10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended March 31, 2020

or

☐    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from _______________ to ______________

Commission File Number: 333-222083

REGNUM CORP.

(Exact name of registrant as specified in its charter)

Nevada	82-0832447
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

765 Beach Street

San Francisco, California 94109

(Address of principal executive offices) (Zip Code)

(844) 496-6539

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None.

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 proceeding 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 o No x

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 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 definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by the 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 April 27, 2020, the number of shares outstanding of the registrant’s common stock was 23,950,000. 

TABLE OF CONTENTS

		Pages
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019	3
	Condensed Statements of Operations for the three-month periods ended March 31, 2020 and 2019 (unaudited)	4
	Condensed Statements of Stockholders’ Equity for the three-month periods ended March 31, 2020 and 2019 (unaudited)	5
	Condensed Statements of Cash Flows for the three-month periods ended March 31, 2020 and 2019 (unaudited)	6
	Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
SIGNATURES		19

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

REGNUM CORP.

Balance Sheets

	March 31,			December 31,
	2020			2019
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	-		$	7,444
Total Current Assets		-			7,444
OTHER ASSETS
Intangible assets	$	1,036		$	1,036
Total Other Assets		1,036			1,036
TOTAL ASSETS	$	1,036		$	8,480
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	-		$	-
Total Current Liabilities		-			-
TOTAL LIABILITIES		-			-
STOCKHOLDERS’ EQUITY
Preferred stock: $0.001 par value, 5,000,000
shares authorized, 0 issued and outstanding		-			-
Common stock: $0.001 par value, 80,000,000
shares authorized, 23,950,000 and
22,950,000 shares issued and outstanding,
respectively		23,950			22,950
Additional paid-in capital		77,150			18,550
Retained earnings (accumulated deficit)		(100,064	)		(33,020	)
Total Stockholders’ Equity		1,036			8,480
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,036		$	8,480

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

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REGNUM CORP.

Statements of Operations

(Unaudited)

	For the Three Months Ended
	March 31,
	2020			2019
REVENUES	$	-		$	1,800
OPERATING EXPENSES
Amortization of intangible assets		-			57
Legal and professional fees		6,877			24,621
General and administrative		60,167			732
Total Operating Expenses		67,044			25,410
INCOME (LOSS) FROM OPERATIONS		(67,044	)		(23,610	)
OTHER EXPENSES		-			-
INCOME (LOSS) BEFORE TAXES		(67,044	)		(23,610	)
INCOME TAX EXPENSE		-			-
NET INCOME (LOSS)		(67,044	)		(23,610	)
BASIC AND DILUTED INCOME
(LOSS) PER COMMON SHARE	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		23,004,945			22,950,000

The accompanying notes are an integral part of these financial statements

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REGNUM CORP.

Statements of Stockholders’ Equity

For the three months ended March 31, 2020 and 2019

(Unaudited)

							Retained
					Additional		Earnings			Total
	Common Stock				Paid-In		(Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit)			Equity
Balance, December 31, 2019		22,950,000	$	22,950	$	18,550	$	(33,020	)	$	8,480
Common shares issued for services rendered		1,000,000		1,000		58,600		-			59,600
Net loss		-		-		-		(67,044	)		(67,044	)
Balance, March 31, 2020		23,950,000	$	23,950	$	77,150	$	(100,064	)	$	1,036
Balance, December 31, 2018		22,950,000	$	22,950	$	18,550	$	2,560		$	44,060
Net income		-		-		-		(23,610	)		(23,610	)
Balance, March 31, 2019		22,950,000	$	22,950	$	18,550	$	(21,050	)	$	20,450

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

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REGNUM CORP.

Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended
	March 31,
	2020			2019
OPERATING ACTIVITIES
Net (loss)	$	(67,044	)	$	(23,610	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Common stock issued for services rendered		59,600			-
Amortization of intangible assets		-			57
Changes in operating assets and liabilities:
Prepaid expenses		-			(3,409	)
Net Cash Used In Operating Activities		(7,444	)		(26,962	)
NET DECREASE IN CASH		(7,444	)		(26,962	)
CASH AT BEGINNING OF PERIOD		7,444			47,295
CASH AT END OF PERIOD	$	-		$	20,333

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

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REGNUM CORP.

Notes to Unaudited Condensed Financial Statements

March 31, 2020

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated interim financial statements of Regnum Corp. (the “Company” or “Regnum”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2019, contained in the Company’s annual report, as filed with the SEC on Form 10-K on April 14, 2020 (the “Form 10-K”). The December 31, 2019 balance sheet was derived from the audited financial statements of our 2019 Form 10-K. 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 interim periods presented, have been reflected herein.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2019 financial statements.  The results of operations for the periods ended March 31, 2020 and 2019 are not necessarily indicative of the operating results for the full year.

Nature of Business

The Company was organized on March 31, 2016, under the laws of the State of Nevada. The Company was formed for the primary business purpose of servicing the increasing demand for premium entertainment content and becoming a depository of unpublished intellectual properties for resale with a focus on achieving profitability and sustaining business growth. The Company’s business model is based on acquiring unproduced and unpublished quality intellectual properties at a discount from studios, agencies and production companies for subsequent recycling or production in wide variety of media with the intent to resell back to the entertainment community for a profit.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basic Loss per Common Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are 80,000,000 common stock shares authorized at $0.001 par value and 23,950,000 shares of common stock outstanding as of March 31, 2020.  The Company had no potential dilutive shares of common stock as of March 31, 2020.

