Overview

On June 21, 2013, the Company completed the acquisition of certain assets from Michael R. Rosa, its Chief Executive Officer, and commenced business operations. From the closing of the acquisition, the Company had raised capital, hired employees, leased space, engaged consultants and advisors, conducted extensive sales and marketing related activities both domestically and internationally, negotiated vendor relationships and engaged sales representatives.

As of January 2, 2015, the Company's business was operated through its wholly-owned subsidiary, Enviro Pack Technologies, Inc. Effective on or about January 15, 2015, the Company changed its name to The Enviromart Companies, Inc. and the Company's wholly-owned subsidiary, EnviroPack Technologies, Inc., changed its name to Enviromart Industries, Inc.

On October 23, 2017, the Company changed its name to "ECARD INC.", effective as of October 23, 2017.





Sale of Operating Business

On February 16, 2016, The Rushcap Group, Inc. ("Rushcap"), an affiliate of Mark Shefts (then a significant shareholder of the Company), notified us that it would discontinue its funding of our wholly owned subsidiary, effective March 31, 2016, under the Inventory Financing Agreement dated June 19, 2015.

In light of the discontinuation of funding, our Board assessed the operating company's current business and funding prospects, including whether to transfer the operating subsidiary to Michael R. Rosa, our founder and a significant shareholder, in accordance with that certain agreement among the Company, Mr. Rosa and Mr. Shefts, dated July 14, 2014 (the "Break-up Agreement"). The Break-up Agreement was disclosed in the Company's Current Report on Form 8-K filed July 18, 2014, which is incorporated herein by reference.

Our Board concluded that the discontinuation of funding would have a material adverse effect on our business, financial condition and results of operation, as it did not believe that it would be able to timely secure funding to replace the discontinued Inventory Financing and on March 17, 2016, our Board approved the sale of our sole operating subsidiary, Enviromart Industries, Inc., to Michael R. Rosa.

On March 21, 2016, we entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, Inc., our sole operating subsidiary, pursuant to which we transferred to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc. In consideration for such transfer, Mr. Rosa transferred all of the 13,657,500 shares of the Company's common stock owned by him, which have been since reclassified as authorized and unissued shares.

The above-described transaction closed on July 21, 2016, effective April 1, 2016, and was approved by a majority of the Company's shareholders by written consent on May 4, 2016. Upon consummation of the transaction, the Company's operating business was discontinued and the Company started seeking to acquire an operating business with strong growth potential. Upon the closing of the transaction, Mr. George Adyns resigned from the Board and resigned from his position as the Company's Chief Financial Officer.

On October 5, 2017, the Company entered a share exchange agreement with Eastone Equities, LLC and certain stockholders of the Companies (the "SPA"), pursuant to which Eastone Equities, LLC acquired 44,566,412 shares of common stock of the Company (the "SPA Shares") from the selling stockholders for an aggregate purchase price of $295,000. The transaction contemplated in the SPA closed on October 9, 2017. The shares so acquired represent approximately 90% of the Company's issued and outstanding shares of common stock. The transaction resulted in a change in control of the Company.





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On October 23, 2017, the Company changed its name to "ECARD INC.", effective as of October 23, 2017.

On July 6, 2018, the Company submitted application materials to FINRA and requested to change its then ticker symbol from "EVRT" to "ECRD." The Company's common stock is currently quoted on the OTC Pink Market under the symbol "ECRD".

All of the disclosures in this Quarterly Report on Form 10-Q must be viewed in light of the disposition of our sole operating subsidiary and the value of the value of the Company is now dependent upon its ability to locate and consummate the acquisition of an operating business with strong growth potential.





Results of Operations

For the quarter ended September 30, 2019, we had a net loss of $1,279, as compared to that of $10,406 for the same period in 2018. The decrease in loss was primarily due to a decrease in the Company's operating expenses, which can be attributed to the Company's better budget control. We do not expect this loss to recur in subsequent periods. Unless and until the Company acquires an operating business, we expect our expenses to consist of legal fees, accounting fees, and administrative costs related to maintaining a public company.

General and Administrative Expenses

General and administrative expenses were $1,279 as of September 30, 2019, as compared to that of $10,406 for the same period in 2018. General and administrative expenses consist primarily of professional fees.





Recent Developments



None.

Critical Accounting Policies and Significant Judgments and Estimates

The Securities and Exchange Commission ("SEC") issued disclosure guidance for "critical accounting policies." The SEC defines "critical accounting policies" as those that require the application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Our significant accounting policies are described below. We anticipate that the following accounting policies will require the application of our most difficult, subjective or complex judgments:





Concentration of Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limits. The risk is managed by maintaining all deposits in high quality financial institutions.





Income Taxes

Income taxes are provided in accordance with FASB ASC 740 "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of September 30, 2019, all deferred tax assets continue to be fully reserved.





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Liquidity and Capital Resources

As of September 30, 2019, the Company had minimal cash.

As disclosed elsewhere in this Report, on October 5, 2017, the Company entered a certain SPA with Eastone Equities, LLC and certain selling stockholders, pursuant to which Eastone Equities, LLC acquired 44,566,412 shares of common stock of the Company from the selling stockholders for an aggregate purchase price of $295,000. The transactions contemplated in the SPA closed on October 9, 2017 and resulted in a change of control.

Simultaneously with the closing of the transactions contemplated in the SPA, effective as of October 23, 2017, Mr. Wayne Tsao was appointed as the Company's Chief Executive Officer, President and Chairman of the Board. Ms. Charlene Cheng was appointed as the Chief Financial Officer and as a Director of the Board.

As a result of the closing of the transactions contemplated in the SPA and the resulting change of control, the Company started seeking to acquire an operating business with strong growth potential.

The value of the Company is now dependent upon our ability to locate and consummate the acquisition of an operating business with strong growth potential. As of the date of this Report, we have minimal cash. However, unless and until the Company acquires an operating business, we expect our expenses to consist of legal fees, accounting fees, and administrative costs related to maintaining a public company.

If the Company needs to raise additional funds, we intend to do so through equity and/or debt financing.

Going Concern Consideration

During the nine months ended September 30, 2019, the Company was unable to generate cash flows sufficient to support its operations and was dependent on capital contributions made by one significant stockholder. In addition, the Company has experienced recurring net losses, and has an accumulated deficit of $1,163,351 as of September 30, 2019. These factors raise substantial doubt about the Company's ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from any future operations or that funds will be available from external sources such as debt or equity financings or other potential sources. If the Company were unable to raise capital from external sources when required, there would be a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders. The Company is currently seeking to acquire an operating company. However, there is no assurance that the Company will achieve this goal.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements as defined in Item 303(a) (4) (ii) of the SEC's Regulation SK.

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