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

RC-1 Inc.

(Home Integrator Holdings, LLC, a wholly owned subsidiary)

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)Notes to Condensed Consolidated Financial Statements

For(Information with respect to the Threethree months ended March 31, 2021 and Nine Months Ended September 30, 2020 and 2019is unaudited)

NOTE 1.(1) ORGANIZATION AND DESCRIPTIONNATURE OF BUSINESS OPERATIONS

RC-1 Inc., (the “Company” or “RC-1"), was incorporated inunder the laws of the State of Nevada on May 14, 2009. On February 1, 2021, RC-1 entered into a Share Exchange Agreement with HIH, whereby HIH became a wholly owned subsidiary. The Company is currently considered to be in the development stage andShare Exchange has generated only limited revenues from its activities in the racing business. R-Course Promotions, LLC was formed in the State of California on October 30, 2007. On June 1, 2009, in a merger classifiedbeen treated as a transaction between parties under common control,recapitalization and reverse acquisition of the sole membership interest ownerCompany for financial accounting purposes and HIH is considered the acquirer for financial reporting purposes. This means that the Company’s historical financial statements before the acquisition have been replaced with the historical financial statements of HIH before the acquisition in R-Course Promotions, LLC exchanged 125,000 membership interests for 1,786 common shares inthis quarterly report and future filings with the U.S. SEC. Concurrently with the acquisition the legacy net assets and liabilities of RC-1 Inc. Subsequentwere spun off to the consummation of the merger, R-Course Promotions, LLC ceased to exist. The results of operations of RC-1 Inc. and R-Course Promotions, LLC have been combined from October 30, 2007 forward through the date of merger.former management.

The Company isHome Integrator of the Delaware Valley, LLC, (“HIDV”) was formed on January 27, 2020, under the laws of the State of Delaware. In November 2020, HIDV became a motorsports marketing business focused primarily in road racing events in North America utilizing NASCAR type competition equipment.wholly owned subsidiary of The Home Integrator Holdings, LLC., (“the Company,” or “HIH”), an entity formed on January 28, 2020, under the laws of the State of Delaware. The transaction was accounted for as a recapitalization, with retrospective treatment.

NOTE 2.The Company’s business activities are primarily integrating smart appliances and security systems for residences.

The accompanying consolidated financial statements include the activities of RC-1, Inc.; The Home Integrator Holdings, LLC and The Home Integrators of the Delaware Valley, LLC, its wholly owned subsidiaries.

(2) LIQUIDITY AND GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended March 31, 2021, the Company recorded a loss of approximately $290,600 and has an accumulated deficit of approximately $460,000 at March 31, 2021. The ability of the Company to continue as a going concern is dependent upon increasing operations, developing sales and obtaining additional capital and financing. The Company is seeking to raise sufficient equity capital to enable it to continue to grow its operations and to enable it to pay off its existing indebtedness. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of presentationPresentation and Principles of Consolidation The Company’s consolidated financial statements include the financial statements of RC-1, Home Integrator Holdings, LLC and, The Home Integrator of the Delaware Valley, LLC, its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

The Company’saccompanying condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results for the period shown. The results of operations for the three months ended March 31, 2021, presented are not necessarily indicative of the results expected for any future period.

Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Interim Condensed Financial Statements

The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete condensed financial statements. In our opinion the condensed financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the condensed financial statements not misleading. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the final results that may be expected for the year ended December 31, 2020. For more complete financial information, these unaudited condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2019 filed with the SEC.

Use of Estimates

The preparation of condensed financial statements in conformity with generally accepted accounting principles 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 condensedconsolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from thosethese estimates.

Significant estimates in the accompanying consolidated financial statements involved the valuation of depreciable lives of the fixed assets, valuation of long lived assets, recoverability of accounts receivables and valuation of equity issued as compensation.

RC-1 Inc.

(Home Integrator Holdings, LLC, a wholly owned subsidiary)

Notes to Condensed Consolidated Financial Statements

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

b) Cash and cash equivalents

The Company considers all highly liquid investmentssecurities with an original maturitymaturities of three months or less aswhen acquired, to be cash equivalents. The Company hashad no financial instruments that qualified as cash equivalents. The Company maintains cash with a commercial bank. The deposits are made with a reputable financial institution and the Company does not anticipate realizing any losses from these deposits.equivalents at March 31, 2021, or December 31, 2020.

c) Inventories Inventories consist of equipment to be installed and supplies and are valued at the lower of cost (first-in, first-out method) or market using the specific identification method.

d) Property and equipment

PropertyAll property and equipment are recorded at cost and depreciated underover their estimated useful lives, generally three, five or seven years, using the straight-line method over each item's estimatedmethod. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful life. The Company uses a 5 year life for racecars and equipment, 7 years for furniture and fixtures.lives of the assets, are charged to operations as incurred.

Financial Instrumentse) Impairment of long-lived assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value.

The Company measures itsf) Financial instruments and Fair value measurements ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in accordance withearnings at each subsequent reporting date. The Company did not elect to apply the requirements of FASB fair value option to any outstanding instruments.

