The information contained in this quarter report on Form 10-Q/A is intended to
update the information contained in our Form 10-K dated March 29, 2021, for the
year ended December 31, 2020 and presumes that readers have access to, and will
have read, the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and other information contained in such Form 10-K. The
following discussion and analysis also should be read together with our
financial statements and the notes to the financial statements included
elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements appear in a number of places 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 strongly
encourage investors to carefully read the factors described in our Form 10-K
dated March 29, 2021, in the section entitled "Risk Factors" for a description
of certain risks that could, among other things, cause actual results to differ
from these forward-looking statements. We assume no responsibility to update the
forward-looking statements contained in this transition report on Form 10-Q. The
following should also be read in conjunction with the unaudited Condensed
Consolidated Financial Statements and notes thereto that appear elsewhere in
this report.
Company Overview
TrueNorth Quantum Inc. (formerly United Royale Holdings Corp.) (the "Company",
"TrueNorth") was incorporated under the laws of the State of Nevada on June 23,
2015 to offer planting and cultivation services to land owners in regards to the
planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. On
February 15, 2017, we changed our name from Bosy Holdings Corp. to United Royale
Holdings Corp. to facilitate our re-branding efforts and develop and enhance our
business.
The Company's products include a highly scalable, institutional-grade cloud
platform called the Northern Shield that enables the rapid build and scale of
decentralized applications across many industries. The Northern Shield is the
convergence of Security, Blockchain, AI, and Big Data into a single platform we
call Web 3.0. The Company has started to work with application development
companies to adapt or build their application using the Northern Shield. The
Northern Shield is offered as a Platform as a Service (PaaS) offering a complex
and highly secured and managed system reducing the cost of industry scale
application development for disruption in Healthcare, Fintech, AgTech, and
Wellness. These industries are transforming to a decentralized architecture
enabling the Northern Shield to disrupt the way business is done today. The
Company has numerous engagements to build applications using the Northern
Shield, allowing for highly secured and insured capability with a global scale
running on the blockchain. In addition to offering the Northern Shield as a
PaaS, we offer full application development to the business that has the
disruptive idea but needs a strong technical partner to implement their
decentralized vision. This contract software development service is offered on a
fixed price basis based on the Statement of Work mutually agreed to in a
services contract.
On September 30, 2018, the Company and Mr. CHEN Zheru, representing the sole
shareholder of IV Enterprises Development Limited, a Seychelles corporation
("IVED"), entered into a Sale and Purchase Agreement, pursuant to which the
Company acquired 100% (one hundred percent) of the shareholding of IVED. IVED
provides tree nurseries, including planting, cultivation and inoculation
services through its wholly-owned subsidiary, Oudh Tech Sdn Bhd, in Malaysia.
The acquisition is completed on September 30, 2018.
On March 30, 2021, the Company and Mr. Li Gongming ("Mr. Li"), the director of
the Company, signed an instrument of transfer, pursuant to which Mr. Li acquired
100% (one hundred percent) of the shareholding of IVED. The consideration was
set at $1, same as the consideration that the Company acquired IVED in 2018.
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Our Board of Directors, Li Gongming, Teoh Kooi Sooi and Soh Khay Wee resigned
from the board of directors on April 7, 2021. On the same day, Teoh Kooi Sooi
resigned from the roles of Chief Executive Officer, Chief Financial Officer and
Treasurer of the Company, David Edwin Evans resigned from the role of Chief
Operation Officer of the Company, Liao Lin resigned from the role of Chief Sales
Officer of the Company, Jaya C Rajamanickam resigned from the role of President
of the Company while Feliana Binti Johny resigned from the role of Secretary of
the Company.
On April 7, 2021, Mr. Gary Bartholomew was appointed as the Director, Chief
Executive Officer, Chief Financial Officer, President, Secretary, Treasurer of
the Company.
