10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  May 31, 2020

or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________

Commission file number:  333-180251

E-WASTE CORP.

(Exact name of registrant as specified in its charter)

Florida	45-4390042
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

c/o GEM Group

390 Park Avenue, 7th Floor

New York, NY 10022

(Address of principal executive offices)

(212) 582-3400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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  ☐    No  ☐

(Note: The registrant is a voluntary filer of reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed during the preceding 12 months all reports it would have been required to file by Section 13 or 15(d) of the Securities Exchange Act of 1934 if the registrant had been subject to one of such Sections.)

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes  ☒    No  ☐

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

Large Accelerated Filer  ☐	Accelerated Filer  ☐
Non-Accelerated Filer  ☒	Smaller Reporting Company  ☒
	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  ☐

As of July 20, 2020, there were 12,000,000 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

E-WASTE CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MAY 31, 2020

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	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	13
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
	SIGNATURES	15

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PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K for the fiscal year ended February 29, 2020, filed with the SEC on June 15, 2020. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

TABLE OF CONTENTS

	PAGE
Condensed Consolidated Balance Sheets as of May 31, 2020 (unaudited) and February 29, 2020	4
Condensed Consolidated Statements of Operations for the three-month periods ended May 31, 2020 and 2019 (unaudited)	5
Condensed Consolidated Statements of Cash Flows for the three-month periods ended May 31, 2020 and 2019 (unaudited)	6
Notes to the Condensed Consolidated Financial Statements (unaudited)	7

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E-Waste Corp.

Condensed Consolidated Balance Sheets

	May 31, 2020			February 29, 2020
	Unaudited			Audited
Assets
Total assets	$	—		$	—
Liabilities and Stockholders’ Deficit
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	22,279		$	13,654
Total current liabilities		22,279			13,654
Stockholder advances		416,988			404,988
Total liabilities		439,267			418,642
Commitments and contingencies
Stockholders’ deficit
Common stock, $.0001 par value, 250,000,000 shares authorized, 12,000,000 shares issued and outstanding at May 31, 2020 and February 29, 2020		1,200			1,200
Additional paid-in capital		42,565			42,565
Accumulated deficit		(483,032	)		(462,407	)
Total stockholders’ deficit		(439,267	)		(418,642	)
Total liabilities and stockholders’ deficit	$	—		$	—

See accompanying notes to condensed consolidated financial statements.

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E-Waste Corp.

Condensed Consolidated Statements of Operations

For the Three Months Ended May 31, 2020 and 2019

(Unaudited)

	2020			2019
Operating expenses
General and administrative	$	15,965		$	17,632
Professional fees		4,660			4,120
Total operating expenses		20,625			21,752
(Loss) before income taxes		(20,625	)		(21,752	)
Provision for income taxes		—			—
Net (loss)	$	(20,625	)	$	(21,752	)
Per share information - basic and fully diluted
Basic and diluted (loss) per share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average shares outstanding		12,000,000			12,000,000

See accompanying notes to condensed consolidated financial statements.

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E-Waste Corp.

Condensed Consolidated Statements of Cash Flow

For the Three Months Ended May 31, 2020 and 2019

(Unaudited)

	2020			2019
Cash flow from operating activities:
Net cash (used) in operations	$	(12,000	)	$	(12,000	)
Cash flows from financing activities:
Advances from stockholders		12,000			12,000
Net cash provided by financing activities		12,000			12,000
Changes in cash		—			—
Cash and cash equivalents, beginning of period		—			—
Cash and cash equivalents, end of period	$	—		$	—
Supplemental information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

See accompanying notes to condensed consolidated financial statements.

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E-Waste Corp.

Notes to the Condensed Consolidated Financial Statements

May 31, 2020 and 2019

Note 1. Presentation and Nature of Business

E-Waste Corp., a Florida corporation was formed on January 26, 2012, to develop an e-waste recycling business.  The Company was not successful in its efforts and has discontinued this line of business.

Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our stockholders.  Our objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for and enter into potential business opportunities or to reject any such opportunities.

In November 2014, we formed a wholly owned subsidiary, which was subsequently dissolved in March 2016.  In November 2016, we formed a new wholly owned Delaware subsidiary, in connection with our proposed reincorporation in the State of Delaware.  The reincorporation was to be effected in connection with a potential business combination we were considering.  Neither the reincorporation nor the business combination has occurred as we have determined not to proceed with this transaction.