ASC 825 “Financial Instruments”.also requires disclosures of the fair value of financial instruments. The carrying valuesvalue of itsthe Company’s current financial instruments, which include cash, accounts payable, noteaccrued liabilities and notes payable (current portion), lineapproximates their fair values because of credit, accrued expenses, and other current liabilities approximate fair value due to the short-term maturities of these instruments.instruments and market interest.

Revenue recognitionFASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

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

The Company adopted ASU 2014-09, “Revenue from Contracts with Customers” on January 1, 2018, usingdetermination of where assets and liabilities fall within this hierarchy is based upon the modified retrospective method, which did not have a material impact on the timing and amountlowest level of product revenues.

The new revenue recognition standard prescribes a five-step modelinput that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction pricesignificant to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The majority of revenues are from consulting services provided at events which range from one day to one week in length. The Company also earns revenues from entering their race cars into events whereby there is a money purse for finishing positions. The revenues from these events are recognized upon completion of the contracted services. In the event that the Company’s revenues are for services provided under contracts greater than one month in length, the contracts will be billed in total at the onset of the contact period, and to the extent that billings exceed revenue earned, the Company will record such amount as deferred revenue until the revenue is earned. Revenue will be recognized on these contracts in the period the services are provided under the contract. Expenses associated with providing the services are recognized in the period the services are provided which coincides with when the revenue is earned.

Net income (loss) per share

The Company utilizes FASB ASC 260, “Earnings per Share.” Basic earnings per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock options and warrants using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. For the three months ended September 30, 2020, there were 600,000 potentially dilutive shares. For the nine months ended September 30, 2020 and 2019, 600,000 shares of common stock issuable are considered anti-dilutive.fair value measurement.

RC-1 Inc.

(Home Integrator Holdings, LLC, a wholly owned subsidiary)

Notes to Condensed Consolidated Financial Statements

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

g) Revenue recognition The Company recognizes revenues under the framework prescribed in ASC 606 “Revenues from Contracts with Customers”. This revenue recognition standard has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; e) Recognize revenue when (or as) performance obligations are satisfied. The Company’s principal operations are the installation of integrated systems in homes with payment due upon completion, which corresponds to a single performance obligation. Revenue is recognized upon completion, (delivery and installation), of the contract as the performance obligation is satisfied by transferring control of the goods and services to the customer.

h) Income Taxes Prior to the February 1, 2021, acquisition HIH was a limited liability company taxed as a partnership. The Partnership is not a taxpaying entity for federal or state income tax purposes; accordingly, a provision for income taxes had not been recorded in the accompanying financial statements. Partnership income or losses for periods prior to the February 1, 2021 acquisition were reflected in the partners’ individual or corporate tax returns in accordance with their ownership percentages.

As defined by Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 740, “Income Taxes” no provision or liability for Leasesmaterially uncertain tax positions was deemed necessary by management. Therefore, no provision or liability for uncertain tax positions has been included in these financial statements.

In February 2016,i) Recent accounting pronouncements Certain FASB issued ASU 2016-02, Leases (Topic 842).Accounting Standard Updates (“ASU”) that are not effective for fiscal year beginning after December 15, 2018. ASU 2016-02 requires the recognition of lease assets and lease liabilitiesare not expected to have a significant effect on the balance sheet for leases classified as operating, direct financingCompany’s consolidated financial position or sales type leases. The Company adopted the provisionsresults of ASC 842 for the year ended December 31, 2019. Prior to 2019, the Company had no leases which required retroactive application.operations.

Products and services, geographic areas and major customers(4) ACCOUNTS RECEIVABLE

The Company earns revenue from race purses, race event consulting and the occasional saleadopted Financial Accounting Standards Board Accounting Standards Update (ASU) 2016-13 (Topic 326) “Measurement of racecars, but does not separate sales from different activities into operating segments.

Concentrations of debt financing

The Company has line of credit agreements with companies owned and operated by the Company’s CEO and majority shareholder. Outstanding principalCredit Losses on these lines of credit account for 30.6% and 20.18% ofFinancial Instruments” at inception. This ASU requires the Company lineto report its trade receivables not held for sale net of an allowance for credit balances at September 30, 2020losses. At March 31, 2021 and December 31, 2019,2020, accounts receivable are reflected net of an allowance for credit losses in the amount of $0 and $5,047, respectively. See Note 7 for further discussion of line of credit terms and relationships.

Stock based compensation(5) PROPERTY AND EQUIPMENT

The Company accounts for employeeProperty and non-employee stock awards under FASB ASC 718, “Compensation – Stock Compensation”, whereby equity instruments issued to employees for services are recorded based on the fair valueEquipment consisted of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.following:

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on our condensed financial statements.

NOTE 3. GOING CONCERN

These condensed financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplatesDepreciation expense for the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company's ability to continue as a going concern is contingent upon its ability to achieve and maintain profitable operations, and the Company’s ability to raise additional capital as required.

