UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Endedthe quarterly period ended March 31, 20202021

or

¨ ☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 333-219776

8 Derech Hameshi St.,

Ganne Tiqwa, Israel, 5591179

(AddressSecurities registered pursuant to Section 12(b) of principal executive offices, including zip code)

Registrant’s phone number, including area codethe Act: +972-50-7844477None

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. YESYes ☒     NONo ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YESYes ☒     NONo ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES: Yes ☒     NONo ☐

Securities registered pursuant to Section 12(b)As of the Act: None

Indicate the number ofMay 15, 2021, there were 10,204,000 shares outstanding of each of the issuer’s classes of common stock, aspar value $0.0001, of the latest practicable date.

Company issued and outstanding.

CHENGDA TECHNOLOGY CO., LTD.

Quarterly Report on Form 10-Q

INDEXTABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 

ITEM I — FINANCIALCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

New Leap, Inc. This Quarterly Report on Form 10-Q (the “Report”), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

UNAUDITED BALANCE SHEETS

(Expressed in USD, except

	•	our ability to establish our business and implement our business plan;
	•	acceptance of the healthcare products and services that we expect to market;
	•	our ability to retain key employees;
	•	adverse changes in general market conditions for the healthcare industry in China, including as a result of the ongoing COVID-19 pandemic;
	•	our ability to continue as a going concern;
	•	our future financing plans; and
	•	our ability to adapt to changes in foreign, cultural, political and financial market conditions which could impair our future operations and financial performance.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of shares)

The accompanying notesrisks, uncertainties (some of which are an integral partbeyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of the financialthese risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I - FINANCIAL INFORMATION

New Leap, Inc.ITEM 1. FINANCIAL STATEMENTS.

UNAUDITED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
(Expressed in USD, except for the number of shares)

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

Chengda Technology Co., Ltd.

Condensed Unaudited Statements of Operations

* Less than $0.01

New Leap, Inc.

UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Expressed in USD, except for the number of shares)

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

New Leap, Inc.

UNAUDITED STATEMENTS OF CASH FLOWS
(Expressed in USD, except for the number of shares)

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

Chengda Technology Co., Ltd.

New Leap, Inc.

  NOTES TO FINANCIAL STATEMENTS

  (USD, except numberCondensed Unaudited Statements of shares)Changes in Stockholders’ Equity

NOTE 1 – ORGANIZATIONAL AND GOING CONCERN:For the Three Months Ended March 31, 2021

New Leap, Inc. (the "Company") was formed on June 1, 2017 as a Delaware corporation. During 2017 the Company issued 9,000,000 shares of its common stock in consideration for a business plan at $0.001 per share. The Company has yet to start operational or research and development activities. The Company plans to operate in the field of crowdfunding and to run an online platform for investments in private U.S. companies and companies which are publicly traded in the U.S. (both domestic and foreign).

In January and February 2018 the Company issued a total of 1,204,000 shares of its common stock to various investors at a price of $0.025 per share. The shares were issued pursuant to the Company’s registration statement on Form S-1 which was declared effective by the SEC on October 20, 2017.

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered cumulative losses and negative cash flows from operations since inception. Until the Company will achieve profitability and revenues, which is uncertain, it intends to finance its operation through the issuance of its shares. These conditions give rise to substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Basis of PresentationFor the Three Months Ended March 31, 2020

The unaudited interimaccompanying notes are an integral part of these condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring adjustments) to present the financial position of the Company as of March 31, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the operating results for the full fiscal year. These financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Use of Estimates

The preparation of the financial statements in conformity with 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements

From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codifications ("ASC") are communicated through issuance of an Accounting Standards Update. Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our financial statements upon adoption.

Chengda Technology Co., Ltd.

Fair Value MeasurementNotes to the Condensed Financial Statements
March 31, 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Chengda Technology Co., Ltd., (formerly known as New Leap, Inc.) (the "Company") was incorporated on June 1, 2017 as a Delaware corporation. The Company has yet to start operational or research and development activities.

On August 12, 2020, pursuant to a Stock Purchase Agreement (the “SPA”) entered into by and between Xin Jiang (the “Purchaser”) and Itzhak Ostashinsky (the “Seller”), a controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, the Seller sold to the Purchaser 8,000,000 shares of common stock, par value $0.0001 per share, of the Company, representing 78.4% of the total issued and outstanding shares of common stock as of August 24, 2020, in consideration of $251,177 in cash from the Purchaser’s personal funds (the “Transaction”). In connection with the Transaction, the Seller resigned as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, effective immediately upon the consummation of the Transaction. Xin Jiang was then appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company. The Transaction resulted in a change in control of the Company.