Note 2. Significant Accounting Policies

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Going Concern

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205, Presentation of Financial Statements (“ASC 205”) requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entities ability to continue as a going concern within one year after the date the financial statements are issued.  If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt; (ii) management’s evaluation of the significance of those conditions or events in relation to the entities ability to meet those obligations; (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise the substantial doubt, and (iv) if management’s plans did not alleviate the substantial doubt, an explicit statement that there is a substantial doubt.  These changes are reflected in the disclosure included in Note 7.

Basis of Consolidation

The condensed consolidated financial statements include the financial statements of the Company and a wholly owned, and inactive, subsidiary.  All inter-company balances and transactions among the companies have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results may differ from those estimates.

Financial Instruments

The Company’s balance sheet includes certain financial instruments.  The carrying amounts of current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

Revenue and Cost Recognition

We currently have no source of revenue; therefore, we have not yet adopted any policy regarding the recognition of revenue or cost.

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E-Waste Corp.

Notes to the Condensed Consolidated Financial Statements

May 31, 2020 and 2019

Advertising

Advertising costs, when incurred, will be expensed as incurred.  There have been no advertising costs incurred for the three months ended May 31, 2020 and 2019.

Research and Development Expenses

Expenditures for research and development, when incurred, will be expensed as incurred.  There have been no research and development costs incurred for the three months ended May 31, 2020 and 2019.

Income Taxes

A provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”).  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.  Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their consolidated financial statements, uncertain tax positions taken or expected to be taken on a tax return.  Under ASC 740, tax positions must initially be recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.  Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For three months ended May 31, 2020 and 2019, the Company did not have any interest and penalties or any significant unrecognized uncertain tax positions.

Earnings per Share

The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period, and diluted earnings per share is computed by including Common Stock equivalents outstanding for the period in the denominator.  At May 31, 2020 and 2019, the Company had no potential dilutive common shares and, any equivalents would have been anti-dilutive as the Company had losses for the periods then ended.

Recent pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date.  We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

Note 3. Stockholder advances - Related Party

Parties, which can be a corporation or individual, are considered to be related if we have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.  Companies are also considered to be related if they are subject to common control or common significant influence.

During the three months ended May 31, 2020 and 2019 we received $12,000 and $12,000, respectively from a stockholder of the Company.  As of May 31, 2020, the balance of the advances was $416,988. The advances bear no interest and are unsecured.  The stockholder has agreed not to demand payment until at least 15 months from the end of our fiscal year.

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E-Waste Corp.

Notes to the Condensed Consolidated Financial Statements

May 31, 2020 and 2019

Note 4. Stockholders’ Deficit

The Company’s Certificate of Incorporation authorizes the issuance of 250,000,000 shares of capital stock, consisting of 250,000,000 shares of Common Stock.  As of May 31, 2020, 12,000,000 shares of the Company’s Common Stock were issued and outstanding.

In January 2012, the Company issued 9,000,000 shares of its $0.0001 par value Common Stock to its then-CEO and sole director, for cash in the amount of $9,000 (per share price of $0.001).

During the year ended February 28, 2013 the Company issued 3,000,000 shares of its Common Stock pursuant to a registration statement on Form S-1 at a price of $0.12 per share.  The Company received an aggregate of $36,000 as a result of the offering.  Costs associated with the public offering amounted to $1,235 and have been deducted from the Company’s paid-in capital account.  The net proceeds from this offering were $34,765.

There are no warrants or options outstanding to acquire any additional shares of Common Stock of the Company.

Note 5. Income Taxes

The Company has determined an estimated annual effective tax rate.  The rate will be revised, if necessary, as of the end of each successive interim period during our fiscal year to our best current estimate.

There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2015 through the current period.  Our policy is to account for income tax related interest and penalties in income tax expense in the statements of operations.  There have been no income tax related interest or penalties assessed or recorded.

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  There have been no uncertain tax positions taken.

Note 6. Commitments and Contingency

From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

Note 7. Liquidity

We have a history of operating losses and negative cash flow.  We currently have no operations and we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our stockholders.

These conditions raise substantial doubt over the Company’s ability to meet all of its obligations over the twelve months following the filing of this Form 10-Q.  Management has evaluated these conditions and concluded that current plans will alleviate this concern.  As of May 31, 2020, the only liabilities were accounts payable and advances from a stockholder.  The stockholder has agreed to continue to fund operating expenses and not to demand repayment of prior advances at least until 15 months from the end of our fiscal year.