On April 22, 2021, CyberNorth Ventures Inc. acquired an aggregate of 109,423,767
shares of Common Stock of the Company, representing approximately 77.6% of the
issued and outstanding shares of Common Stock of the Company as of such date,
from the previous majority shareholders of the Company. As a result of such
acquisition CyberNorth Ventures Inc. is able to unilaterally control the
election of our board of directors, all matters upon which shareholder approval
is required and, ultimately, the direction of our Company. CyberNorth Ventures
Inc. is wholly owned by our director, Gary Bartholomew.
On October 4, 2021, the Company amended its Articles of Incorporation to (i)
change its name to TrueNorth Quantum Inc. and (ii) designate its Series A
Preferred Stock.
On October 20, 2021, the board of directors of the Company appointed Witold
(Wit) Ostrenko as a director of the Company, and appointed Brad Herr as the
Company's Chief Financial Officer.
On October 29, 2021, the Company closed its acquisition of TrueNorth Quantum
Inc. ("TNQ"), a corporation existing under the laws of the Province of Alberta,
Canada pursuant to the Exchange Agreement, Support Agreement and Trust Agreement
disclosed in the Company's Current Report filed October 13, 2021.
On November 8, 2021, the board of directors of the Company appointed William
Douglas (Doug) Beynon and David Mironov as directors of the Company.
Results of Operation
For the three months ended June 30, 2021 and 2020
Revenues
We have not generated any revenue for the three months ended June 30, 2021 and
2020.
General and administrative expenses
We incurred a total of $6,215 and $22,655 general and administrative expenses
during the three months ended June 30, 2021 and 2020 respectively. The general
and administrative expenses are mainly comprised of Form 10-Q review fee,
consulting fee, legal fee, transfer agent fee and Edgar filing fee. The decrease
of general and administrative expenses is due to decrease in salary payout.
Loss from discontinued operations
For the three months ended June 30, 2021 and 2020, loss from discontinued
operations of $0 and $1,199 consisted of the results of operations of the
disposed subsidiaries.
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Net loss
For three months ended June 30, 2021 and 2020, we had generated no revenues. We
incurred a total net loss of $6,215 and net loss of $23,854 for the three months
ended June 30, 2021 and 2020, respectively.
For the six months ended June 30, 2021 and 2020
Revenues
We have not generated any revenue for the six months ended June 30, 2021 and
2020.
General and administrative expenses
We incurred a total of $25,236 and $69,835 general and administrative expenses
during the six months ended June 30, 2021 and 2020 respectively. The general and
administrative expenses are mainly comprised of Form 10-Q review fee, consulting
fee, legal fee, transfer agent fee and Edgar filing fee. The decrease of general
and administrative expenses is due to decrease in salary payout.
Loss from discontinued operations
For the six months ended June 30, 2021 and 2020, loss from discontinued
operations of $8,062 and $2,376 consisted of the results of operations of the
disposed subsidiaries and loss form disposal of subsidiaries of $8,361 and $0,
respectively.
Net loss
For six months ended June 30, 2021 and 2020, we had generated no revenues. We
incurred a total net loss of $41,659 and net loss of $72,211 for the six months
ended June 30, 2021 and 2020 respectively.
Liquidity and Capital Resources
Cash Used in Operating Activities
For the six months ended June 30, 2021 and 2020, the cash flows used in
operating activities was $41,116 and $80,770 respectively. The decrease in cash
used in operation activities is primarily due to a decrease in operating
expenses.
Cash Used in Investing Activities
For the six months ended June 30, 2021 and 2020, the Company used $0 and $4,522
for purchase of biological assets, respectively.
Cash Provided by Financing Activities
For the six months ended June 30, 2021 and 2020, the cash flows provided by
financial activities was $34,385 and $27,987 respectively, consists of advances
from directors.
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Off-balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to our
stockholders as of June 30, 2021.
Contractual Obligations
None.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with the accounting principles generally accepted in the United States of
America. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, and
expenses. These estimates and assumptions are affected by management's
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our financial
statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. The estimates and judgments will also affect the
reported amounts for certain expenses during the reporting period. Actual
results could differ from these good faith estimates and judgments.
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