Effective November 6, 2020, the Company’s name was changed to “Chengda Technology Co., Ltd.” through the filing with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Incorporation of the Company, which was approved by the Company’s Board of Directors.

After the change in control, the Company plans to implement a new business plan. The Company plans to operate in the field of health-related products, with a focus on developing and promoting selenium-infused mineral water and energy mattress. Also, the Company plans to offer health services, including health assessments, health consultations, and health recoveries.

The Company discloses fair value measurements for financialis currently evaluating the optimal approaches to implement these plans, including through mergers and non-financial assetsacquisitions of health companies in China. Due to the dynamic nature and liabilities measured at fair value. Fair valuethe global impact of the COVID-19 pandemic, the Company cannot reasonably estimate the timeline to implement its business plan. Until the Company is based onable to implement its business plan, the price that would be received to sell an asset or paid to transferCompany will remain a liability in an orderly transaction between market participants at the measurement date.shell company.

NOTE 2 – GOING CONCERN

The accompanying condensed financial statements have been prepared in conformity with United States generally accepted accounting standard establishesprinciples (“U.S. GAAP”), which contemplate continuation of the Company as a fair value hierarchy that prioritizes observablegoing concern. As a start-up, the Company has not generated any revenues and unobservable inputs usedhas accumulated losses through March 31, 2021. The Company currently has limited working capital and does not expect to measure fair value into three broad levels, which are described below:generate revenues in the near term. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Level 1: Quoted prices (unadjusted) in active marketsManagement anticipates that the Company will be dependent, for the near future, on additional financing to fund operating expenses, primarily loans and/or capital contribution from its principal stockholder. As the Company is a shell company, its operating expenses are accessible atlimited. Management believes that the measurement date for assets or liabilities. The fair value hierarchy givesfinancing from its principal stockholder will provide it with the highest priorityfunding to Level 1 inputs.continue as a going concern.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

NOTE 3 – CASH AND CASH EQUIVALENTSSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents consistBasis of cash, demand deposits and highly liquid investments with original maturities of three months or less. Cash and cash equivalents are carried at cost which approximates fair value. Cash and cash equivalents at March 31, 2020 included cash at the amount of $1,440.Presentation

NOTE 4 – EARNINGS (LOSS) PER SHAREThe accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. All numbers in the unaudited condensed financial statements are expressed in US$, except share data and per share data, or otherwise noted.

Loss per share forUse of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the three months ended March 31, 2020 was $(0.00). The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average numberreported amounts of common sharesliabilities and expenses during the year.reporting period. Actual results could differ from those estimates. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company currently does not have significant estimates and the fact that the company has a loss.assumptions.

NOTE 5 – OTHER ACCOUNTS PAYABLE

At March 31, 2020 the Company had "other accounts payable" at the amount of $2,220. That amount reflects payments due to service providers.

NOTE 6 – PROMISSORY NOTE PAYABLE TO SHAREHOLDERRecent Accounting Pronouncements

The Company has an outstanding note payable provided byreviewed the major shareholderfollowing recent accounting pronouncements and sole officer and director which is unsecured and bearsconcluded that they were either not applicable or had no interest.  The note is payable upon demand. The outstanding balance under the note was $45,590 and $39,490 as of March 31, 2020 and December 31, 2019, respectively.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

In June 2017, the Company engaged a legal counsel in order to receive legal services concerning the registration statement to be filed with the Securities and Exchange Commission ("SEC"). Accordingimpact to the agreement, the fees will be paid if and only upon receiving the first $25,000 from external investors following the effectiveness of the registration statement. Since this expense was probable it was recorded as a provision and as expenses amounting to $25,000 outstanding at March 31, 2020. The legal counsel is considered to be a related party - see also Note 9. The legal counsel has agreed to postpone this payment for the time being given theCompany’s financial condition of the Company.statements:

NOTE 84 – COMMON STOCKSHARE CAPITAL

Common Stock confers upon its holders the rights to receive notice to participateThere were no transactions of common stock and vote in general meetings of the Company, and the right to receive dividends if declared. At March 31, 2020 the Company had 10,204,000 common shares outstanding. The Company has 50,000,000 authorized common shares. During the fiscal year ended December 31, 2018 the Company issued 1,204,000 common shares at $0.025 per share to various shareholders pursuant to its S-1 registration statement that became effective on October 20, 2017. The expense incurred by the CEO and major shareholder on behalf and for the benefit of the Company forpreferred stock during the three months ended March 31, 2021 and 2020, respectively.