Accounting Basis

The basis is accounting principles generally accepted in the United States of America. The Company has adopted a December 31 fiscal year-end.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and financial instruments which mature within six months of the date of purchase.

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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition  

Revenues from the sale of intellectual property are recognized when persuasive evidence of an arrangement exists, the intellectual property has been delivered or is made available for delivery, the customer can begin the use of the intellectual property, the fee is fixed or determinable and collectability is reasonably assured, which is generally upon execution of a purchase agreement and delivery of the intellectual property.

Intangible Assets

The Company capitalizes the costs of acquiring intellectual property. The Company amortizes these costs over the costs in the same expected ratio as the associated ultimate revenue.

Impairment of Long-Lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under Accounting Standards Codification (ASC) 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Income Taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

If applicable, the Company would classify interest and penalties related to uncertain tax positions in income tax expense. Through March 31, 2020, there has been no interest expense or penalties related to unrecognized tax benefits.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. We adopted this new standard effective January 1, 2019. Adoption did not have any effect on the Company.

Management has considered all recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

2. GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a limited operating history and has not yet established strong liquidity or a reliable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern over an extended period of time. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until its operations become established enough to be considered reliably profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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2. GOING CONCERN (Continued)

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These factors raise substantial doubts about the Company’s ability to continue as a going concern for one year from the issuance date from these financial statements. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

3. STOCKHOLDERS’ EQUITY

As of March 31, 2020, the Company has authorized 80,000,000 shares of $0.001 par value common stock, of which 23,950,000 shares are issued and outstanding.

As of March 31, 2020, the Company has authorized 5,000,000 shares of $0.001 par value preferred stock, of which none are issued and outstanding.

On March 27, 2020, the Company issued 1,000,000 shares of common stock to an individual who served as a member of the Board of Directors of the Company from February 27, 2020 to March 27, 2020, as payment for services rendered.  The shares were valued at $0.0596 per share, being the market closing price for the shares on the date of issuance.

4. RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2020, the Company paid $6,877 to its president and chief executive officer as compensation for executive services rendered through February 27, 2020.  As of March 31, 2020, the Company has no financial obligations to related parties.

5. INCOME TAXES

Income tax expense consists of the following:

	March 31,
	2020		2019
Federal	$	-	$	-
State		-		-
Total	$	-	$	-

Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rate applicable to the Company’s level of pretax income as a result of the following:

	March 31,
	2020		2019
Federal tax at statutory rate	$	-	$	-
State taxes, net of federal benefit		-		-
Net operating loss carryforward	$	-	$	-

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6. CONCENTRATION

For the period from January 1, 2019 to March 31, 2020, revenues consisted of sales to five customers.

7. SIGNIFICANT EVENTS

Consulting Agreement

On February 12, 2020, Tiffani Jones, the former sole director and officer of the Company, entered into a Consulting Agreement with the Company, whereby Ms. Jones agreed to perform consulting services on a part-time basis for thirty days (beginning February 12, 2020) for $3,750, plus the reimbursement of certain travel expenses. The agreement can be extended for up to two additional thirty-day periods for $3,750 each with the mutual consent of the parties. The agreement can be terminated by the Company at any time.  As of March 31, 2020, the Company has paid Ms. Jones $6,877 pursuant to this consulting agreement. The agreement expired on March 13, 2020.

8. SUBSEQUENT EVENTS

In accordance with ASC 855 Company management reviewed all material events through the date of this report and there are no material subsequent events to report.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:

● the need for additional funding;

● our lack of a significant operating history;

● the fact that our majority stockholder has significant control over our voting stock;

● the loss of key personnel or failure to attract, integrate and retain additional personnel;

● corporate governance risks;

● economic downturns;

● the level of competition in our industry and our ability to compete;

● our ability to respond to changes in our industry;

● our ability to protect our intellectual property and not infringe on others’ intellectual property;

● our ability to scale our business;

● our ability to maintain supplier relationships;

● our ability to obtain and retain customers;

● our ability to execute our business strategy in a very competitive environment;

● changes in laws and regulations;

● the market for our common stock;

● our ability to effectively manage our growth;

● dilution to existing stockholders;

● costs and expenses associated with being a public company;

● economic downturns both in the United States and globally;

● risk of increased regulation of our operations; and

● other risk factors included in, or incorporation by reference in, “Risk Factors” below.

You should read the matters described and incorporated by reference in “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Part II. Other Information - Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on April 14, 2020 (the “Annual Report”).

Certain capitalized terms used below and not otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited consolidated financial statements included in “Part I. Financial Statements – Item 1. Financial Statements”, in this Quarterly Report on Form 10-Q. 

In this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the industries in which we operate in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it. 

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Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Regnum”, and “Regnum Corp.” refer specifically to Regnum Corp.  

In addition, unless the context otherwise requires and for the purposes of this Report only:

● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

● “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

● “Securities Act” refers to the Securities Act of 1933, as amended.

