10-Q 1 form10-q.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2018

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

 

For the transition period from ______ to _______

 

Commission File Number 333-201836

 

ROID GROUP, INC.

 

(Name of small business issuer in its charter)

 

Nevada   46-4261474
(State of incorporation)   (I.R.S. Employer Identification No.)

 

Dr. Kwanghyun Kim

Chief Executive Officer

10827 Cloverfield Pt.

San Diego, CA 92131

(Address of principal executive offices)

 

858.365.1737

(Registrant’s telephone number)

 

Copy of all Communications to:

Law Office of Andrew Coldicutt

1220 Rosecrans Street, PMB 258

San Diego, CA 92106

Phone: 619-228-4970

Info@ColdicuttLaw.com

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [  ] Smaller reporting company [X] Emerging growth Company [  ]

 

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes [  ] No [X]

 

As of May 21, 2019, there were 8,575,000 shares of the registrant’s $0.01 par value common stock issued and outstanding.

 

 

 

   
 

 

ROID GROUP, INC.*

 

TABLE OF CONTENTS

 

  Page
PART I. FINANCIAL INFORMATION  
   
ITEM 1. FINANCIAL STATEMENTS 3
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12
     
ITEM 4. CONTROLS AND PROCEDURES 12
     
PART II. OTHER INFORMATION  
   
ITEM 1. LEGAL PROCEEDINGS 12
     
ITEM 1A. RISK FACTORS 12
     
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 12
     
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
     
ITEM 4. MINE SAFETY DISCLOSURES 13
     
ITEM 5. OTHER INFORMATION 13
     
ITEM 6. EXHIBITS 13

 

Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ROID Group, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words “we,” “ROID,” “our,” “us,” the “Company,” refers to ROID Group, Inc.

 

2
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

ROID GROUP, INC.

 

Condensed Financial Statements

 

(Expressed in US dollars)

 

March 31, 2018 (unaudited)

 

Financial Statement Index

 

Condensed Balance Sheets (unaudited) 4
   
Condensed Statements of Operations (unaudited) 5
   
Condensed Statements of Stockholders’ Equity (unaudited) 6
   
Condensed Statements of Cash Flows (unaudited) 7
   
Notes to the Condensed Financial Statements (unaudited) 8

 

3
 

 

ROID GROUP, INC.

BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

 

   March 31, 2018   December 31, 2017 
   (Unaudited)   (Audited) 
Assets          
Current Assets          
Cash and bank deposit  $79,342   $83,905 
Accrued interest   92    - 
Loan receivable from related party   19,883    19,883 
Prepaid expenses   500    500 
Other receivable   9,573    9,573 
Total Assets  $109,390   $113,861 
           
Liabilities and Shareholders’ Equity          
Accounts payable and accrued liabilities  $6,100   $8,300 
Payroll liabilities   -    - 
Due to Related party   73,066    70,666 
Total Liabilities   79,166    78,966 
           
Shareholders’ Equity          
Common Stock          
30,000,000 shares authorized, $0.01 par value 8,575,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017   85,750    85,750 
Additional paid-in capital   513,471    513,471 
Accumulated deficit   (568,997)   (564,326)
Total Shareholders’ Equity   30,224    34,895 
Total Liabilities and Shareholders’ Equity  $109,390   $113,861 

 

The accompanying condensed notes are an integral part of these financial statements

 

4
 

 

ROID GROUP, INC.

STATEMENTS OF OPERATIONS (Unaudited)

(EXPRESSED IN US DOLLARS)

For three months ended March 31, 2018 and 2017

 

   Three month ended 
   March 31, 2018   March 31, 2017 
         
Revenue  $-   $ 
           
Selling, General and administrative expenses          
Professional fees   1,500    3,798 
Payroll expenses   -    252 
Administrative expense   528    153 
Transfer agent fee   335    300 
Rent expense   2,400    2,400 
Total operating expenses   4,763    6,903 
           
Other income (loss)          
Interest income   92    703 
Total other income   92    703 
           
Net loss  $(4,671)  $(6,200)
           
Net loss per share  $(0.00)  $(0.00)
Weighted Average Shares Outstanding   8,575,000    8,575,000 

 

The accompanying condensed notes are an integral part of these financial statements

 

5
 

 

ROID Group, Inc.