During the period ended March 31, 2021, the Company’s CEO and major stockholder, Xin Jiang, made capital contributions of $17,000 (2020: $nil) to the year ended December 31, 2019 amounted to $9,450 and $37,800, respectively and was recorded as contribution to equity.Company for working capital. No additional shares of common stock were issued for these contributions.

NOTE 95 – TRANSACTION WITH RELATED PARTY TRANSACTIONS

In addition to the capital contribution disclosed in Note 4, the Company had the following related party transactions:

NOTE 106 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 we have analyzed our operationsManagement has evaluated subsequent to March 31, 2020 upevents pursuant to the requirements of ASC Topic 855, from the balance sheet date thesethrough the date when the financial statements were issued, and have determined that we do not have any materialno subsequent events occurred that would require adjustment to discloseor disclosure in thesethe financial statements. The Company does not expect COVID-19 to have a material effect on it.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  

The following discussion contains certainand analysis of our results of operations and financial condition should be read together with our unaudited financial statements that may be deemed “forward-looking statements” withinand the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of placesnotes thereto, which are included elsewhere in this Report including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly reportAnnual Report on Form 10-Q. The following should also be read10-K for the year ended December 31, 2020 (the “Annual Report”) filed with SEC. Our financial statements have been prepared in conjunctionaccordance with generally accepted accounting principles in the unaudited Financial Statements and notes thereto that appear elsewhere in this report.United States (the “U.S. GAAP”).

Company Overview

Operations

New Leap, Inc., aWe were in the State of Delaware corporation, (“New Leap” “Company” “we,” “us,” or “our”) was incorporated on June 1, 2017. We are a development stage company and have extremely limited financial resources. We have not commenced operation nor have we established a source of equity or debt financing. Our financial statements include a note emphasizing the uncertainty of our ability to remain a going concern.

On August 12, 2020, pursuant to a Stock Purchase Agreement (the “SPA”) entered into by and between Xin Jiang (the “Purchaser��) and Itzhak Ostashinsky (the “Seller”), a controlling stockholder as well as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, the Seller sold to the Purchaser 8,000,000 shares of common stock, par value $0.0001 per share, of the Company, representing 78.4% of the total issued and outstanding shares of common stock as of August 24, 2020, in consideration of $251,177 in cash from the Purchaser’s personal funds (the “Transaction”). In connection with the Transaction, the Seller resigned as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company, effective immediately upon the consummation of the Transaction. Xin Jiang was then appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and director of the Company. The Transaction resulted in a change in control of the Company. 

We plan to operate in the field of health-related products, with a focus on the developing and promoting selenium-infused mineral water and energy mattress. In addition, we plan to offer health services, including health assessments, health consultations, and health recoveries.

We are currently evaluating the optimal approaches to implement these plans, including through mergers and acquisitions of health products or services companies in China. Due to the dynamic nature and the global impact of the COVID 19 pandemic, we cannot reasonably estimate the timeline to implement our business plans.

Results fromof Operations

Selling, General and Administrative ExpensesRevenues

Selling, general and administrative expensesWe did not generate any revenue for the three months ended March 31, 2021 and 2020 were $12,314, comparingand do not expect to $25,258 forgenerate any revenue until our business plans are implemented.

General and Administrative Expenses

During the three months ended March 31, 2019. The2021 and 2020, we incurred $9,050 and $12,314 of general and administrative expenses, wererespectively. Our general and administrative expenses primarily consisted of auditor fees, officer’s contributed services bycorporate administrative service costs, professional fees and filing fees, which are routine costs associated with a public company for financial reporting requirements. The decrease in the CEOgeneral and professional services. administrative expenses in the three months ended March 31, 2021 compared to the same period of last year was due to there were no officer’s contributed corporate administrative service costs after the change of control.

Going Concern

The future of our company is dependent upon our ability to implement our new business plans and initiatives and our ability to generate positive net profits from implementation of our business plans. Management plans to seek additional funding through either equity or debt financings from its principal stockholder to support its operations for the next twelve months. However, there is no assurance that such funds will be available or available on acceptable terms. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company does not expectwill be dependent, for the near future, on additional financing to be materially impacted by COVID-19.fund operating expenses, primarily loans and/or capital contribution from its principal stockholder. As the Company is a shell company, its operating expenses are limited. Management believes that the financing from its principal stockholder will provide it with the funding to continue as a going concern.

Liquidity and Capital Resources

The following is a summary of the Company'sCash Flows from Operating Activities

Net cash flows used in operating activities was $17,000 for the three months ended March 31, 2021, compared to net cash used in operating activities of $6,154 for the same period of 2020, andrepresented an increase of $10,846 in the net cash outflow in operating activities. This is due to some of the operating expenses in the period of March 31, 2019:2020 were contributed by the former officer for no cash compensation.