The Company has a minimum cash balance available for payment of ongoing operating expenses. As of September 30, 2020, the Company has an accumulated deficit of $3,362,153 and negative working capital of $368,704. For the ninethree months ended September 30,March 31, 2021 and 2020 the Company had a net loss of $21,732. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. Its continued existence is dependent upon its ability to continue to execute its operating planwas $1,795 and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available or will be available on terms acceptable to the Company.$0, respectively.

NOTE 4. PROPERTY AND EQUIPMENT

Property and equipment values recorded at cost are as follows:RC-1 Inc.

(Home Integrator Holdings, LLC, a wholly owned subsidiary)

Depreciation expense for the three and nine months ended September 30, 2020 and 2019 were $550 and $1,652 respectively and $551 and $5,818 respectively.Notes to Condensed Consolidated Financial Statements

On June 1, 2019,(6) NOTES PAYABLE

During 2020, the Company, soldthrough its wholly owned subsidiary, HIDV, entered into two racecars for $50,000 recognizing a gain of $20,000. (The racecars were purchased from the same party in 2017).notes payable.

NOTE 5. NOTE RECEIVABLE – RELATED PARTY

On June 1, 2019,One note in the Company sold two racecarsamount of $95,491 is owed to a related party forunder a $50,000demand note receivable, resulting inthat carries no interest.

The second note is payable to a gainthird party at a rate of $20,000. The$576 monthly, has a remaining principal balance of $22,641 and $26,138 at March 31, 2021 and December 31, 2020, carries a 6.99% interest rate and matures in April 2025. This note is secured by a vehicle owned by HIDV. The future commitments under this note are: 2021 - $3,992; 2022 - $5,658; 2023 - $6,066; 2024 - $6,504 and 2025 - $421.

(7) COMMITMENTS AND CONTINGENCIES

a) Legal Matters From time to time, the Company may be involved in asserted claims or litigation relating to claims arising out of operations in the normal course of business. As of March 31, 2021, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the noteresults of the Company’s operations.

(8) STOCKHOLDERS’ EQUITY

At March 31, 2021and December 31, 2020, the Company is 1% per annumauthorized to issue 250,000,000 shares of $0.001 par value common stock and paymentshas 95,789,474 and 80,000,000 shares issued and outstanding, respectively. At March 31, 2021, and December 31, 2020, the Company is authorized to issue 10,000,000 shares of $1,000 per month began August 2019$0.001 par value preferred stock and increasehas 100,000 Series A and 0 shares issued and outstanding, respectively.

In the first quarter 2021, the Company issued 5,789,474 shares of common stock in exchange for $550,000 in cash. On February 1, 2021, the Company issued 10,000,000 shares of common stock to $4,778 per month in March 2020, with a final payment of $525 ineffect the reverse acquisition.

On December 2020. Effective April 1, 2020, the repayment terms were amended dueHIH granted 400,000 Class I units to disruption caused byan employee. The units vest at a rate of 100,000 units on the COVID-19 outbreak. Payments of $1,350 will be due after each event in the NASCAR race schedule which consists of 36 events ending in November 2020. The balanceannual anniversary date of the note was $16,886grant and $50,000 as of September 30, 2020 and December 31, 2019, respectively.

NOTE 6. LEASE RECEIVABLE – RELATED PARTY

On January 28, 2020,require the employee to be continuously employed at the Company purchased an Audi Sportscar fromduring the vesting year. These units have a related partystated capital account of zero for $300,000. On February 15, 2020,U.S. IRS tax Code purposes. The Company has calculated the Company leased the vehicle back to the same related party. The termfair value of the lease is for 24 months with paymentsClass I units at $1.00 per unit, (total value $400,000). The Company was amortizing the grant value over the vesting period as compensation expense at the rate of $14,125$8,333 per month. At the enddate of the lease, 200,000 sharesreverse acquisition, February 1, 2021 these Class I units were cancelled and replaced by a stock option plan of stockRC-1 shares.

The rights and privileges of the Series A preferred stock are: if the Company owned byceases to be a reporting entity under the related party will be cancelled at a value of $.15 per share. In addition,Federal Securities laws, the related partySeries A preferred has the right to purchase the car for $1,000. The lease is classifiedoption, as a financing lease under ASC 842. The present valuegroup, to convert to common shares equal to 66 and 2/3% of the lease payments, excludingthen issued and outstanding common stock.

(9) EQUITY INCENTIVE PLAN

In the endfirst quarter 2021, the Company’s Board of lease provisions, discounted atDirectors adopted an interest rate of 12%Equity Incentive Plan. Under this Plan the Company can award Stock Appreciation Rights, (SARs), is $300,063.restricted stock or restricted stock units and incentive stock options and non-qualified stock options to employees or to third parties that provide services to the Company. The Company is using the actual costlimited to issuing a maximum of the vehicle as the initial value of the lease in accordance with ASC 842-30-55-17A.

On August 11, 2020, the lessee paid the remaining balance of the lease obligation of $245,811. The 200,00015,000,000 shares of stock had not been formally cancelled as of September 30, 2020.