Where You Can Find Other Information

We file annual, quarterly, and current reports and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at http://www.sec.gov. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. The Company is working on updating its website.

Current Overview

Regnum Corp. was organized on March 31, 2016 under the laws of the State of Nevada. We were formed for the primary business purpose of servicing the increasing demand for premium entertainment content and becoming a depository of unpublished intellectual properties for resale with a focus on achieving profitability and sustaining business growth. Our business model is based on acquiring unproduced and unpublished quality intellectual properties at a discount from studios, agencies and production companies, for subsequent recycling or production in a wide variety of media, with the intent to resell such works back to the entertainment community for a profit.

Recent Transactions and Changes of Control

On February 5, 2020, Ocean Ave Holdings, LLC (“Ocean”) which is owned and controlled by Ms. Tiffani Jones, the former sole director and officer of the Company, sold 20,000,000 shares of restricted common stock of the Company in consideration for $345,000, to Tri Capital Energy Corporation (“Tri Capital”), pursuant to an Agreement for the Purchase of Common Stock. The shares which were sold represented 87% of the Company’s then outstanding shares, which resulted in a change of control of the Company.

Tri Capital is controlled by Gary Allen and Mark Gustavson, its directors and its Chief Executive Officer and Chief Financial Officer, respectively.

Subsequently, on February 26, 2020, Tri Capital sold all 20,000,000 shares of the restricted common stock of the Company which it acquired pursuant to the February 5, 2020 Agreement for the Purchase of Common Stock, to Wookey Search Technologies Corporation (“Wookey”), pursuant to a Stock Purchase Agreement. Consideration for the acquisition of the shares was $50,000 in cash and a promissory note (secured by the 20 million shares of the Company purchased pursuant to the agreement) in the amount of $400,000. A $200,000 principal payment is due under the note on the earlier of (a) March 15, 2020; and (b) two business days after either the Company or Wookey has raised $1 million, subject to a thirty day extension as part of the first extension option discussed below (which amount has not been paid to date, but which due date has been mutually extended by the parties) and the note is due and payable on the earlier of April 1, 2020 (which date may be extended for up to two 30 day periods in the event an extension fee of $10,000 is paid for each extension) and two business days after either the Company or Wookey has raised $2 million. Subsequent to entering into the note, the parties mutually verbally agreed that Wookey would pay an extension fee of $20,000 to Tri Capital on or before April 6, 2020, in consideration for an extension of the due date of the note to May 1, 2020, which amount has not been paid to date. The note contains standard and customary events of default. Upon the occurrence of an event of default under the note, Tri Capital can exercise its rights under a pledge agreement entered into between Tri Capital and Wookey and re-take control and ownership of the 20 million shares of the Company, and therefore take back control of the Company.

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Additionally, the parties entered into a Voting Agreement whereby Wookey provided voting control over the 20 million shares of Company common stock. Such Voting Agreement terminates automatically upon the payment in full of the $400,000 promissory note. As such, Tri Capital continues to exercise voting control over the Company. Additionally, Mark Gustavson, the 46% owner of Tri Capital provided Mr. Allen a voting agreement to vote his ownership in Tri Capital until such time as the $400,000 promissory note has been fully paid.

Wookey is controlled by Mark Gustavson, its Chief Executive Officer, director and holder of approximately 53% of its outstanding voting securities.

On February 12, 2020, Ms. Tiffani Jones, the former sole director and officer of the Company, who resigned from such positions as described below, entered into a Consulting Agreement with the Company (the “Consulting Agreement”), whereby Ms. Jones agreed to perform consulting services on a part-time basis for thirty days (beginning February 12, 2020) for $3,750, plus the reimbursement of certain travel expenses. The agreement can be extended for up to two additional thirty-day periods for $3,750 each with the mutual consent of the parties. The agreement can be terminated by the Company at any time. The agreement contains customary confidentiality, liability limitation and similar provisions. The agreement expired on March 13, 2020.

On February 27, 2020, Ms. Jones took action to increase the number of the Company’s directors from one to three pursuant to Section 2.03 of the Company’s bylaws. After taking action to increase the number of the Company’s board of directors (the “Board”), Ms. Jones appointed Gary Allen and Mark Gustavson to the Board, pursuant to the power provided to her as the then sole director pursuant to the Company’s bylaws. Following the increase in the number of the directors and the appointments of Mr. Allen and Mr. Gustavson, Ms. Jones resigned as a director of the Company. Her resignation was not the result of a disagreement with the Company.

Also on February 27, 2020, Ms. Jones resigned as the Company’s Chief Executive Officer, President, Treasurer, and Secretary and Mark Gustavson was appointed to serve as the Company’s Chief Executive Officer and Secretary, and Robert J. Stubblefield was appointed to serve as the Company’s Chief Financial Officer and Treasurer to fill the vacancies resulting from Ms. Jones resignation. Her resignation was not the result of a disagreement with the Company.