Statements of Stockholders’ Equity (Unaudited)

For the three months ended March 31, 2018 and 2017

 

   Common       Additional Paid-in   Accumulated     
   Stock   Amount   Capital   Deficit   Total 
                     
Balance – December 31, 2016   8,575,000    85,750    489,250    (433,553)   141,447 
                          
Net loss for three months ended March 31, 2017                  (6,200)   (6,200)
                          
Balance – March 31, 2017   8,575,000    85,750    489,250    (439,753)   135,247 
                          
Balance – December 31, 2017   8,575,000    85,750    513,471    (564,326)   34,895 
                          
Net loss for the three months ended March 31, 2018                  (4,671)   (4,671)
                          
Balance – March 31, 2018   8,575,000    85,750    513,471    (568,997)   30,224 

 

The accompanying condensed notes are an integral part of these financial statements

 

6
 

 

ROID GROUP, INC.

STATEMENTS OF CASH FLOWS (Unaudited)

(EXPRESSED IN US DOLLARS)

For three months ended March 31, 2018 and 2017

 

   three months ended 
   March 31, 2018   March 31, 2017 
         
Cash flows from operating activities          
Net loss  $(4,671)  $(6,200)
Adjustments to reconcile net loss cash used in operating activities;          
Stock issuance for services   -    - 
Changes in operating assets and liabilities:          
Accrued interest   (92)   (703)
Accounts payable and accrued liabilities   (2,200)   2,273 
Due to related party   2,400    2,400 
Payroll liabilities   -    (84)
Net cash used in operating activities   (4,563)   (2,314)
           
Investing activities          
Loan receivable   -    - 
Net cash provided by (used in) investment activities   -    - 
           
Financing activities          
           
Proceeds from stock issuance   -    - 
Net cash provided by financing activities          
           
Net cash increase   (4,563)   (2,314)
Beginning cash balance   83,905    26,978 
Ending cash balance  $79,342   $24,664 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $-   $- 
Cash paid for tax  $-   $- 

 

The accompanying condensed notes are an integral part of these financial statements

 

7
 

 

ROID Group, Inc.

Notes to the Financial Statements

March 31, 2018 (Unaudited)

(Expressed in US Dollars)

 

 

1.Nature of Business and Continuance of Operations

 

ROID Group, Inc. (the “Company”) was incorporated in the State of Nevada on December 4, 2013. The company is the process of implementing its business plan, and its efforts were primarily devoted to the establishment and start up of its business.

 

ROID Group, Inc. plan to do mainly marketing of quantum dot (QD) materials for bio-imaging based on unique technology compared to other completive company like Nanosys Inc’s QD, in U.S.A., the QD materials for bio-imaging has been already developed in Korea as a lab scale product. It means the production of the QD materials will be in Korea. ROID Group, Inc. will also do financing for the QD production & marketing. Besides, ROID Group, Inc. will do consulting Korean companies which are ready to do business in U.S.A. and for world-wide market.

 

These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the period from inception on December 4, 2013 through March 31, 2018, the Company has incurred accumulated losses totalling $568,998. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

2.Summary of Significant Accounting Policies

 

  a) Basis of Presentation

 

These financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is December 31.

 

  b) Use of Estimates

 

The preparation of financial statements in conformity with United States 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

  c) Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

 

  d) Financial Instruments

 

The Company’s financial instruments consist principally of cash, accounts payable, and related party payables. The fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and related party payables approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

 

  e) Earnings (Loss) Per Share

 

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At March 31, 2018 and 2017, the Company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.

 

8
 

 

  f) Income Taxes

 

The Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

  g) Recent Accounting Pronouncements

 

Jumpstart Our Business Startups Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

2.Related Party Transactions

 

a)The Company rents office from related party which is an officer. Rental is $800 per month and month to month basis. Total rental is $2,400 for the three months ended March 31, 2018 ($2,400 for the three months ended March 31, 2017). As of March 31, 2018, and December 31, 2017, outstanding rentals were $14,800 and $12,400, respectively.