NOTE 7. LINES OF CREDIT

On October 15, 2012, the Company entered into a revolving line of credit agreement with TVP Investments, LLC, and a Georgia Limited Liability Company in the amount up to $500,000. The line of credit is unsecured, bears interest of 10% and has a maturity date of December 31, 2023. As of September 30, 2020, and December 31, 2019, the balance of the line of credit was $75,000. As of September 30, 2020, and December 31, 2019, the Company had accrued interest onunder this line of credit in the amounts of $50,543 and $44,918, respectively.

The Company also has a business line of credit up to $3,000 with Well Fargo bank. The line of credit is unsecured with a variable interest rate of approximately 18.0%. No amounts have been drawn on this Line.

NOTE 8. STOCKHOLDERS’ EQUITY

There are 10,000,000 shares of preferred stock authorized with a $.001 par value, of which no shares are outstanding.

There are 190,000,000 shares of common stock authorized with a par value of $.001 per share, of which 13,929,581 shares are issued and outstanding as at September 30, 2020.plan.

RC-1 Inc.

(Home Integrator Holdings, LLC, a wholly owned subsidiary)

Notes to Condensed Consolidated Financial Statements

(9) EQUITY INCENTIVE PLAN (continued)

In January 2017,February 2021, the Company entered intogranted an option to replace the Member Unit Grant of HIH that had been extended to a 36-month warehouse leasesingle employee. The option is for 4,210,526 shares of common stock with Rick Ware,an exercise price of $0.3563 per share and an expiration of February 1, 2031. These option vest at the rate of 1,052,652 shares on December 1 of 2021, 2022, 2023 and 2024. The Company is amortizing the compensation expense of the grant, $400,000, over the vesting periods, or $8,333 per month.

In March 2021, the Company granted an option to an employee for 2,873,684 shares of common stock with an exercise price of $0.0835 per share and an expiration of February 1, 2031. These options vest at the rate of 718,421 shares on March 15 of 2021, 2022, 2023 and 2024. The Company is amortizing the compensation expense of the grant, $33,047, over the vesting periods, or $688 per month.

(10) RELATED PARTIES

The Company is obligated under a note payable to a related party through its wholly owned subsidiary HIDV in 1,200,000the amount of $95,491. This note does not carry an interest rate is due upon demand.

(11) CONCENTRATIONS OF RISK

The Company maintains its cash in bank deposit accounts, which may, at times, may exceed federally insured limits. The Company had no cash balances in excess of FDIC insured limits at March 31, 2021 or December 31, 2020.

(12) COVID-19 PANDEMIC

The Company’s management is unable to predict the full impact of COVID-19 on the Company.

The corona virus pandemic and subsequent state ordered shut down had an effect upon the Company’s operations. The Company’s access to capital was severely curtailed to totally eliminated, during the pandemic. The Company as yet does not know what the ultimate consequences of the pandemic will be upon its business model.

(13) SUBSEQUENT EVENTS

On May 31, 2021, the Company acquired two entities - Media Design Associates Inc, (MDA), and Booyah Technologies LLC, (BTL).

The Company issued 10,263,288 shares of common stock and a $625,000 promissory note and additional shares of the Company’s common stock. Asstock in a number equal to 50% of September 30, 2020, 400,000 shares had been issued under this agreement.

There were no issuancesMDA’s 2021 revenue divided by the average closing price of preferred orthe Company’s common stock during the three and nine months ended September 30, 2020.

NOTE 9. RELATED PARTY TRANSACTIONS

Consulting revenue from related parties

On February 15, 2019, the Company entered into a three-year contract to provide marketing and branding consulting services to a related party. The majority shareholder of the client is also a shareholder in the Company. Consulting revenue recognized for the threelast 20 trading days of 2021, in exchange for all the issued and nine months ended September 30, 2020 and 2019 was $45,136 and $79,856, and $35,836 and $88,284, respectively.

Consulting expense to related parties

On December 31, 2018, the Company extended for three years a previous consulting agreement with General Pacific Partners, LLC a company owned and operated by the CEO and majority shareholder, to provide consulting services in the motor sports marketing industry. The consulting agreement requires a $5,000 monthly fee and can be terminated by either party pursuant to a 60-day notice. During eachoutstanding common stock of the three and nine months ended September 30, 2020 and 2019, the Company incurred related party consulting expense of $16,350 and $15,000 and $46,350 and $45,000, respectively. As of September 30, 2020, and December 31, 2019, the Company had an accrued payable balance due to this related party of $125,863 and $150,000, respectively.

Lines of credit to related parties

On October 1, 2009, the Company entered into a line of credit agreement for up to $600,000 with a related party owned and operated by the CEO and majority shareholder that also provides motor sports marketing industry consulting services to the Company as needed. Under the agreement, the Company receives operating fund advances and reimbursement for expenses incurred on behalf of the Company. The loan bears interest at eight percent (8%) per annum. As of September 30, 2020, and December 31, 2019, the Company owed $44,588 and $18,364, respectively, on the line of credit to this related party. As of September 30, 2020, and December 31, 2019, the Company had accrued interest on this line of credit in the amounts of $129 and $35,929, respectively.