Note 8. Business Segments

There are no reportable business segments.

Note 9. Subsequent Events

Management has evaluated all activity and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “we,” “us,” or “our” are to E-Waste Corp. and its consolidated subsidiary.

General Overview

We were organized in the State of Florida on January 26, 2012, to develop an e-waste recycling business.  We were not successful in our efforts and discontinued that line of business.  Since that time, we have been a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.  No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or that any transactions will be consummated.  See Part I, Item 1, “Business” and Part I, Item 1A, “Risk Factors,” in our Annual Report for the fiscal year ended February 29, 2020, filed with the SEC on June 15, 2020, for additional information and risks associated with our proposed business plan.

On November 18, 2014, we formed a wholly-owned Delaware subsidiary, solely in connection with a potential business combination for which we determined not to proceed.  This subsidiary had no business or operations and was dissolved on March 1, 2016.  

On November 29, 2016, we formed a new wholly-owned Delaware subsidiary, in connection with our proposed reincorporation in the State of Delaware.  The reincorporation was to be effected in anticipation of a potential business combination we were considering.  The reincorporation has not occurred, as we have determined not to proceed with this business combination.

During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or combination.

We have a history of operating losses and negative cash flow. These conditions raise substantial doubt about our ability to meet all of our obligations over the twelve months following the filing of this Form 10-Q. Management has evaluated these conditions and concluded that current plans will alleviate this concern. We currently have no debt other than advances from a shareholder of ours. That shareholder has agreed to continue to make advances to us, as needed, to pay for our professional fees and other expenses for fifteen (15) months from the end of our first fiscal quarter, and not to demand repayment of any of the outstanding advances for fifteen (15) months from the end of our first fiscal quarter.

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Critical Accounting Policies

Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates our continuation as a going concern. We have not yet generated any revenue and have incurred losses to date of $483,032. In addition, our current liabilities exceed our current assets by $22,279 and our liabilities exceed our assets by $439,267 To date we have funded our operations through advances from a shareholder and the sale of common stock.  We intend on financing our future development activities and our working capital needs largely from the sale of equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.  These factors raise substantial doubt about our ability to continue operating as a going concern.  Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.

Recent Accounting Pronouncements

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoptions of any such pronouncements may be expected to cause a material impact on our financial condition or the results of operations.

Results of Operations

Three-Month Period Ended May 31, 2020 Compared to Three-Month Period Ended May 31, 2019

Revenues and Other Income

During the three-month periods ended May 31, 2020 and 2019 we did not realize any revenues from operations.

Expenses

Operating expenses, consisting entirely of general and administrative expenses (including professional fees) totaled $20,625 in the three-month period ended May 31, 2020, compared to $21,752 in the three-month period ended May 31, 2019, which consisted primarily of ordinary operating expenses and professional fees.

Net Losses

As a result of the foregoing, we incurred a net loss of $20,625, or $0.00 per share, for the three months ended May 31, 2020, compared to a net loss of $21,752, or $0.00 per share, for the corresponding period ended May 31, 2019.

Liquidity and Capital Resources

As of the date of this report, we had yet to generate any revenues from our business operations.  For the period ended February 28, 2012, we issued 9,000,000 shares of common stock to our sole officer and director for cash proceeds of $9,000.  We also sold 3,000,000 shares of our common stock in a public offering, which closed on June 14, 2012, for aggregate cash proceeds of $36,000.

As of May 31, 2020, we had no cash, we had liabilities of $439,267, and our working capital deficit was $22,279. We anticipate that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC.

To date, we have managed to keep our monthly cash flow requirement low for two reasons.  First, our sole officer does not draw a salary at this time.  Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense by one of our shareholders.

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our sole director and officer has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

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In the three-month period ended May 31, 2020, a shareholder of ours made loans to us in the amount of $12,000 to pay certain of our expenses. That shareholder has agreed to continue to make advances to us, as needed, to pay for our professional fees and other expenses for fifteen (15) months from the end of our first fiscal quarter, and not to demand repayment of any of the outstanding advances for fifteen (15) months from the end of our first fiscal quarter.

We expect that we will need to raise funds in order to effectuate our business plan.  We anticipate that we will need to seek financing through means such as borrowings from institutions or private individuals.  There can be no assurance that we will be able to raise such funds.  If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture.  If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

We have a history of operating losses and negative cash flow. These conditions raise substantial doubt about our ability to meet all of our obligations over the twelve months following the filing of this Form 10-Q. Management has evaluated these conditions and concluded that current plans will alleviate this concern.  We currently have no debt other than advances from a shareholder and have no reason to believe that the shareholder will cease advancing the Company operating capital.

