10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2019

¨	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: 000-56034

GD Acquisition Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	82-4034119
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8 The Green Suite A, Dover, DE	19901
(Address of principal executive offices)	(Zip Code)

(202) 854-8386

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “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	x
(Do not check if a smaller reporting company)		Emerging growth company	x

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 x No ¨

As of August 23, 2019, there were 100,000 shares of the registrant’s common stock, par value $0.00001 per share, outstanding.

GD ACQUISITION GROUP, INC.

INDEX

		Page
PART I.	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 4.	CONTROLS AND PROCEDURES	9
PART II.	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	10
ITEM 1A.	RISK FACTORS	10
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	10
ITEM 4.	MINE SAFETY DISCLOSURES	10
ITEM 5.	OTHER INFORMATION	10
ITEM 6.	EXHIBITS	11
SIGNATURES		12

2

FORWARD-LOOKING STATEMENTS

Except for any historical information contained herein, the matters discussed in this quarterly report on Form 10-Q contain certain “forward-looking statements’’ within the meaning of the federal securities laws. This includes statements regarding our future financial position, economic performance, results of operations, business strategy, budgets, projected costs, plans and objectives of management for future operations, and the information referred to under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

These forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,’’ “will,’’ “expect,’’ “intend,’’ “estimate,’’ “anticipate,’’ “believe,’’ “continue,’’ “plan” or similar terminology, although not all forward-looking statements contain these words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Important factors that may cause actual results to differ from projections include, for example:

● the success or failure of management’s efforts to implement our business plan;

● our ability to fund our operating expenses;

● our ability to compete with other companies that have a similar business plan;

● the effect of changing economic conditions impacting our plan of operation; and

● our ability to meet the other risks as may be described in future filings with the Securities and Exchange Commission (the “SEC”).

Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this quarterly report on Form 10-Q.

When considering these forward-looking statements, you should keep in mind the cautionary statements in this quarterly report on Form 10-Q and in our other filings with the SEC. We cannot assure you that the forward-looking statements in this quarterly report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may prove to be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time-frame, or at all.

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONTENTS

FINANCIAL STATEMENTS	Page
Condensed Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018	F-1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)	F-2
Condensed Statement of Changes in Stockholder’s Equity – for the Six Months Ended June 30, 2019 and 2018 (unaudited)	F-3
Condensed Statement of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (Unaudited)	F-4
Notes To Condensed Financial Statements (Unaudited)	F-5

4

GD Acquisitions Group, Inc.

Condensed Balance Sheets

	As of			As of
	June 30, 2019			December 31, 2018
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	41		$	3,010
Total current assets		41			3,010
Total Assets	$	41		$	3,010
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:	$	-		$	-
Total Liabilities	$	-		$	-
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIENCY
Preferred stock $0.00001 par value: 20,000,000 shares authorized; none issued and outstanding		-			-
Common stock $0.00001 par value: 100,000,000 shares authorized; 100,000 shares issued and outstanding at June 30, 2019 and December 31, 2018		1			1
Additional paid in capital		8,956			5,961
Accumulated deficit		(8,916	)		(2,952	)
Total Stockholders’ Equity		41			3,010
Total Liabilities and Stockholders’ Equity	$	41		$	3,010

See accompanying notes to the condensed financial statements.

F-1

GD Acquisitions Group, Inc.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended June 30, 2019			For the three months ended June 30, 2018			For the six months ended June 30, 2019			For the six months ended June 30, 2018
Revenue	$	-		$	-		$	-		$	-
Cost of revenue		-			-			-			-
Gross profit		-			-			-			-
Operating expenses		1,319			-			5,964			-
Net loss from operations		(1,319	)		-			(5,964	)		-
Interest expense		-			-			-			-
Net loss before income taxes		(1,319	)		-			(5,964	)		-
Income tax expense		-			-			-			-
Net loss	$	(1,319	)	$	-		$	(5,964	)	$	-
Loss per share - basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.06	)	$	(0.00	)
Weighted average shares - basic and diluted		100,000			100,000			100,000			100,000

See accompanying notes to the condensed financial statements.

F-2

GD Acquisition Group, Inc.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2019 and 2018

(unaudited)

	Common Stock $0.00001 Par Value				Additional								Total
	Number of				Paid-in		Stock			Accumulated			Stockholders’
	Shares		Amount		Capital		Receivable			Deficit			Equity
Balance, December 31, 2017		100,000	$	1	$	5,241	$	(5,000	)		(242	)	$	-
Contributed Capital		-		-		720		-			-			720
Net loss		-		-		-		-			-			-
Balance, June 30, 2018		100,000	$	1	$	5,961	$	(5,000	)	$	(242	)	$	720

	Common Stock $0.00001 Par Value				Additional							Total
	Number of				Paid-in		Stock		Accumulated			Stockholders’
	Shares		Amount		Capital		Receivable		Deficit			Equity
Balance, December 31, 2018		100,000	$	1	$	5,961	$	-		(2,952	)	$	3,010
Contributed Capital		-		-		2,995		-		-			2,995
Net loss		-		-		-		-		(5,964	)		(5,964	)
Balance, June 30, 2019		100,000	$	1	$	8,956	$	-	$	(8,916	)	$	41

 

See accompanying notes to the condensed financial statements.