Mr. Allen is the Chief Executive Officer and director of Tri Capital. Mr. Gustavson is the Chief Financial Officer and director of Tri Capital and the sole director and Chief Executive Officer of Wookey. Mr. Gustavson holds 3,750,000 shares or approximately 46% of the outstanding shares of common stock of Tri Capital and 12 million shares, or approximately 53% of the outstanding common stock of Wookey. Tri Capital holds 600,000 shares, or approximately 2% of the outstanding common stock of Wookey.

On March 29, 2020, Mr. Ross Meador was appointed as the Vice President and General Counsel of the Company. Mr. Meador holds 750,000 shares or approximately 3% of the outstanding common stock of Wookey and serves as the Vice President and General Counsel of Wookey.

Effective on March 27, 2020, Mr. Allen resigned as a member of the Board of Directors of the Company, leaving Mr. Gustavson as the sole member of the Board of Directors.

On March 27, 2020, the Company agreed to issue 1 million shares of restricted common stock to Gary Allen (who served as a member of the Board of Directors of the Company from February 27, 2020 to March 27, 2020) in consideration for services rendered by Mr. Allen to the Company.

Plan of Operations

Since inception, we have acquired three bundles of various scripts and manuscripts from an independent production company and a producer at a deep discount for a total of $2,300, 21 of which were recycled and subsequently optioned off/sold for a total of $44,800.

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We had no cash, no current assets and no liabilities as of March 31, 2020. We will need to raise additional funding in order to continue our operations and to pay the costs associated with being a public company, for the next 12 months, which funding may not be available on favorable terms, if at all.

The Company anticipates that in the near future, it will continue pursuing its business of procuring unproduced and unpublished quality intellectual properties at a discount from independent writers, filmmakers, studios, agencies and production companies for subsequent reworking and/or production in a wide variety of media with intent to resell back to the entertainment community for profit. 

Separately, as discussed above, on February 26, 2020, Wookey acquired 20,000,000 shares of the restricted common stock of the Company, which represented 87% of the Company’s outstanding shares and resulted in a change of control of the Company. Wookey, through its wholly-owned subsidiary Wookey Project Corp, is engaged in the operation of a virtual reality platform known as Sansar, which is focused on hosting live musical performances online using virtual reality technology. The Company anticipates that it will enter into a transaction with Wookey in the future, the result of which will be that the business of the Company will change to that of Wookey, provided that no definitive agreements or understandings have been entered into or agreed to, to date. Whether or not a transaction with Wookey closes, the Company intends to pursue the acquisition and development of intellectual properties in a wide variety of media.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We monitor our estimates on an on-going basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

Certain of our accounting policies are particularly important to the portrayal and understanding of our financial position and results of operations and require us to apply significant judgment in their application. As a result, these policies are subject to an inherent degree of uncertainty. In applying these policies, we use our judgment in making certain assumptions and estimates. Our critical accounting policies are outlined in Note 1 to the notes to the unaudited condensed financial statements included herein.

Results of Operations for the Three Months Ended March 31, 2020 compared to the Three Months ended March 31, 2019.

We had no revenues for the three months ended March 31, 2020, and $1,800 of revenues for the three months ended March 31, 2019. The decrease in revenue was primarily the result of a change in management and control of the Company, as discussed above, accompanied by less focus on sales activities during the first quarter of 2020. We hope to continue to generate revenue in the future relating to intellectual property sales as we continue to acquire and recycle IP for resale.

Our operating expenses for the three months ended March 31, 2020 were $67,044, compared to $25,410 for the comparable period of 2019.  Our 2020 operating expenses consisted of general and administrative expenses of $60,167 and legal and professional expenses of $6,877.  The legal and professional expenses consisted of a $6,877 payment made to the Company’s former officer and director for consulting services, and the general and administrative expenses included 1,000,000 shares of common stock (valued at $59,600) which were issued as payment for services rendered to our former director as discussed above.  

For the three months ended March 31, 2019, our operating expenses were $25,410, which consisted of amortization of intangible assets of $57, legal and professional fees of $24,621 and general and administrative expenses of $732.

14

We had a net loss for the three months ended March 31, 2020 of $67,044, compared to a net loss of $23,610 for the three months ended March 31, 2019.  The increase in net loss is primarily due to the increase in operating expenses associated with the shares of common stock issued to a former board member during the current period.

Liquidity and Capital Resources

The Company had no cash or current assets as of March 31, 2020, compared to $7,444 of cash as of December 31, 2019. As of March 31, 2020, the Company had total assets of $1,036 and total liabilities of $-0-, compared to $8,480 and $-0-, respectively, as of December 31, 2019. This resulted in no working capital at March 31, 2020 and $7,444 of working capital at December 31, 2019.

Net cash used in operating activities amounted to $7,444 and $26,962 for the three months ended March 31, 2020 and 2019, respectively. This is primarily due to a net loss of $67,044 and $23,610, respectively for such periods.

The Company does not have sufficient capital to meet its current cash needs, which include the costs of compliance with the continuing reporting requirements of the Exchange Act. The Company intends to seek additional capital through the resale of the acquired intellectual properties. Financing options may be available to the Company either via a private placement or through the public sale of stock. There is no assurance, however, that the available funds will be available or adequate. The need for additional financing is likely to persist.