Our ability to continue as a going concern is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities.  We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Contractual Obligations

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based upon that evaluation, management has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation we conducted on the effectiveness of our internal control over financial reporting as of May 31, 2020, that occurred during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

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

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

Other than as previously reported in our Current Reports on Form 8-K, or prior periodic reports, we did not sell any unregistered securities during the three-month period ended May 31, 2020, or subsequent period through the date hereof.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

In reviewing the agreements included as exhibits to this Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements.  The agreements may contain representations and warranties by each of the parties to the applicable agreement.  These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.  Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

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The following exhibits are included as part of this report:

Exhibit No.	Description
31.1 / 31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial and Accounting Officer
32.1 / 32.2	Rule 1350 Certification of Chief Executive and Financial and Accounitng Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	E-WASTE CORP.
Dated:  July 20, 2020	By:	/s/ Peter E. de Svastich
	Name:	Peter E. de Svastich
	Title:	President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
31.1 / 31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial and Accounting Officer
32.1 / 32.2	Rule 1350 Certification of Chief Executive and Financial and Accounting Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

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EX-31

EXHIBIT 31.1 / 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A)

OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Peter E. de Svastich, certify that:

1. I have reviewed this report on Form 10-Q of E-Waste Corp. for the quarter ended May 31, 2020;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  July 20, 2020	/s/ Peter E. de Svastich
	Peter E. de Svastich President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32

EXHIBIT 32.1 / 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of E-Waste Corp. (the “Company”), for the quarter ended May 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter E. de Svastich, President, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Peter E. de Svastich
Name:	Peter E. de Svastich
Title:	President, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer)
Date:	July 20, 2020

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Cover - shares	3 Months Ended
	May 31, 2020	Jul. 20, 2020
Cover [Abstract]
Entity Registrant Name	E-WASTE CORP.
Entity Central Index Key	0001543066
Document Type	10-Q
Document Period End Date	May 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Entity File Number	333-180251
Entity Incorporation, State or Country Code	FL
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Common Stock Shares Outstanding		12,000,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	May 31, 2020	Feb. 29, 2020
Assets
Total assets	$ 0	$ 0
Current liabilities:
Accounts payable and accrued expenses	22,279	13,654
Total current liabilities	22,279	13,654
Stockholder advances	416,988	404,988
Total liabilities	439,267	418,642
Commitments and contingencies
Stockholders' deficit
Common stock, $.0001 par value, 250,000,000 shares authorized, 12,000,000 shares issued and outstanding at May 31, 2020 and February 29, 2020	1,200	1,200
Additional paid-in capital	42,565	42,565
Accumulated deficit	(483,032)	(462,407)
Total stockholders' deficit	(439,267)	(418,642)
Total liabilities and stockholders' deficit	$ 0	$ 0

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	May 31, 2020	Feb. 29, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ .0001	$ .0001
Common stock, authorized	250,000,000	250,000,000
Common stock, issued	12,000,000	12,000,000
Common stock, outstanding	12,000,000	12,000,000

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	May 31, 2020	May 31, 2019
Operating expenses
General and administrative	$ 15,965	$ 17,632
Professional fees	4,660	4,120
Total operating expenses	20,625	21,752
(Loss) before income taxes	(20,625)	(21,752)
Provision for income taxes
Net (loss)	$ (20,625)	$ (21,752)
Per share information - basic and fully diluted
Basic and diluted (loss) per share (in dollars per share)	$ (0.00)	$ (0.00)
Basic and diluted weighted average shares outstanding (in shares)	12,000,000	12,000,000

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Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($)	3 Months Ended
	May 31, 2020	May 31, 2019
Cash flow from operating activities:
Net cash (used) in operations	$ (12,000)	$ (12,000)
Cash flows from financing activities:
Advances from stockholders	12,000	12,000
Net cash provided by financing activities	12,000	12,000
Changes in cash
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental information:
Cash paid for interest
Cash paid for income taxes

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Presentation and Nature of Business

3 Months Ended

May 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Presentation and Nature of Business

Note 1. Presentation and Nature of Business 

E-Waste Corp., a Florida corporation was formed on January 26, 2012, to develop an e-waste recycling business.  The Company was not successful in its efforts and has discontinued this line of business. 

Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our stockholders.  Our objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for and enter into potential business opportunities or to reject any such opportunities.

In November 2014, we formed a wholly owned subsidiary, which was subsequently dissolved in March 2016.  In November 2016, we formed a new wholly owned Delaware subsidiary, in connection with our proposed reincorporation in the State of Delaware.  The reincorporation was to be effected in connection with a potential business combination we were considering.  Neither the reincorporation nor the business combination has occurred as we have determined not to proceed with this transaction.

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Significant Accounting Policies

3 Months Ended

May 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2. Significant Accounting Policies 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Going Concern 

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205, Presentation of Financial Statements (“ASC 205”) requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entities ability to continue as a going concern within one year after the date the financial statements are issued.  If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt; (ii) management’s evaluation of the significance of those conditions or events in relation to the entities ability to meet those obligations; (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise the substantial doubt, and (iv) if management’s plans did not alleviate the substantial doubt, an explicit statement that there is a substantial doubt.  These changes are reflected in the disclosure included in Note 7. 

Basis of Consolidation

The condensed consolidated financial statements include the financial statements of the Company and a wholly owned, and inactive, subsidiary.  All inter-company balances and transactions among the companies have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results may differ from those estimates.

Financial Instruments

The Company’s balance sheet includes certain financial instruments.  The carrying amounts of current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

Revenue and Cost Recognition

We currently have no source of revenue; therefore, we have not yet adopted any policy regarding the recognition of revenue or cost.

Advertising 

Advertising costs, when incurred, will be expensed as incurred.  There have been no advertising costs incurred for the three months ended May 31, 2020 and 2019. 

Research and Development Expenses 

Expenditures for research and development, when incurred, will be expensed as incurred.  There have been no research and development costs incurred for the three months ended May 31, 2020 and 2019. 

Income Taxes

A provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”).  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.  Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their consolidated financial statements, uncertain tax positions taken or expected to be taken on a tax return.  Under ASC 740, tax positions must initially be recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.  Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For three months ended May 31, 2020 and 2019, the Company did not have any interest and penalties or any significant unrecognized uncertain tax positions. 

Earnings per Share 

The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period, and diluted earnings per share is computed by including Common Stock equivalents outstanding for the period in the denominator.  At May 31, 2020 and 2019, the Company had no potential dilutive common shares and, any equivalents would have been anti-dilutive as the Company had losses for the periods then ended.

Recent pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date.  We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

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Stockholder advances - Related Party

3 Months Ended

May 31, 2020

Related Party Transactions [Abstract]

Stockholder advances - Related Party

Note 3. Stockholder advances - Related Party

Parties, which can be a corporation or individual, are considered to be related if we have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.  Companies are also considered to be related if they are subject to common control or common significant influence. 

During the three months ended May 31, 2020 and 2019 we received $12,000 and $12,000, respectively from a stockholder of the Company.  As of May 31, 2020, the balance of the advances was $416,988. The advances bear no interest and are unsecured.  The stockholder has agreed not to demand payment until at least 15 months from the end of our fiscal year.

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Stockholders' Deficit

3 Months Ended

May 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders' Deficit

Note 4. Stockholders’ Deficit 

The Company’s Certificate of Incorporation authorizes the issuance of 250,000,000 shares of capital stock, consisting of 250,000,000 shares of Common Stock.  As of May 31, 2020, 12,000,000 shares of the Company’s Common Stock were issued and outstanding. 

In January 2012, the Company issued 9,000,000 shares of its $0.0001 par value Common Stock to its then-CEO and sole director, for cash in the amount of $9,000 (per share price of $0.001). 

During the year ended February 28, 2013 the Company issued 3,000,000 shares of its Common Stock pursuant to a registration statement on Form S-1 at a price of $0.12 per share.  The Company received an aggregate of $36,000 as a result of the offering.  Costs associated with the public offering amounted to $1,235 and have been deducted from the Company’s paid-in capital account.  The net proceeds from this offering were $34,765. 

There are no warrants or options outstanding to acquire any additional shares of Common Stock of the Company.

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Income Taxes

3 Months Ended

May 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Note 5. Income Taxes

The Company has determined an estimated annual effective tax rate.  The rate will be revised, if necessary, as of the end of each successive interim period during our fiscal year to our best current estimate. 