F-3

GD Acquisitions Group, Inc.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended June 30,
	2019			2018
Cash flows from operating activities:
Net Loss	$	(5,964	)	$	-
Changes in operating assets and liabilities		-			-
Net Cash Used in Operating Activities		(5,964	)		-
Cash flows from Financing Activities:
Contributed Capital		2,995			720
Net cash provided by financing activities		2,995			720
Net increase (decrease) in cash		(2,969	)		720
Cash-beginning of period		3,010			-
Cash-end of period	$	41		$	720
Supplemental Cash Information:
Interest paid in cash	$	-		$	-
Taxes paid in cash	$	-		$	-

See accompanying notes to the condensed financial statements.

F-4

GD ACQUISITION GROUP, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2019 and 2018

(unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

GD Acquisition Group, Inc. (the “Company”) was incorporated in the State of Delaware on December 26, 2017 and established a fiscal year end of December 31st. The Company was formed to engage in any lawful business. The Company’s activities since formation have been limited to continuing to seek acquisition targets for the Company.

The Company’s initial business plan was to seek and engage in an unidentified merger or acquisition. The Company continues its business plan and the Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the regulations of the United States Securities and Exchange Commission. The financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. 

These condensed unaudited financial statements should be read in conjunction with a reading of the Company’s financial statements and notes thereto for the year ended December 31, 2018, included in Form 10-12g filed with the SEC on March 11, 2019.

Interim results of operations for the six months ended June 30, 2019, are not necessarily indicative of future results for the full year. The Company has not earned any revenue from operations since inception.

USE OF ESTIMATES

The preparation of 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 financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking institutions and can include as well as all highly liquid short-term investments with original maturities of 90 days or less. There were no cash equivalents as of June 30, 2019 or 2018.

F-5

INCOME TAXES

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of June 30, 2019 and December 31, 2018, there were no deferred tax assets and liabilities due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2019 and 2018, there were no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of financial assets such as cash, and accounts payable, approximate their fair values because of the short maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s financial statements.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. 

NOTE 3 – GOING CONCERN

The Company has yet to generate any revenue since inception to date. The Company had an accumulated deficit of $8,916 as of June 30, 2019. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing from its stockholders or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company currently has no commitments for the purchase of its equity. If the Company is unable to acquire additional working capital, it may not be able to execute its business plan. 

F-6

NOTE 4 – STOCKHOLDERS’ EQUITY

Effective February 23, 2018, the Company issued a total of One Hundred Thousand (100,000) shares of $0.00001 par value common stock to the Company’s two officers and directors. The shares were issued for $0.00001 per share for a total of One Dollar ($1). Management invested $5,000 for the shares. The Company is authorized to issue 100,000,000 shares of common stock, par value $0.00001 and 20,000,000 shares of preferred stock, par value $0.00001. As of June 30, 2019 and December 31, 2018, there are 100,000 shares of common stock and no shares of preferred stock issued and outstanding.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of June 30, 2019, the Company’s sole officers and directors have provided the Company with its only cash for operations. That is the Company’s sole officers and directors purchased a total of 100,000 shares of common stock for a total of $5,000.

During 2018, Garrett Schmidt, the Company’s CEO paid $720 for operating expenses. This amount is not expected to be repaid by the Company and was recorded as Donated Capital.

From April 1, 2019 to June 30, 2019, Garrett, the Company’s CEO contributed capital of $2,995 for operating expenses. This amount is not expected to be repaid by the Company and was recorded as Contributed Capital.

The Company uses the office of an officer and director, without charge. The same officer has also provided legal services to the Company to date, without charge.

The Company has a policy for related person transactions.

NOTE 6 – SUBSEQUENT EVENTS

Management has reviewed subsequent events through August 23, 2019, which is the date the combined financial statements were available for issuance.

F-7

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

The following presentation of management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed financial statements, the accompanying notes thereto and other financial information appearing elsewhere in this quarterly report on Form 10-Q. This section and other parts of this quarterly report on Form 10-Q contain forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.”

Overview

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s activities since formation have been limited to issuing shares to its founding shareholders, and setting up its corporate entity. Our current activities are related to seeking to acquire a target company or business seeking the perceived advantages of being a publicly held corporation. We will use our limited personnel and financial resources in connection with such activities.