Additionally, as discussed above, the Company anticipates that it will enter into a transaction with Wookey in the future, the result of which will be that the business of the Company will change to that of Wookey, provided that no definitive agreements or understandings have been entered into or agreed to, to date. Whether or not a transaction with Wookey closes, the Company intends to pursue the acquisition and development of intellectual properties in a wide variety of media.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).  

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. Mark J. Gustavson, our current Chief Executive Officer and Robert J. Stubblefield, our Principal Accounting Officer, are responsible for establishing and maintaining our disclosure controls and procedures.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Principal Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Principal Accounting Officer have concluded that, as of March 31, 2020, these disclosure controls and procedures were not effective in ensuring that all information required to  be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure. 

15

Changes in Internal Controls over Financial Reporting

There have not been any changes in our internal control over financial reporting during the quarter ended March 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except that, effective February 27, 2020, Robert J. Stubblefield was appointed to serve as the Company’s Chief Financial Officer and will work to address and remediate the issues raised above in the first half of 2020. 

Inherent Limitations over Internal Controls

Regnum’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within Regnum have been detected.  These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.  Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

16

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding. In addition, we are not aware of any material legal or governmental proceedings against us, or contemplated to be brought against us.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on April 14, 2020 (the “Form 10-K”), under the heading “Risk Factors” except as disclosed below, and investors should review the risks provided in the Form 10-K and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K for the year ended December 31, 2019, under “Risk Factors” and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

We will require additional financing, and we may not be able to raise funds on favorable terms or at all.

We had no cash or working capital as of March 31, 2020. As such, we will need to raise additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company, for the next 12 months, and will also require additional funding to support our operations. We may also seek to raise additional funding in the future to expand or complete acquisitions. The sources of this capital are expected to be equity investments and notes payable.

The most likely source of future funds presently available to us will be through the sale of equity capital. Any sale of share capital will result in dilution to existing stockholders. Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.

We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our common stock decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans. Substantial additional funds will still be required if we are to reach our goals that are outlined in this Report. Obtaining additional financing contains risks, including:

● additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders;

● loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our sole director;

● the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and

● if we fail to obtain required additional financing to grow our business, we would need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition.

17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There have been no sales of unregistered securities during the quarter ended March 31, 2020 and from the period from April 1, 2020 to the filing date of this report, which have not previously been disclosed in a prior Quarterly Report on Form 10-Q, Annual Report on Form 10-K or a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.  

18

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.

	REGNUM CORP.
Date: April 29, 2020	By:	/s/ Mark J. Gustavson
		Mark J. Gustavson
		Chief Executive Officer
		(Principal Executive Officer)
Date: April 29, 2020	By:	/s/ Robert J. Stubblefield
		Robert J. Stubblefield
		Chief Financial Officer
		(Principal Accounting/Financial Officer)

19

EXHIBIT INDEX

Exhibit No.	Document Description
3.1	Articles of Incorporation of Regnum Corp. (1)
3.2	Bylaws of Regnum Corp. (1)
10.1	Literary Purchase Agreement dated February 21, 2018 between Regnum Corp. and Michael Cooper (2)
10.2	Literary Purchase Agreement dated March 23, 2018 between Regnum Corp. and Brian Kindell (2)
10.3	Literary Purchase Agreement dated May 10, 2018 between Regnum Corp. and Aaron Weiner (3)
10.4	Literary Purchase Agreement dated June 5, 2018 between Regnum Corp. and Vanessa Wolfe (4)
10.5	Literary Purchase Agreement dated June 28, 2018 between Regnum Corp. and Jon Shapiro (5)
10.6	Literary Purchase Agreement dated September 27, 2018 between Regnum Corp and Jessica Johnson (6)
10.7	Literary Purchase Agreement dated November 28, 2018 between Regnum Corp. and Kelly Morgan (7)
10.8	Literary Purchase Agreement dated December 28, 2018 between Regnum Corp. and Scott Graham (8)
10.9	Literary Purchase Agreement dated March 4, 2019 between Regnum Corp. and Brandon Baker (9)
10.10	Literary Purchase Agreement dated May 14, 2019 between Regnum Corp. and Megan Fisher (10)
10.11	Literary Purchase Agreement dated August 20, 2019 between Regnum Corp. and Chris Witter (11)
10.12	Literary Purchase Agreement dated September 24, 2019 between Regnum Corp. and Marissa Carroll (12)
10.13	Literary Purchase Agreement dated December 16, 2019 between Regnum Corp. and Steven McKean (13)
10.14	Consulting Agreement dated February 12, 2020, by and between Tiffani Jones and Regnum Corp. (14)
10.15	Voting Agreement dated March 27, 2020, by and between Wookey Search Technologies Corporation and Tri Capital Energy Corporation (14)
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

20

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

__________

* Filed herewith.

** Furnished herewith.

(1) Filed as an exhibit to the Company’s Registration Statement on Form S-1 on December 15, 2017.

(2) Filed as an exhibit to the Form 10-Q, filed on May 9, 2018 and incorporated herein by reference.

(3) Filed as an Exhibit to the Form 8-K, filed May 15, 2018 and incorporated herein by reference.

(4) Filed as an Exhibit to the Form 8-K, filed on June 6, 2018 and incorporated herein by reference.

