upon certain assumptions about the likelihood of duties within the accounting department. However, we may not be able to fully remediate the material weaknesses described above until our cash flows improve sufficiently to allow us to hire additional personnel or utilize outside consultants. Management will continue to actively monitor and assess the costs and benefitscertain events. Because of these remedial efforts.and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control overOver Financial Reporting

There were no material changes in our internal control over financial reporting (as defined in Rule 13a- 15(f) under the Exchange Act) that occurred during the quarter ending March 31, 2009As of September 30, 2020, that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.



17CEO and CFO Certifications


Exhibits 31.1 and 31.2 to this Quarterly Report are the Certifications of the Chief Executive Officer and the Interim Chief Financial Officer, respectively. These Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 4 of this Quarterly Report, which you are currently reading, is the information concerning the Evaluation referred to above and in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.


PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

LEGAL PROCEEDINGS

There are no legal proceedings that have occurred within the past ten years concerning our directors or officers which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

From time to time we may be involved in litigation relating to claims arising out of the operation of our business in the normal course of business. Other than as described below, as of the date of this Registration Statement we are not aware of potential dispute or pending litigation and are not currently involved in a litigation proceeding or governmental actions the outcome of which in management’s opinion would be material to our financial condition or results of operations. An adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

On October 15, 2008, EON Corp. IP Holdings,February 20, 2019, Plaintiff Maria De Lourdes Perez filed a complaint against defendants City of Carson, Goldstein Franklin, Inc., Frank Igwealor, Healthy Foods Markets, LLC, (“EON”) filed suit againstOptimal Foods, LLC, and Blockchain Capital LLC.  The complaint alleged statutory liability pursuant to government code section 835, gross negligence, and premises liability for a trip-and-fall that occurred on April 11, 2018 at a property owned and controlled by Healthy Foods Markets, LLC. Defendants Goldstein Franklin, Inc., Frank Igwealor, Optimal Foods, LLC, and Blockchain Capital LLC. had answered the complaint and also requested a demurrer on the grounds that (1) Defendants are not a proper party in interest and there was a misjoinder of defendants.  Our attorney has advised that the complaint would not have an adverse impact on Mr. Igwealor or the Company because the scope of liability is restricted to healthy Food Markets, LLC.

As of June 23, 2020, except for the complaint listed above, there was no material proceeding to which any of our directors, officers, affiliates or stockholders is a party adverse to us.  During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of us:

(1) had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within ten years before the time of such filing;

(2) was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other defendantsminor offenses);

(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in the United States District Court for the Eastern District of Texas, Tyler Division (Case 6:08-cv-00385-LED) alleging patent infringement of its U.S. patents under the Patent Lawsany of the United States. Specifically,following activities:

i. acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the complaint alleges that the Defendants are each infringing, directly and indirectly by wayCommodity Futures Trading Commission, or an associated person of inducement and/or contributory infringement, literally and/or under the doctrine of equivalents, EON’s patents entitled “Interactive Nationwide Data Service Communication System for Stationary and Mobile Battery Operated Subscriber Units. Further, EON seeks (i) a permanent injunction enjoining the Defendants from infringing on the patent; (ii) an award of damages against the Defendants for their alleged past infringement and any continuing or future infringement up through the date that D efendants are enjoined; (iii) a judgment and order requiring the Defendants to pay the costs of the actionforegoing, or as wellan investment adviser, underwriter, broker or dealer in securities, or as attorneys’ fees;an affiliated person, director or employee of any investment company, bank, savings and (iv) interest on damages. The patentsloan association or insurance company, or engaging in question relateor continuing any conduct or practice in connection with such activity;


ii. engaging in any type of business practice; or

iii. engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or

(4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to certain two-way communication devices,engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or

(5) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the Company has never sold but has considered selling in the future. Although the Company disputes the claims, it also believes that no liability exists for potential damages because itjudgment has not sold any two-way communication devices. Further, the Company has been in discussions with EON and expects to reach an amicable settlement on the matter in the near future.reversed, suspended or vacated.

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

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NoneRecent Sales of Unregistered Securities

During the six months ended June 30, 2020, the Company issued 0 shares of its common stock.

Use of Proceeds of Registered Securities

Not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the six months ended June 30, 2020, the Company has not purchased any equity securities nor have any officers or directors of the Company.

ITEM 3. Defaults Upon Senior Securities

DEFAULTS UPON SENIOR SECURITIES

The Company is in default on notes payable totaling $675,000 to Dutchess asnot aware of the date of this report.any defaults upon its senior securities.

ITEM 4. Mine Safety Disclosures

SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

NoneNot applicable.

ITEM 5. Other Information.

OTHER INFORMATION

NoneNone.

ITEM 6. Exhibits

EXHIBITS

(a) Exhibits

31.1

Certification of H. Douglas Saathoff, Chief Executive Officer and Principal Financial and Accounting Officer, pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

Certification pursuant to the 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K.

None






18



SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit

 

NIGHTHAWK SYSTEMS, INC.

Number

 

(Registrant)Description

 

 

 

 

 

 

Date: May 20, 2009                                  31.1*

By:

/s/ H. Douglas SaathoffCertification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

 

 

H. Douglas Saathoff

31.2*

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

 

 

Chief

32.1**

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

*

Filed herewith.

**

Furnished herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VIDEO RIVER NETWORKS, INC.

Date: November 23, 2020

By:

/s/ Frank I Igwealor

Frank I Igwealor

President, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)


Exhibit 31.1

CERTIFICATION OF CEO PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Frank I Igwealor, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of VIDEO RIVER NETWORKS, INC. ;

2. Based on my knowledge, this report 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Frank I Igwealor

Frank I Igwealor

President and Chief Executive Officer

Date: November 23, 2020


Exhibit 31.2

CERTIFICATION OF CFO PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Frank I Igwealor, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of VIDEO RIVER NETWORKS, INC. ;

2. Based on my knowledge, this report 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Frank I Igwealor

Frank I Igwealor

Interim Chief Financial Officer




Date: November 23, 2020

19



Exhibit 32.1

CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of VIDEO RIVER NETWORKS, INC.  (the “Company”) on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank I Igwealor, the Chief Executive Officer and Interim Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Frank I Igwealor

Frank I Igwealor

President, Chief Executive Officer and

Interim Chief Financial Officer

Date: November 23, 2020

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.