FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of
Our consolidated unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in
As used in this quarterly report, the terms "we", "us", "our company", mean
General Overview
On
The terms of the Purchase Agreement completed on
On
On
Our address is 50 Division Street, Suite 501,
We have never declared bankruptcy or been in receivership. We have earned minimal revenues and have limited cash on hand. We have sustained losses since inception and have primarily relied upon the sale of our securities and loans from related parties for funding.
15 Table of Contents Our Current Business
We are currently in the development stage. Our business plan is to operate a fiber rejuvenation technology company. It plans on offering branded fabrics, apparel and uniforms to the corporate, hotel, hospital and military markets. We will achieve this by utilizing a patented and proprietary process for rejuvenating textile waste into high quality fabrics and apparel.
Our business plan also includes creating branded and authenticated replicas from the textile fibers of "event worn" apparel, formerly worn by celebrities within the music and sports industries. We have achieved this milestone and are in the process of creating commercial opportunities utilizing our process and trade secrets.
A novel strain of coronavirus ("Covid-19") emerged globally in
That said we have seen our business opportunities develop more slowly mostly as a result of supply chain shutdowns and the significant delays it has caused in bringing our products to market. We are in the process of re-developing our supply chain and hopefully should ameliorate our supply chain challenges in the very near future
On
On
On
We are in late stage discussions for several licenses and also in the process of re-building and re-launching our e-commerce site within the quarter
Our address is 50 Division Street, Suite 501,
The company has also completed the coding of three separate smart contracts based on the Ethereum Blockchain The smart contracts ERC 721, 721a and ERC 1155 are to be used in conjunction with the sale of both physical and virtual items in order to create the authentication, provenance and immutability of the products it will be offering including event worn clothing under the taglines of "Made from The Original" and "Event Worn ReBorn". It will also be the Smart Contract for the Company's future offering of Non-Fungible Tokens ("NFTS")
Results of Operations
The following table provides selected financial data about our company for the
three months period ended
March December 31,2022 31,2021 Change % Cash and cash equivalents$ 6,479 $ -$ 6,479 100 % Inventories $ - $ - $ - - Property and equipment$ 99,930 $ 112,416 $ (12,486 ) (11.11 )% Intangible assets$ 44,467 $ 61,466 $ (16,999 ) (27.66 )% Total Assets$ 150,876 $ 173,882 $ (23,006 ) (27.77 )% Total Liabilities$ 3,316,833 $ 3,853,272 $ (536,440 ) (13.92 )% Stockholders' Deficit$ (3,165,957 ) $ (2,678,080 ) $ (107,164 ) (13.95 )% 16 Table of Contents
The following summary of our results of operations, for the three months ended
Comparative three months period endingMarch 31, 2022 and 2021for revenues and operating expenses. Three Months Ended March 31, 2022 2021 Change % Revenue $ - $ 193$ (193 ) (100 )% Cost of Revenues - (1,050 ) 1,050 (100 )% Operating Expenses Depreciation and Amortization (29,485 ) (29,485 ) - - General and administrative expenses (22,200 ) (12,689 ) (9,511 ) (74.95 )% Professional Fees and Consulting (32,250 ) - (32,500 ) (100 )% Gain from extinguishment of debt 15,856 - 15,856 100 % Gain from derivative valuation 570,008 71,743 (3,602 ) 694.51 % Interest and Financing Cost (22,934 ) (14,938 )$ (212,073 ) (88.13 )% Other expenses - (3,602 ) (3,602 ) (100 )% Net Income (loss) 391,027 10,172 380,855 (3,744.15 )%
For the three months ended
Other Income consist of derivative valuation gain of
Liquidity and Capital Resources
The following table provides selected financial data about our company as of
Working Capital March 31 December 2022 31, 2021 Change % Current Assets$ 6,479 $ -$ (6,479 ) 100 % Current Liabilities$ (3,316,833 ) $ (3,853,273 ) (536,440 ) (13.92 )% Net working capital deficit$ (3,310,354 ) (3,853,273 )$ 542,919 (14.09 )% Our working capital deficit decreased as ofMarch 31,2022 , as compared toDecember 31, 2021 , due mainly to the decrease in the valuation of derivative liabilities. Cash Flows Three Months Ended March 31, 2022 2021 Change %
Cash Flows used in Operating Activities
- - - Cash Flows provided by Financing Activities$ 101,095 20,000 81,095 ) (405 )% Net Change in Cash During Period$ 6,479 10,767 4,288 (40 )% 17 Table of Contents
Cash Flow from Operating Activities
During the three months ended
The net cash used in operating activities for the three months ended
The net cash used in operating activities of
Cash Flow from Investing Activities
The Company did not use any funds for investing activities during the three
months ended
Cash Flow from Financing Activities
Net cash from financing activities was
Off-Balance Sheet Arrangements
We have no 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 that is material to stockholders.
The report of our auditors on our audited financial statements for the fiscal
year ended
Limited Operating History; Need for
There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have not generated any revenues from operations to fully implement our business plan. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.
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