(5) Filed as an Exhibit to the Form 8-K, filed on June 29, 2018 and incorporated herein by reference.

(6) Filed as an Exhibit to the Form 8-K, filed on October 2, 2018 and incorporated herein by reference.

(7) Filed as an Exhibit to the Form 8-K, filed on December 3, 2018 and incorporated herein by reference.

(8) Filed as an Exhibit to the Form 8-K, filed on December 31, 2018 and incorporated herein by reference.

(9) Filed as an Exhibit to the Form 8-K, filed on March 6, 2019 and incorporated herein by reference.

(10) Filed as an Exhibit to the Form 8-K, filed on May 17, 2019 and incorporated herein by reference.

(11) Filed as an Exhibit to the Form 8-K, filed on August 22, 2019 and incorporated herein by reference.

(12) Filed as an Exhibit to the Form 8-K, filed on September 25, 2019 and incorporated herein by reference.

(13) Filed as an Exhibit to the Form 8-K, filed on December 18, 2019 and incorporated herein by reference.

(14) Filed as an Exhibit to the Form 8-K, filed on March 31, 2020 and incorporated herein by reference.

21

EX-31.1 2 rgmp_ex311.htm CERTIFICATION

EXHIBIT 31.1

CERTIFICATION

I, Mark Gustavson, certify that:

1. I have reviewed this report on Form 10-Q of Regnum Corp.;

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. The registrant’s other certifying officer(s) and I are 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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 (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of 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 small business issuer’s internal control over financial reporting.

Date:  April 29, 2020	By:	/s/ Mark Gustavson
		Mark Gustavson, Chief Executive Officer
		(Principal Executive Officer)

EX-31.1

regnum_ex311.htm

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Robert J. Stubblefield, certify that:

1. I have reviewed this report on Form 10-Q of Regnum Corp.;

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. The registrant’s other certifying officer(s) and I are 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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 (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of 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 small business issuer’s internal control over financial reporting.

Date:  April 29, 2020	By:	/s/ Robert J. Stubblefield
		Robert J. Stubblefield, Chief Financial Officer
		(Principal Financial/Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

418 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Regnum Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2020 (the “Report”) I, Mark Gustavson, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(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.

Date: April 29, 2020	By:	/s/ Mark Gutavson
		Mark Gustavson, Chief Executive Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

EXHIBIT 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 of Regnum Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2020 (the “Report”) I, Robert J. Stubblefield, Chief Financial Officer (Principal Financial/Accounting Officer) of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(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.

Date: April 29, 2020	By:	/s/ Robert J. Stubblefield
		Robert J. Stubblefield, Chief Financial Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

INCOME TAXES

3 Months Ended

Mar. 31, 2020

INCOME TAXES

5. INCOME TAXES

Income tax expense consists of the following:

	March 31,
	2020		2019
Federal	$	-	$	-
State		-		-
Total	$	-	$	-

Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rate applicable to the Company’s level of pretax income as a result of the following:

	March 31,
	2020		2019
Federal tax at statutory rate	$	-	$	-
State taxes, net of federal benefit		-		-
Net operating loss carryforward	$	-	$	-

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Company was organized on March 31, 2016, under the laws of the State of Nevada. The Company was formed for the primary business purpose of servicing the increasing demand for premium entertainment content and becoming a depository of unpublished intellectual properties for resale with a focus on achieving profitability and sustaining business growth. The Company’s business model is based on acquiring unproduced and unpublished quality intellectual properties at a discount from studios, agencies and production companies for subsequent recycling or production in wide variety of media with the intent to resell back to the entertainment community for a profit.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basic Loss per Common Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are 80,000,000 common stock shares authorized at $0.001 par value and 23,950,000 shares of common stock outstanding as of March 31, 2020.  The Company had no potential dilutive shares of common stock as of March 31, 2020.

Accounting Basis

The basis is accounting principles generally accepted in the United States of America. The Company has adopted a December 31 fiscal year-end.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and financial instruments which mature within six months of the date of purchase.

Revenue Recognition

Revenues from the sale of intellectual property are recognized when persuasive evidence of an arrangement exists, the intellectual property has been delivered or is made available for delivery, the customer can begin the use of the intellectual property, the fee is fixed or determinable and collectability is reasonably assured, which is generally upon execution of a purchase agreement and delivery of the intellectual property.

Intangible Assets

The Company capitalizes the costs of acquiring intellectual property. The Company amortizes these costs over the costs in the same expected ratio as the associated ultimate revenue.

Impairment of Long-Lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under Accounting Standards Codification (ASC) 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Income Taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

If applicable, the Company would classify interest and penalties related to uncertain tax positions in income tax expense. Through March 31, 2020, there has been no interest expense or penalties related to unrecognized tax benefits.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. We adopted this new standard effective January 1, 2019. Adoption did not have any effect on the Company.