On August 5, 2013, the Company entered into a line of credit agreement for up to $600,000 with a related party owned and operated by the CEO and majority shareholder. Under the agreement, the Company receives operating fund advances and reimbursement for expenses incurred on behalf of the Company. As of September 30, 2020, and December 31, 2019, the Company owed $600 under this line of credit to this related party. As of September 30, 2020, and December 31, 2019, the Company had accrued interest of $83,578 and $83,542, respectively.

Notes payable – related party

On March 6, 2020, the Company borrowed $287,500 from a related party. The term of the note is 36 months with payments of $14,055 per month commencing April 6, 2020 including interest at 12%. On August 11, 2020, the loan was repaid in full. Interest expense of $13,690 has been paid.

Expense reimbursementsMDA.

The majority shareholderCompany issued 7,244,626 shares of common stock and additional shares of the Company pays certain ongoing operating costs from personal funds and is periodically reimbursed. AsCompany’s common stock in a number equal to 50% of September 30, 2020, and December 31, 2019,BTL’s 2021 revenue divided by the amount due to the shareholder was $10,936 and $11,601, respectively, and is reflected in accrued liabilities – related parties on the balance sheet.

NOTE 10. SUBSEQUENT EVENTS

COVID-19

Management has concluded that the COVID-19 outbreak in 2020 may have a significant impact on business in general, but the potential impact on the Company is not currently measurable. Due to the level of risk this virus may have on the global economy, it is at least reasonably possible that it could have an impact on the operationsaverage closing price of the CompanyCompany’s common stock for the last 20 trading days of 2021, in exchange for all the near term that could materially impact the Company’s financials. Management has not been able to measure the potential financial impact on the Company but will review commercialissued and federal financing options should the need arise.outstanding member units of BTL.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENT NOTICE

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.include:

Overview

This section contains forward-looking statements that involve risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date that they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The following discussion should be read in conjunction with the financial statements and notes thereto included herein.

We are a small technology services company that resells and integrates products within the “smart” home and small business markets. These products include network, entertainment, home theater, surveillance and security, access control, shades, lighting and control systems. We deliver our solutions containing some or all of these products in a manner that is custom designed to meet the unique preferences of our customers. The resulting highly personalized automation systems enable our customers to better utilize the power and capabilities of these technologies and realize greater reliability, speed, security, and harmony.

We have previously been engaged in an auto competition and event management business that has participated primarily in NASCAR and IMSA sanctioned events. We utilize our racecars to provide marketing and branding services to client advertisers desiring to use our racecars to market their product or service by having our vehicles carry their corporate brand. We have conducted limited operations to date.events, which business has been discontinued.

Jumpstart Our Business Startups Act

In April 2012, the Jumpstart Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things:

Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies;

Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934;

Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;

Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

In general, under the JOBS Act a company is an emerging growth company if its initial public offering ("IPO") of common equity securities was affected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of

The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

The JOBS Act also exempts the Company's independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.

The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company's accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company's independent registered public accounting firm to file a report on the Company's internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company's internal control over financial reporting.

Section 102(a) of the JOBS Act exempts emerging growth companies from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition, the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.

Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period. Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period and will “opt-in” and make use of the transitional period.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Significant Accounting Policies

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note 23 of the Notes to Condensed Consolidated Financial Statements describes the significant accounting policies used in the preparation of the condensed financial statements.Condensed Consolidated Financial Statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:

Use of Estimates – These financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, our management has estimated the expected economic life of our long livedlong-lived assets, our net operating loss for tax purposes. Actual results could differ from those estimates.

Cash and Equivalents – We maintain our cash in bank deposit accounts, which at times, may exceed federally insured limits. We have not experienced any losses in such account.

Revenue Recognition – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The impact of the Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures.

The majorityOur principal operations involve the resale of revenues are from consultinghome electronics products and design and installation services provided at eventsrelating to these products. Payment is due upon completion, which range from one daycorresponds to one week in length. The revenues from these events area single performance obligation. Revenue is recognized upon completion of the contracted services. Incontracts as the event that the Company’s revenues are for services provided under contracts greater than one month in length, the contracts will be billed in total at the onsetperformance obligation is satisfied by transferring control of the contact period,goods and services to the extent that billings exceed revenue earned, the Company will record such amount as deferred revenue until the revenue is earned. We recognize revenue on these contracts in the period the services are provided under the contract. Expenses associated with providing the servicescustomer. Our expenses are recognized in the period the products are delivered and services are provided which coincides with when the revenue is earned.

Our revenues, to date, has been derived from consulting fees . Revenue is recognized on an accrual basis as earned under contract terms.provided.

Property and equipment – Property and equipment are recorded at cost and depreciated under the straight linestraight-line method over each item's estimated useful life. The Company uses a 5 year life for racecars and equipment, 7 years for furniture and fixtures.

Long-Lived Assets – We follow FASB ASC 360-10-35 which has established a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long livedlong-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. During the periods ending September 30, 2020March 31, 2021 and December 31, 20192020 no impairment losses were recognized.