 

b)On July 29, 2016, the Company decided not to pay the payroll of two officers from July 2016. The Company will restart the payment at the time of the future normalization of its business. As of December 31, 2017, the Company has outstanding paychecks of $37,789 and $20,476 to Kwanghyun Kim, director and Myonggae Cha, an officer, respectively. They agreed those amounts reclassified as due to related party.

 

3.Loan receivable

 

On August 18, 2015, the Company entered loan agreement of $250,000 with ADQD, Inc., a related party. Dr. Kim, an officer of the Company, is an officer of ADQD, Inc. too. Interest rate is 2.5% and maturity was August 18, 2016. On August 13, 2016, the Company agreed to extend maturity to August 18, 2017. On November 6, 2015, the Company got paid $151,000. As of December 31, 2017, and December 31, 2016, $99,000 is outstanding. As of December 31, 2017, accrued interest of $6,693 ($4,225 as of December 31, 2016) was recorded. The Company analysed the collectability of the Note Receivable and related accrued interest and decided that $101,282 is uncollectible. The Company recorded those amounts as bad debt expenses in 2017. The Company received remaining balance of $4,883 from ADQD, Inc. on May 1, 2018.

  

4.Loan receivable (continued)

 

On September 28, 2016, the Company entered loan agreement of 15,000 with RadTek, Inc., a related party. Dr. Kim, an officer of the Company, is of an officer of RadTek, Inc. too. Interest rate is 2.5% and maturity is September 29, 2017. The Company amended that this loan is due on demand. As of March 31, 2018, and December 31, 2017, $15,000 is outstanding.

 

5Stockholders’ Equity

 

The Company’s authorized capital consists of 30,000,000 shares of common stock with a par value of $0.01 per share.

 

As of March 31, 2018, the Company has issued and outstanding 8,575,000 common shares.

 

6.Subsequent Events

 

Management has reviewed and evaluated subsequent events through the date on which the current financial statements were issued.

 

9
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

 

FORWARD-LOOKING STATEMENTS

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our 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 those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

 

RESULTS OF OPERATIONS

 

Working Capital

 

  

March 31, 2018

$

  

December 31, 2017

$

 
Current Assets   109,390    113,861 
Current Liabilities   79,166    78,966 
Working Capital (Deficit)   30,224    34,895 

 

Cash Flows

 

  

March 31, 2018

$

  

March 31, 2017

$

 
Cash Flows provided by (used in) Operating Activities   (4,563)   (2,314)
Cash Flows provided by Financing Activities   -    - 
Cash Flows used in Investing Activities   -    - 
Net Increase (decrease) in Cash During Period   (4,563)   (2,314)

 

Results for the Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017

 

Operating Revenues

 

The Company’s revenues were $nil for the three months ended March 31, 2018 compared to $nil for the same period in 2017.

 

Cost of Revenues

 

The Company’s cost of revenues was $nil for the three months ended March 31, 2018 compared to $nil for the same period in 2017.

 

Gross Profit

 

For the three months ended March 31, 2018, the Company’s gross profit was $nil compared to $nil for the same period in 2017.

 

General and Administrative Expenses

 

General and administrative expenses consisted primarily of consulting fees, professional fees, travel, meals and entertainment relating to being a public company. For the three months ended March 31, 2018 and March 31, 2017, general and administrative expenses decreased to $4,763 from $6,903 for the same period in 2017 representing a decrease of $2,140 or 31%. The $2,140 decrease is primarily attributable to a decrease of $2,298 in professional fees.

 

Other Income (Expense)

 

Other income (expense) consisted of interest income from related party. For the three months ended March 31, 2018, there was a $92 gain from interest income. There was a $703 gain on interest income for the same period in 2017.

 

Net Income (loss)

 

Our net loss for the three months ended March 31, 2018, was $(4,671) compared with net loss of $(6,200) for the three months ended March 31, 2017, a decrease of $1,529 or 25%. The net loss is influenced by the matters discussed above.

 

Liquidity and Capital Resources

 

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing of funds.

 

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At March 31, 2018, the Company had total current assets of $109,390 compared to $113,861 at December 31, 2017. Current assets consisted primarily of cash, and a loan receivable. The decrease in current assets $4,471 was primarily attributed to a decrease in cash of $4,563 and an increase in accrued interest of $92.

