Certain information included herein contains forward-looking statements that involve risks and uncertainties within the meaning of Sections 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934. The words, such as "may," "would," "could," "anticipate," "estimate," "plans," "potential," "projects," "continuing," "ongoing," "expects," "believe," "intend" and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this Form 10-K and include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, or our directors or our officers, with respect to, among other things: (i) our liquidity and capital resources; (ii) our financing opportunities and plans; (iii) continued development of business opportunities; (iv) market and other trends affecting our future financial condition; and (v) our growth and operating strategy. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The factors that might cause such differences include, among others, the following: (i) we have incurred significant losses since our inception; (ii) any material inability to successfully develop our business plans; (iii) any adverse effect or limitations caused by government regulations; (iv) any adverse effect on our ability to obtain acceptable financing; (v) competitive factors; and (vi) other risks including those identified in our other filings with the Securities and Exchange Commission.





Overview

The following discussion and analysis of our financial condition and results of operations ("MD&A") should be read in conjunction with our consolidated financial statements and the accompanying notes to the consolidated financial statements included in this Form 10-K.

The MD&A is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.




COVID-19 Pandemic Update

The ongoing outbreak of Coronavirus (COVID-19) has caused significant disruptions to national and global economies and government activities.

The pandemic did not have a substantial net impact to our consolidated operating results or our liquidity position in fiscal year 2020. In fiscal year 2020, we did not observe any impairments of our assets or a significant change in the fair value of assets due to the pandemic.

However, given the global economic slowdown, and the other risks and uncertainties associated with the pandemic, our business, financial condition, results of operations and growth prospects could be materially adversely affected. The extent to which the COVID-19 pandemic impacts our business, the business of our commercial partners, our corporate development objectives, our ability to access capital and the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States and other countries, and the effectiveness of actions taken globally to contain and treat the disease.





Background

The Company does not currently engage in any business activities that provide cash flow. Subsequent to the change of control that occurred in March 2020, the Company is now focused in the real estate development industry.

No revenue was generated by the Company during the 2020 fiscal year.


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During the next 12 months, we anticipate incurring costs related to:





  - Purchasing additional real estate
  - Developing real estate properties
  - Operating developed properties
  - Filing of Exchange Act reports

We believe we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management or other investors. There are no assurances that such funds will be advanced or that the Company will be able to secure any additional funding as needed.





Material Agreements

We entered into the following three material purchase agreements during the year ended September 30, 2020:

Bedford, New York Property

We purchased 23.45 acres of land in Bedford, New York, for a total purchase price of $766,210. This property will be held for future real estate development.

Blue Diamond Ranch

In July 2020, we entered into a purchase agreement to acquire certain land near Ely, Nevada, including equipment, grazing permits and mineral rights, for approximately $15,000,000. We paid an escrow deposit of $500,000, with approximately $14,500,000 due to the seller at closing. Under the agreement, the deposit is forfeited if due diligence is not completed by December 1, 2020. We failed to close the transaction, and forfeited the $500,000 deposit.

Beespoke Capital Colorado, Inc.

In October 2019, before the change in control, we purchased the assets of Beespoke Capital Colorado, a broker-dealer firm ("Beespoke"). Subsequently, the licenses of Beespoke issued by the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities and Exchange Commission ("SEC") expired and the principal officer of Beespoke resigned. Our current management is in the process of renewing such licenses. We converted Beespoke from a limited liability company to a corporation and changed its domicile from Colorado to Connecticut. Pending renewal of regulatory licenses, Beespoke is inactive.





Results of Operations

Years Ended September 30, 2020 and 2019

We generated no revenues during the fiscal years ended September 30, 2020 and 2019. Legal and accounting fees were $246,790 and $16,641, in the years ended September 30, 2020 and 2019, respectively. This was due to an increase in business activity in 2020. General and administrative expenses were $35,210 and $3,768 for the years ended September 30, 2020 and 2019, respectively. This increase was also due to an increase in business activity in 2020.

We incurred liquidated damages of $500,000 related to a forfeited escrow on a real estate transaction during the year ended September 30, 2020. There was no similar transactions during the year ended September 30, 2019.

Interest expense of $898 for the year ended September 30, 2020 is related to accrued interest on promissory notes. Interest expense of $15,755 for the year ended September 30, 2019 is primarily related to a $15,000 beneficial conversion feature on a convertible note payable that the Company issued. In October 2018 and January 2019, we received funding from issuing $5,000 and $10,000 respectively, of convertible notes payable to a legal custodian of the Company. The notes bear interest at an annual rate of 10% and are convertible to common shares of the Company at $0.0001 per share. As of September 30, 2019, these notes were converted into common stock. Interest expense of $755 for the year ended September 30, 2019 was related to accrued interest on promissory notes.

For the year ended September 30, 2019, $549 of accrued interest was outstanding on the notes payable. In connection with the above notes, the Company recognized a beneficial conversion feature of $15,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2019.

During the year ended September 30, 2020, these promissory notes were forgiven as a result of a change of control.


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Liquidity and Capital Resources

In assessing its liquidity, management monitors and analyzes the Company's cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. The Company, as of the date of this filing had approximately $9,500,000 in cash, which can be used to finance operations over the next 12 months. However, the Company has not generated any revenues from operations to date. For the years ended September 30, 2020 and 2019, our expenses were $782,000 and $20,409 respectively, consisting primarily of liquidated damages, legal and accounting fees, administrative expenses and filing fees. Net cash used in operating activities was $701,171 for the year ended September 30, 2020, compared to net cash used in operating activities of $33,004 for the year ended September 30, 2019. The ongoing expenses of the Company will be related to seeking out real estate development opportunities.

The effects of COVID-19 could impact the Company's ability to operate as a going concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from COVID-19. There are a wide range of factors to consider, including travel bans, restrictions on activity, government assistance and potential sources of replacement financing, financial health of vendors and customers and their effect on expected profitability and other key financial performance ratios, including information that shows whether there will be sufficient liquidity to continue to meet obligations when they come due.

At September 30, 2020, we had an accumulated deficit of $900,484 and cash of $2,551,600. At September 30, 2019, we had an accumulated deficit of $752,042 and cash of $0.

During the year ended September 30, 2020, Mr. Lee, the Company's Chief Executive Officer and controlling shareholder, paid the Company's outstanding legal fees and stock transfer agent fees and made a down payment for a company vehicle. These payments are offset by amounts he owes the Company. The net related party receivable balance as of September 30, 2020 is $5,992 and is non-interest bearing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

We review new accounting standards as issued. There are two pending accounting standards that we are currently evaluating as to their impact on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"), which amends disclosure requirements on fair value measurements in Topic 820. This amendment modifies the valuation process of fair value measurements by removing the disclosure requirements for the valuation processes for Level 3 fair value measurements, clarifying the timing of the measurement uncertainty disclosure, and including the changes in unrealized gains and losses for recurring Level 3 fair value measurements in other comprehensive income if held at the end of the reporting period. It also allows the disclosure of other quantitative information in lieu of the weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and should be applied prospectively for the most recent period presented in the initial fiscal year of adoption. The Company is currently evaluating the impact that this guidance will have on the Company's results of operations, financial position and cash flows.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company is currently assessing the impact of ASU 2019-12, but it is not expected to have a material impact on the Company's results of operations, financial position and cash flows.

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