Stock Based Compensation – We recognize expenses for stock-based compensation arrangements in accordance with provisions of Accounting Standards Codification 718. Accordingly, compensation cost is recognized for the fair value of the instrument issued. For equity instruments issued to non-employees, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services required are completed.

Plan of Operations

The Company was organized in 2007 as R-Course Promotions, LLC, a California limited liability company, which in 2009 was merged with and into RC-1, Inc., a Nevada corporation (the “Company”). The Company has been engaged since its inception in various aspects of the motorsports industry (the “Motorsports Business”). The Company made a fundamental shift when it consummated a transaction under a Share Exchange Agreement (the “Share Exchange Agreement”) with The Home Integrator Holdings, LLC, a Delaware limited liability company (“Hi Solutions”).

Hi Solutions was formed in January 2020 to deliver technology solutions to the home and small business markets. Our technology solutions enable smarter homes and a smarter work-from-home workforce by connecting and integrating technologies to achieve greater reliability, speed, security, and harmony.

The Company intends to implement its business strategy by:

Plan

We plan to acquire companies in our Rollup Program by issuing shares of Operationsour Common Stock in exchange for the equity securities of the owners of the acquired companies. We believe that the issuance of our Common Stock will be attractive to such owners, and that as holders of our Common Stock, these owners, many of whom will also be the senior managers of the acquired companies, will be aligned to continue in the employ of the Company and are incentivized to create additional value for our stockholders.

RC-1,Effective November 30, 2020, Hi Solutions completed the acquisition of The Home Integrator of the Delaware Valley, LLC (“Hi Delaware Valley”) through a Unit Exchange Agreement dated as of November 30, 2020. Hi Delaware Valley was formed in January 2020 for the express purpose of entering the Target Business Sector before embarking on the planned Rollup Program. Hi Delaware Valley commenced its business in June and is the first acquisition completed in the Rollup Program. The Company’s financial results for the fiscal quarter ended March 31, 2021 are substantially the results of Hi Delaware Valley.

The Company recently acquired the following two additional companies on May 31, 2021:

The MDA acquisition was consummated pursuant to an Agreement and Plan of Merger (the “Company”“Merger Agreement”) dated as of May 31, 2021 by and among the Company, MDA Acquisition Corporation, a wholly-owned subsidiary of the Company (the “Merger Subsidiary”), was incorporated inMDA and Michael Wohl, a resident of the State of Nevada on May 14, 2009. The Company isFlorida. Pursuant to the terms of the Merger Agreement, the Merger Subsidiary merged with and into MDA (the “Merger”) and Michael Wohl was issued 10,263,288 shares of our Common Stock and a motorsports marketing and consulting business focused primary in road racing events in North America utilizing NASCAR type competition equipment. The Company is currently considered to bepromissory note in the development stage, and has generated only limited revenues from its activities inamount of $625,000 (the “Note”). The Note is payable on or prior to August 15, 2021. MDA is now a wholly owned subsidiary of the racing business.

We will continueCompany as a result of this merger. The shares of our Common Stock issued to focus in “Road Racing” motorsports events organized by several motorsports sanctioning bodies such as The National Association for Stock Car Auto Racing ("NASCAR"), and The International Motorsports Association ("IMSA") and the Sports Car Vintage Racing Association (SVRA).Michael Wohl were valued at a negotiated price of $0.2436 per share.

In addition we intend to continue to competethe shares of Common Stock issued in the SVRAMerger, Michael Wohl is eligible to be issued additional shares of Common Stock under the terms of the Merger Agreement equal to fifty percent (50%) of the revenues generated by MDA during the fiscal year ending December 31, 2021. Any such shares of Common Stock will be issued at a value equal to the average closing price of the Common Stock on the last twenty days of trading in 2021.

The Booyah acquisition was consummated pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) dated as of May 31, 2021 by and among the GAAS seriesCompany, Booyah and Ben Marlow, a resident of the Commonwealth of Pennsylvania. Pursuant to the terms of the Purchase Agreement, the Company issued 7,244,626 shares of our Common Stock to Ben Marlow in an effortexchange for all of the outstanding membership interests of Booyah (the “Exchange”). Booyah is now a wholly owned subsidiary of the Company as a result of this exchange. The shares of our Common Stock issued to promote our business and brandBen Marlow were valued at a negotiated price of $0.2436 per share.

In addition to the shares of Common Stock issued in the western United States.Exchange, Ben Marlow is eligible to be issued additional shares of Common Stock under the terms of the Purchase Agreement equal to fifty percent (50%) of the revenues generated by Booyah during the fiscal year ending December 31, 2021. Any such shares of Common Stock will be issued at a value equal to the average closing price of the Common Stock on the last twenty days of trading in 2021.

Going Concern

As of September 30, 2020, RC-1, Inc.March 31, 2021, the Company had an accumulated deficit of $3,362,153,approximately $460,000 and a working capital deficiencynegative operating cash flow of $368,704.approximately $326,000. These factors, together with our historical operating losses raise substantial doubt about our ability to continue as a going concern.