 

At March 31, 2018, the Company had total current liabilities of $79,166 compared to $78,966 at December 31, 2017. Current liabilities consisted primarily of the accounts payable accrued liabilities, and due to a related party. The increase in our current liabilities was attributed to the increase in the amounts owed to related party of $2,400 and the decrease in Accounts payable and accrued liabilities of $2,200.

 

We had positive working capital of $30,224 as of March 31, 2018 compared to 34,895 as of December 31, 2017, a decrease of $4,671 or 13.4%.

 

Cashflow from Operating Activities

 

During the three months ended March 31, 2018, cash provided by (used in) operating activities was $(4,563) compared to $(2,314) for the three months ended March 31, 2017. The increase in the amounts of cash used for operating activities was primarily due to the decrease in accounts payable and accrued liabilities.

 

Cashflow from Investing Activities

 

During the three months ended March 31, 2018 cash used in investing activities was $nil compared to $nil for the three months ended March 31, 2017.

 

Cashflow from Financing Activities

 

During the three months ended March 31, 2018, cash provided by financing activity was $nil compared to $nil provided during the three months ended March 31, 2017.

  

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that there is substantial doubt about our ability to continue as a going concern without further financing.

 

Future Financings

 

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

 

Impact of Inflation

 

We believe that the rate of inflation has had a negligible effect on our operations.

 

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 financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Critical Accounting Policies

 

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

 

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Recently Issued Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial position or results of operations upon adoption.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2018, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on January 28, 2019, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

  

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

1. Quarterly Issuances:

 

None.

 

12
 

 

2. Subsequent Issuances:

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

  

ITEM 6. EXHIBITS

 

Exhibit Number   Description of Exhibit   Filing
3.1   Articles of Incorporation   Filed with the SEC on February 3, 2015 as part of the Company’s Registration Statement on Form S-1.
3.2   Bylaws   Filed with the SEC on February 3, 2015 as part of the Company’s Registration Statement on Form S-1.
10.01   Loan Agreement by and between the Company and RadTek, dated April 1, 2014.   Filed with the SEC on February 3, 2015 as part of the Company’s Registration Statement on Form S-1.
10.02   Loan Agreement by and between the Company and RadTek, dated May 1, 2014.   Filed with the SEC on February 3, 2015 as part of the Company’s Registration Statement on Form S-1..
10.03   Employment Agreement by and between the Company and Dr. Kwanghyun Kim, dated December 10, 2013.   Filed with the SEC on May 26, 2015 as part of the Company’s Amended Registration Statement on Form S-1/A.
10.04   Employment Agreement by and between the Company and Myoungae Cha, dated January 1, 2014.   Filed with the SEC on May 26, 2015 as part of the Company’s Amended Registration Statement on Form S-1/A.
10.05   Employment Agreement by and between the Company and Jeahyung Cho, dated April 1, 2015.   Filed with the SEC on May 26, 2015 as part of the Company’s Amended Registration Statement on Form S-1/A.
10.06   Employment Agreement by and between the Company and Jun-Young Yang, dated April 1, 2015.   Filed with the SEC on May 26, 2015 as part of the Company’s Amended Registration Statement on Form S-1/A.
31.01   Certification of Principal Executive Officer Pursuant to Rule 13a-14   Filed herewith.
31.02   Certification of Principal Financial Officer Pursuant to Rule 13a-14   Filed herewith.
32.01   Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act   Filed herewith.
32.02   Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act   Filed herewith.
101.INS*   XBRL Instance Document   Furnished herewith.
101.SCH*   XBRL Taxonomy Extension Schema Document   Furnished herewith.
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document   Furnished herewith.
101.LAB*   XBRL Taxonomy Extension Labels Linkbase Document   Furnished herewith.
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document   Furnished herewith.
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document   Furnished herewith.

 

*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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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.

 

  ROID GROUP, INC.
   
  Dated: June 4, 2019
     
  By: /s/ Dr. Kwanghyun Kim
  Dr. Kwanghyun Kim
  Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

 

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

 

Dated: June 4, 2019 /s/ Dr. Kwanghyun Kim
  Dr. Kwanghyun Kim – Director
   
Dated: June 4, 2019 /s/ Dr. Dokyung Kim
  Dr. Dokyung Kim – Director

 

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