There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2015 through the current period.  Our policy is to account for income tax related interest and penalties in income tax expense in the statements of operations.  There have been no income tax related interest or penalties assessed or recorded. 

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  There have been no uncertain tax positions taken.

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Commitments and Contingency

3 Months Ended

May 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingency

Note 6. Commitments and Contingency 

From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

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Liquidity

3 Months Ended

May 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity

Note 7. Liquidity 

We have a history of operating losses and negative cash flow.  We currently have no operations and we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our stockholders. 

These conditions raise substantial doubt over the Company’s ability to meet all of its obligations over the twelve months following the filing of this Form 10-Q.  Management has evaluated these conditions and concluded that current plans will alleviate this concern.  As of May 31, 2020, the only liabilities were accounts payable and advances from a stockholder.  The stockholder has agreed to continue to fund operating expenses and not to demand repayment of prior advances at least until 15 months from the end of our fiscal year. 

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Business Segments

3 Months Ended

May 31, 2020

Segment Reporting [Abstract]

Business Segments

Note 8. Business Segments 

There are no reportable business segments.

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Subsequent Events

3 Months Ended

May 31, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 9. Subsequent Events 

Management has evaluated all activity and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements. 

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Significant Accounting Policies (Policies)

3 Months Ended

May 31, 2020

Accounting Policies [Abstract]

Going Concern

Going Concern 

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205, Presentation of Financial Statements (“ASC 205”) requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entities ability to continue as a going concern within one year after the date the financial statements are issued.  If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt; (ii) management’s evaluation of the significance of those conditions or events in relation to the entities ability to meet those obligations; (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise the substantial doubt, and (iv) if management’s plans did not alleviate the substantial doubt, an explicit statement that there is a substantial doubt.  These changes are reflected in the disclosure included in Note 7. 

Basis of Consolidation

Basis of Consolidation

The condensed consolidated financial statements include the financial statements of the Company and a wholly owned, and inactive, subsidiary.  All inter-company balances and transactions among the companies have been eliminated upon consolidation.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results may differ from those estimates.

Financial Instruments

Financial Instruments

The Company’s balance sheet includes certain financial instruments.  The carrying amounts of current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

Revenue and Cost Recognition

Revenue and Cost Recognition

We currently have no source of revenue; therefore, we have not yet adopted any policy regarding the recognition of revenue or cost.

Advertising

Advertising 

Advertising costs, when incurred, will be expensed as incurred.  There have been no advertising costs incurred for the three months ended May 31, 2020 and 2019.

Research and Development Expenses

Research and Development Expenses 

Expenditures for research and development, when incurred, will be expensed as incurred.  There have been no research and development costs incurred for the three months ended May 31, 2020 and 2019.

Income Taxes

Income Taxes

A provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”).  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.  Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their consolidated financial statements, uncertain tax positions taken or expected to be taken on a tax return.  Under ASC 740, tax positions must initially be recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.  Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For three months ended May 31, 2020 and 2019, the Company did not have any interest and penalties or any significant unrecognized uncertain tax positions.

Earnings per Share

Earnings per Share 

The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period, and diluted earnings per share is computed by including Common Stock equivalents outstanding for the period in the denominator.  At May 31, 2020 and 2019, the Company had no potential dilutive common shares and, any equivalents would have been anti-dilutive as the Company had losses for the periods then ended.

Recent pronouncements

Recent pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date.  We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

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Stockholder advances - Related Party (Details Narrative) - USD ($)	3 Months Ended
	May 31, 2020	May 31, 2019	Feb. 29, 2020
Related Party Transactions [Abstract]
Advances from stockholders	$ 12,000	$ 12,000
Stockholder advances	$ 416,988		$ 404,988

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Stockholders' Deficit (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 31, 2012	Feb. 28, 2013	May 31, 2020	Feb. 29, 2020
Common stock, par value (in dollars per share)			$ .0001	$ .0001
Common stock, authorized			250,000,000	250,000,000
Common stock, issued			12,000,000	12,000,000
Common stock, outstanding			12,000,000	12,000,000
Number of shares issued (in shares)		3,000,000
Proceeds from issuance initial public offering		$ 36,000
Costs associated with initial public offering		1,235
Proceeds from sale of common stock		$ 34,765
Share Price		$ 0.12
Chief Executive Officer [Member]
Common stock, par value (in dollars per share)	$ 0.0001
Value of shares issued	$ 9,000
Number of shares issued (in shares)	9,000,000
Share Price	$ 0.001