Management has considered all recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Legal and professional fees	$ 6,877	$ 24,621
President and chief executive officer [Member]
Legal and professional fees	$ 6,877

XML

Balance Sheet - USD ($)	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash		$ 7,444
Total Current Assets		7,444
OTHER ASSETS
Intangible assets	1,036	1,036
Total Other Assets	1,036	1,036
TOTAL ASSETS	1,036	8,480
CURRENT LIABILITIES
Accounts payable
Total Current Liabilities
TOTAL LIABILITIES
STOCKHOLDERS' EQUITY
Preferred stock: $0.001 par value, 5,000,000 shares authorized, 0 issued and outstanding
Common stock: $0.001 par value, 80,000,000 shares authorized, 23,950,000 and 22,950,000 shares issued and outstanding, respectively	23,950	22,950
Additional paid-in capital	71,150	18,550
Retained earnings (accumulated deficit)	(100,064)	(33,020)
Total Stockholders' Equity	1,036	8,480
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,036	$ 8,480

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
OPERATING ACTIVITIES
Net (loss)	$ (67,044)	$ (23,610)
Adjustments to reconcile net loss to net cash provided by operating activities:
Common stock issued for services rendered	59,600
Amortization of intangible assets		57
Changes in operating assets and liabilities:
Prepaid expenses		(3,409)
Net Cash Used In Operating Activities	(7,444)	(26,962)
NET DECREASE IN CASH	(7,444)	(26,962)
CASH AT BEGINNING OF PERIOD	(7,444)	47,295
CASH AT END OF PERIOD		$ 20,333

XML

SIGNIFICANT EVENTS (Details Narrative) - Ms. Tiffani Jones [Member] - Consulting Agreement [Member] - USD ($)	1 Months Ended	3 Months Ended
	Feb. 12, 2020	Mar. 31, 2020
Payables to related party		$ 6,877
Consulting services	$ 3,750
Consulting agreement description	The agreement can be extended for up to two additional thirty-day periods for $3,750 each with the mutual consent of the parties.
Expiration date		Mar. 13, 2020

XML

Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2020	Mar. 27, 2020	Dec. 31, 2019
STOCKHOLDERS' EQUITY
Preferred stock, shares par value	$ 0.001		$ 0.001
Preferred stock, shares authorized	5,000,000		5,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Common stock, shares par value	$ 0.001		$ 0.001
Common stock, shares authorized	80,000,000		80,000,000
Common stock, shares issued	23,950,000		22,950,000
Common stock, shares outstanding	23,950,000		22,950,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated interim financial statements of Regnum Corp. (the “Company” or “Regnum”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2019, contained in the Company’s annual report, as filed with the SEC on Form 10-K on April 14, 2020 (the “Form 10-K”). The December 31, 2019 balance sheet was derived from the audited financial statements of our 2019 Form 10-K. 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 interim periods presented, have been reflected herein.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2019 financial statements.  The results of operations for the periods ended March 31, 2020 and 2019 are not necessarily indicative of the operating results for the full year.

Nature of Business

The Company was organized on March 31, 2016, under the laws of the State of Nevada. The Company was formed for the primary business purpose of servicing the increasing demand for premium entertainment content and becoming a depository of unpublished intellectual properties for resale with a focus on achieving profitability and sustaining business growth. The Company’s business model is based on acquiring unproduced and unpublished quality intellectual properties at a discount from studios, agencies and production companies for subsequent recycling or production in wide variety of media with the intent to resell back to the entertainment community for a profit.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basic Loss per Common Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are 80,000,000 common stock shares authorized at $0.001 par value and 23,950,000 shares of common stock outstanding as of March 31, 2020.  The Company had no potential dilutive shares of common stock as of March 31, 2020.

Accounting Basis

The basis is accounting principles generally accepted in the United States of America. The Company has adopted a December 31 fiscal year-end.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and financial instruments which mature within six months of the date of purchase.

Revenue Recognition  

Revenues from the sale of intellectual property are recognized when persuasive evidence of an arrangement exists, the intellectual property has been delivered or is made available for delivery, the customer can begin the use of the intellectual property, the fee is fixed or determinable and collectability is reasonably assured, which is generally upon execution of a purchase agreement and delivery of the intellectual property.

Intangible Assets

The Company capitalizes the costs of acquiring intellectual property. The Company amortizes these costs over the costs in the same expected ratio as the associated ultimate revenue.

Impairment of Long-Lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under Accounting Standards Codification (ASC) 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Income Taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

If applicable, the Company would classify interest and penalties related to uncertain tax positions in income tax expense. Through March 31, 2020, there has been no interest expense or penalties related to unrecognized tax benefits.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. We adopted this new standard effective January 1, 2019. Adoption did not have any effect on the Company.

Management has considered all recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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CONCENTRATION (Details Narrative)	3 Months Ended
	Mar. 31, 2020 integer
CONCENTRATION (Details Narrative)
Number of customers	5

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STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares	1 Months Ended
	Mar. 27, 2020	Mar. 31, 2020	Dec. 31, 2019
Preferred stock, shares authorized		5,000,000	5,000,000
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares authorized		80,000,000	80,000,000
Common stock, shares issued		23,950,000	22,950,000
Common stock, shares outstanding		23,950,000	22,950,000
Preferred stock, shares par value		$ 0.001	$ 0.001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Board of Directors [Member]
Common stock issued price per share	$ 0.0596
Common shares issued for services rendered, shares	1,000,000

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2020

RELATED PARTY TRANSACTIONS

4. RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2020, the Company paid $6,877 to its president and chief executive officer as compensation for executive services rendered through February 27, 2020.  As of March 31, 2020, the Company has no financial obligations to related parties.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2020

SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS

In accordance with ASC 855 Company management reviewed all material events through the date of this report and there are no material subsequent events to report.