Management expects to raise $300,000 in capital through the issuance of debt and equity andThe Company believes it will be able to raise sufficient capital over the next twelve months to finance operations. The Company expects to raise up to $500,000 in capital through the issuance of convertible debt prior to June 30, 2021 and up to additional $4.5 million from the sale of Common Stock prior to September 30, 2021. In addition, the Company expects to generate net positive income and cash flows from the companies it acquires in its Rollup Program. However, there can be no assurances that the Company will be successful in raising this regardamount of capital or will be ableachieving positive cash flow from its operating losses to provide to eliminate its operating losses. The accompanying financial statements do not contain any adjustments which may be required as a result of this uncertainty.

Expected management estimates for the cost of operating the business through September 30, 2021 will require additional capital of up to Three Hundred Thousand dollars ($300,000) consisting of: $20,000 for registration and licenses required for entry in sanctioned racing events; $20,000 for travel and lodging; $20,000 for marketing and branding; $30,000 for legal and accounting; $15,000 for engineers and consultants; $15,000 for parts, $90,000 for engine and transmission leases. $50,000 for fuels and tires; $10,000 for racecar transport and travel; $20,000 for debt service of all Company notes payable; and $10,000 in airfare and rental cars.

The Company has no outstanding payments due for the lease of race cars at this time.

The Company intends to hold discussions with existing shareholders, new prospective shareholders and various lenders in pursuing the capital we need for the upcoming twelve months of operations. Additionally, the Company may elect to draw down additional proceeds from its line of credit with General Pacific Partners, LLC and TVP Investments, LLC, Inc. There can be no assurance that we will be able to raise any additional equity or debt capital.

The Company’s capital requirements consist of general working capital needs, scheduled principal and interest payments on debt when required, obligations, and capital expenditures. The Company’s capital resources consist primarily of cash generated from proceeds through the issuances of common stock. At September 30, 2020, the Company had cash of approximately $45,000.

Result of Operations

Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

Revenues

The Company recognized $50,136 in related party revenue during the three months ended September 30, 2020 and $35,836 revenue for the same period in 2019. The Company recognized $5,000 consulting revenue from unrelated parties in the three months ended September 30, 2020. The Company did not recognize any racing event related revenue. The increase in revenue for the quarter was due to an increase in contracted consulting revenue.

The Company capital requirements consist of general working capital needs. The Company estimates that the cost of operating its business through September 30, 2021 will require additional capital of a minimum of $2,000,000 to fund an estimated:

At March 31, 2021, the Company had cash of approximately $241,800.

Result of Operations

Three Months Ended March 31, 2021

The Company’s business was commenced in the second quarter of 2020. As a result, the Company does not have a same prior year period with which to compare current year operating results.

Revenues

The Company recognized $61,854 in revenues, all generated by our Hi Delaware Valley subsidiary The Hi Delaware Valley revenue consisted of $37,120 from the re-sale of product and $24,734 from the provision of services.  

Operating Expenses

For the three months ended September 30, 2020March 31, 2021, operating expenses were $29,841 compared to $37,306 in 2019 for a decreasetotal of $7,465. The decrease is due to a decrease in general and administrative expenses,

Interest and Financing Costs

Interest was $7,418 for the three months ended September 30, 2020 compared to $1,944 in the three months ended September 30, 2019. The increase in the interest expense was related directly to an increase in the overall debt of the company. The Company recognized interest income of $3,488 related to notes and lease receivables.$319,000.

Net Loss

The Company incurred incomea net loss of $16,365$290,700 in the three months ended September 30, 2020 compared to a loss of $3,414 during the three months ended September 30, 2019, due to the factors discussed above.March 31, 2021.

Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Revenues

The Company recognized $84,856 in revenue during the nine months ended September 30, 2020 and $88,284 revenue for the same period in 2019. The Company did not recognize any racing event related revenue. The decrease in revenue for the quarter was due to an decrease in contracted consulting revenue.

Operating Expenses

For the nine months ended September 30, 2020 operating expenses were $101,219 compared to $131,137 in 2019 for a decrease of $29,918. The decrease is due to a decrease in general and administrative expenses to $10,119 from $56,787.

Interest and Financing Costs

Interest expense was $22,185 for the nine months ended September 30, 2020 compared to $6,260 in the nine months ended September 30, 2019. The increase in the interest expense was related directly to an increase in the overall debt of the company. The Company recognized interest revenue of $16,816 for the nine months ended September 30, 2020 related to financing leases initiated in 2020. In addition, the Company recorded a $20,000 gain on the sale of racecars to a related party in 2019.

Net Loss

The Company incurred losses of $21,732 in the nine months ended September 30, 2020 compared to $29,113 during the nine months ended September 30, 2019, due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

The Company had $45,064approximately $241,800 in cash at September 30, 2020 with a working capitalMarch 31, 2021, an accumulated deficit of $368,704. Asapproximately $460,000 and negative operating cash flow of Decemberapproximately $326,000. These factors, together with our historical operating losses raise substantial doubt about our ability to continue as a going concern.