Cash Flows from Financing Activities

For the three months ended March 31, 2021, net cash generated by financing activities was $17,000, representing capital contributions from the major stockholder to support the operations of the Company. For the three months ended March 31, 2020, net cash generated by financing activities was $6,100, representing advances from the former major stockholder to support the Company’s operations.

Commitments and Capital Expenditures

We presently have no material commitments for capital expenditures.

Critical Accounting Policies Involving Management Estimates and Assumptions

Our resources to date have been funds paiddiscussion and analysis of our financial condition and results of operations is based on our behalf byfinancial statements. In preparing our major shareholder and CEO and funds raised under our registration statement, which became effective on October 20, 2017.

As a public entity we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $25,000 per year over the next few years and may be significantly higher if our business volume and transactional activity increases.

The Company may offer, at its discretion, shares of its common stock to settle professional fees. There can be no assurances, and we cannot predict the likelihood, that we will be able to settle any professional fees by issuing shares of our common stock.

As of March 31, 2020 we owed $72,810, $27,220 of which were in connection with professional services. The balance of $45,590 was owed to our major shareholder and chief executive officer for expenses incurred on behalf of the Company. There are no other significant liabilities at March 31, 2020.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might havein conformity with U.S. GAAP, we must make a material impact on its financial position or resultsvariety of operations.

Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosuredisclosures. See Note 3 of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2to theour interim financial statements included elsewhere in this report, includes a summary ofReport and the significant accounting policies and methods used inCompany’s Annual Report on Form 10-K for the preparation of our financial statements.

Going Concern

Our independent registered public accounting firm, which audited our financial statements as ofyear ended December 31, 2019 and for the period then ended has raised substantial doubt about our ability to continue as a going concern. Therefore, it is possible that even if we keep costs to a minimum, we may not be able to continue operations for the next 12 months.

2020.

Off-Balance Sheet Arrangements

We do not have not entered into any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors. arrangements.

Contractual Obligations

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information. 

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.RISK

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item 

ITEM 4. CONTROLS AND PROCEDURES.Not applicable.

Evaluation of Disclosure Controls and Procedures ITEM 4.CONTROLS AND PROCEDURES

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosureDisclosure controls and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), meansprocedures are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in theour reports it filesfiled or submitssubmitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC`sSEC’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by ain company in the reports that it filesfiled or submitssubmitted under the Exchange Act is accumulated and communicated to the company's management, including itsour principal executive officer and principal financial officers, or persons performing similar functions, as appropriate,officer, to allow timely decisions regarding required disclosure.

Based on thisAs required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our Chief Executive Officerdisclosure controls and Chief Financial Officer concludedprocedures as of March 31, 2020,2021. Based upon their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are(as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective at a reasonable assurance level and are designed to provide reasonable assurance that the controls and procedures will meet their objectives due to the following material weaknesses, described below. However, it should be noted that the designwhich are indicative of any systemmany small companies with limited resources: (i) lack of proper segregation of duties and risk assessment process; (ii) lack of formal documentation in internal controls is based in part upon certain assumptions about the likelihoodover financial reporting; and (iii) lack of future events,independent directors and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.an audit committee.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred since Decemberduring the quarter ended March 31, 20192021 that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

None.

ITEM 1A.RISK FACTORS.

Not applicable

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.OTHER INFORMATION.

None.

ITEM 6.EXHIBITS.

PART II -- OTHER INFORMATIONThe following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Item 1. Legal Proceedings.

No.		Description of Exhibit
3.1		Certificate of Incorporation, incorporated herein by reference Exhibit 3.1 to the Company’s Form S-1 filed with the SEC on August 8, 2017
3.2		By-Laws, incorporated herein by reference Exhibit 3.2 to the Company’s Form S-1 filed with the SEC on August 8, 2017
3.3		Certificate of Amendment to Certificate of Incorporation, incorporated herein by reference Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2020.
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

To the best of our knowledge, the Company is not a party to any legal proceeding or litigation. *Filed herewith

**Furnished herewith

Item 1A. Risk Factors.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

There were no sales of unregistered equity securities during the period covered by this report on Form 10-Q. Our registration statement on Form S-1, file number 333-219776, became effective on October 20, 2017 and then again on June 12, 2019 following the filing of a post-effective amendment to the registration statement.  The offering pursuant to this registration statement was terminated on April 20, 2018.  Proceeds raised in the offering are used for general expenses.

Item 3. Defaults upon Senior Securities.

None. 

Item 5. Other Information.

None.  

Item 6. Exhibits.

___________ 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. 

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.