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INCOME TAXES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
INCOME TAXES
Federal
State
Total

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STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

3. STOCKHOLDERS' EQUITY

As of March 31, 2020, the Company has authorized 80,000,000 shares of $0.001 par value common stock, of which 23,950,000 shares are issued and outstanding.

As of March 31, 2020, the Company has authorized 5,000,000 shares of $0.001 par value preferred stock, of which none are issued and outstanding.

On March 27, 2020, the Company issued 1,000,000 shares of common stock to an individual who served as a member of the Board of Directors of the Company from February 27, 2020 to March 27, 2020, as payment for services rendered.  The shares were valued at $0.0596 per share, being the market closing price for the shares on the date of issuance.

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Apr. 27, 2020
Document And Entity Information
Entity Registrant Name	Regnum Corp.
Entity Central Index Key	0001716324
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		23,950,000
Entity File Number	333-222083
Entity Address Address Line 1	765 Beach Street
Entity Address Postal Zip Code	94109
Entity Tax Identification Number	82-0832447
Entity Address City Or Town	San Francisco
Local Phone Number	496-6539
City Area Code	844
Entity Address State Or Province	CA
Entity Interactive Data Current	Yes

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Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]
Balance, amount at Dec. 31, 2018	$ 44,060	$ 22,950	$ 18,550	$ 2,560
Balance, shares at Dec. 31, 2018		22,950,000
Net loss	$ (23,610)			$ (23,610)
Balance, shares at Mar. 31, 2019		22,950,000
Balance, amount at Mar. 31, 2019	$ 20,450	$ 22,950	$ 18,550	$ (21,050)
Balance, amount at Dec. 31, 2019	$ 8,480	$ 22,950	$ 18,550	$ (33,020)
Balance, shares at Dec. 31, 2019		22,950,000
Net loss	$ (67,044)			$ (67,044)
Common shares issued for services rendered, shares		1,000,000
Common shares issued for services rendered, amount	$ 59,600	$ 1,000	$ 58,600
Balance, shares at Mar. 31, 2020		23,950,000
Balance, amount at Mar. 31, 2020	$ 1,036	$ 23,950	$ 77,150	$ (100,064)

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CONCENTRATION

3 Months Ended

Mar. 31, 2020

CONCENTRATION

6. CONCENTRATION

For the period from January 1, 2019 to March 31, 2020, revenues consisted of sales to five customers.

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INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2020

INCOME TAXES

Schedule of Income tax expense

	March 31,
	2020		2019
Federal	$	-	$	-
State		-		-
Total	$	-	$	-

Schedule of Income tax expense differed from amount computed by the U.S. federal statutory tax rate

	March 31,
	2020		2019
Federal tax at statutory rate	$	-	$	-
State taxes, net of federal benefit		-		-
Net operating loss carryforward	$	-	$	-

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SIGNIFICANT EVENTS

3 Months Ended

Mar. 31, 2020

SIGNIFICANT EVENTS

7. SIGNIFICANT EVENTS

Consulting Agreement

On February 12, 2020, Tiffani Jones, the former sole director and officer of the Company, entered into a Consulting Agreement with the Company, whereby Ms. Jones agreed to perform consulting services on a part-time basis for thirty days (beginning February 12, 2020) for $3,750, plus the reimbursement of certain travel expenses. The agreement can be extended for up to two additional thirty-day periods for $3,750 each with the mutual consent of the parties. The agreement can be terminated by the Company at any time.  As of March 31, 2020, the Company has paid Ms. Jones $6,877 pursuant to this consulting agreement. The agreement expired on March 13, 2020.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Entity incorporation	Nevada
Entity incorporation, date of incorporation	Mar. 31, 2016
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	80,000,000	80,000,000
Common stock, shares outstanding	23,950,000	22,950,000

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INCOME TAXES (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
INCOME TAXES
Federal tax at statutory rate
State taxes, net of federal benefit
Net operating loss carryforward

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statements of Operations (Unaudited)
REVENUES		$ 1,800
OPERATING EXPENSES
Amortization of intangible assets		57
Legal and professional fees	6,877	24,621
General and administrative	60,167	732
Total Operating Expenses	67,044	25,410
INCOME (LOSS) FROM OPERATIONS	(67,044)	(23,610)
OTHER EXPENSES
INCOME (LOSS) BEFORE TAXES	(67,044)	(23,610)
INCOME TAX EXPENSE
NET INCOME (LOSS)	$ (67,044)	$ (23,610)
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	23,004,945	22,950,000

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GOING CONCERN

3 Months Ended

Mar. 31, 2020

GOING CONCERN

2. GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a limited operating history and has not yet established strong liquidity or a reliable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern over an extended period of time. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until its operations become established enough to be considered reliably profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These factors raise substantial doubts about the Company’s ability to continue as a going concern for one year from the issuance date from these financial statements. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.