Cash Flows for the Three Months Ended March 31, 2019,2021 Compared to the Company hadThree Months Ended March 31, 2020.

Operating activities

During the three months ended March 31, 2021, we used $326,000 in cash from operating activities compared to $0 in cash provided during the same prior year period, an increase of $50,106 with a working capital deficit of $348,624.$326,000. The increase was due to the net loss in the current quarter and from an increase in inventory and decrease in liabilities.

Cash Flows for the Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019.

Operating activities

During the nine months ended September 30, 2020, we were provided with $235,620 in cash from operating activities compared to $45,233 in cash provided during the nine months ended September 30, 2019, an increase of $190,387. The increase was due to an increase in accounts payable and a decrease in payment of lease receivable.

InvestingFinancing activities

We used $266,886were provided $546,500 in cash in investingfinancing activities during the ninethree months ended September 30, 2020March 31, 2021 compared to $0 during the nine months ended September 30, 2019,same prior year period, due to the purchaseprivate placement of an asset for$550,000 of equity securities completed by Hi Solutions in January 2021, reduced by payments on a finance lease.vehicle loan.

Financing activities with Related Parties

During the nine months ended September 30, 2020, we were provided $26,224 in cash from financing activities compared to using $55,769 during the nine months ended September 30, 2019. The increase was due to an increase in monies received from our line of credit.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company,” we are not required to provide the information under this Item 3.

ITEM 4. Controls and Procedures

Evaluation of disclosure controls and procedures procedures

Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our Chief Executive Officer as of the end of the period covered by this report, our Chief Executive Officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting identified below.

As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

This quarterly report does not include an attestation report of our registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered independent public accounting firm.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting occurred during the ninethree months ended September 30, 2020March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or material pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

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

DuringPursuant to the three months ended September 30, 2020, there were no saleterms of the Share Exchange Agreement, the Company issued up to 85,789,474 shares of Common Stock in exchange for 100% of the Company's common stock.membership interests of Hi Solutions.

These securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(2) of the Securities Act. The securities were exempt from registration under Section 4(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since they agreed to, and received, share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

ITEM 3. Default Upon Senior Securities

During the three months ended September 30, 2020,March 31, 2021, the Company had no senior securities issued and outstanding.

ITEM 4. Mine Safety Disclosures

Not applicable to our Company.applicable.

ITEM 5. Other Information

None.Subsequent Events

The Company consummated two acquisitions on May 31, 2021.

The Company acquired all of the outstanding capital stock of Media Design Associates, Inc., a Florida corporation based in Ft. Lauderdale, Florida (“MDA”). This acquisition was consummated pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 31, 2021 by and among the Company, MDA Acquisition Corporation, a wholly-owned subsidiary of the Company (the “Merger Subsidiary”), MDA and Michael Wohl, a resident of the State of Florida. Pursuant to the terms of the Merger Agreement, the Merger Subsidiary merged with and into MDA (the “Merger”) and Michael Wohl was issued 10,263,288 shares of our Common Stock and a promissory note in the amount of $625,000 (the “Note”). The Note is payable on or prior to August 15, 2021. MDA is now a wholly owned subsidiary of the Company as a result of this merger. The shares of our Common Stock issued to Michael Wohl were valued at a negotiated price of $0.2436 per share.

In addition to the shares of Common Stock issued in the Merger, Michael Wohl is eligible to be issued additional shares of Common Stock under the terms of the Merger Agreement equal to fifty percent (50%) of the revenues generated by MDA during the fiscal year ending December 31, 2021. Any such shares of Common Stock will be issued at a value equal to the average closing price of the Common Stock on the last twenty days of trading in 2021.

The Company acquired all of the outstanding membership interests of Booyah Technologies LLC, a Pennsylvania limited liability company based in Huntington Valley, Pennsylvania (“Booyah”). This acquisition was consummated pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) dated as of May 31, 2021 by and among the Company, Booyah and Ben Marlow, a resident of the Commonwealth of Pennsylvania. Pursuant to the terms of the Purchase Agreement, the Company issued 7,244,626 shares of our Common Stock to Ben Marlow in exchange for all of the outstanding membership interests of Booyah (the “Exchange”). Booyah is now a wholly owned subsidiary of the Company as a result of this exchange. The shares of our Common Stock issued to Ben Marlow were valued at a negotiated price of $0.2436 per share.

In addition to the shares of Common Stock issued in the Exchange, Ben Marlow is eligible to be issued additional shares of Common Stock under the terms of the Purchase Agreement equal to fifty percent (50%) of the revenues generated by Booyah during the fiscal year ending December 31, 2021. Any such shares of Common Stock will be issued at a value equal to the average closing price of the Common Stock on the last twenty days of trading in 2021.

ITEM 6. Exhibits

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K

* Filed herewith.

** To be filed by amendment

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RC-1, Inc.

November 17, 2020June 4, 2021

By: /s/ Kevin O'ConnellJohn E. Parker

Kevin O'ConnellJohn E. Parker

Chief Executive Officer