We are an emerging growth company that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the reporting and disclosure rules of the Securities and Exchange Commission (the “SEC”). Our principal business objective for the next 12 months and beyond such time will be to seek to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings and we will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

Results of Continuing Operations During the Three Months Ended June 30, 2019 as Compared to the Three Months Ended June 30, 2018

The Company had an accumulated deficit of $8,916 as of June 30, 2019. At June 30, 2019, we had $41 of cash assets and $0 of total liabilities. At December 31, 2018, we had $3,010 of cash assets and $0 of total liabilities. The Company had a $1,319 decrease in cash from March 31, 2018 to June 30, 2019. Our general and administrative expense increased to $1,319 from June 30, 2019 compared to $0 during the same period in the prior year. Increases were due to costs incurred for legal and filing expenses. We incurred a net loss of $1,319 during the three months ended June 30, 2019 compared to a net loss of $0 in the prior year.

Results of Continuing Operations During the Six Months Ended June 30, 2019 as Compared to the Six Months Ended June 30, 2018

The Company has yet to generate any revenue since inception (December 26, 2017) to date. The Company had a $2,969 decrease in cash from December 31, 2018 to June 30, 2019. Our general and administrative expense increased to $5,964 from June 30, 2019 compared to $0 during the same period in the prior year. Increases were due to costs incurred for legal and filing expenses. We incurred a net loss of $5,964 during the six months ended June 30, 2019 compared to a net loss of $0 in the prior year.

We have no revenues. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing from its stockholders or other sources, as may be required.

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company currently has no commitments for the purchase of its equity. If the Company is unable to acquire additional working capital, it may not be able to execute its business plan.

5

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

During the next 12 months we anticipate incurring costs related to:

(i)	filing of Exchange Act reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (accounting and auditing fees) in the amount of approximately $5,000; and
(ii)	consummating an acquisition in the amount of approximately $10,000 or more, depending on the terms of the specific acquisition at issue to pay for audit fees, and the range of audit fees for this is unknown at such time and cannot be predicted with any accuracy.

Destiny Aigbe, our Chief Financial Officer and a member of our board of directors, currently is providing legal services to the Company without charge.

We believe we will be able to meet the costs of filing Exchange Act reports during the next 12 months through use of funds to be loaned to or invested in us by our management or other investors. However, there is no guarantee that such additional funds will be made available to us or on terms that are favorable to us. If we enter into a business combination with a target entity, we will request the target company to pay the acquisition related fees and expenses as a condition precedent to such an agreement. Our management may also agree to invest or loan money to cover such expenses. To date, we have had no discussions with our management or other investors, regarding funding and no funding commitment for future expenses has been obtained. If in the future we need funds to pay expenses, we will consider these and other yet to be identified options for raising funds and/or paying expenses. If our management, or other investors, do not loan to or invest sufficient funds in us, then we will not be able to meet our SEC reporting obligations and will not be able to attract a private company with which to combine.

We have no source of revenues and have a stockholders’ deficit. These conditions raise substantial doubt about our ability to continue as a going concern. We will be devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, and complete a merger with another company, and ultimately, achieve profitable operations.

The Company may consider a business which has recently commenced operations, is in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. However, there is no assurance that the Company will have greater access to capital due to its public company status, and therefore a business combination with an operating company in need of additional capital may expose the Company to additional risks and challenges. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

6

Management believes that there exist numerous private operating businesses seeking the perceived benefits of operating as a publicly registered corporation. Perceived benefits may include increasing equity financing options, providing stock options or similar benefits as incentives to key employees, and achieving liquidity (subject to restrictions of applicable statutes), for all shareholders. Management further believes that certain private operating businesses prefer merging into a publicly registered company so as to eliminate the time and expense of conducting an initial public offering.

We have, and will continue to have, no capital with which to provide the owners of business entities with any cash or other assets. However, owners of these private operating businesses will still incur significant legal and accounting costs in connection with the acquisition of a publicly registered corporation, including the costs of preparing and filing Form 8-Ks, 10-Ks, 10-Qs and agreements and related reports and documents. The Exchange Act specifically requires that within four business days of completion of a merger or acquisition transaction with a private operating business, a Form 8-K be filed containing Form 10 information regarding the private operating company, including audited financial statements.

Liquidity and Capital Resources

We have no known demands or commitments and are not aware of any events or uncertainties that will result in or that are reasonably likely to materially increase or decrease our current liquidity. We had no material commitments for capital expenditures as of June 30, 2019.

We incurred a net loss of $5,964 during the six month period ended on June 30, 2019 compared to a net loss of $0 during the prior six month period ended on June 30, 2018. Net losses were due to the legal and filing expenses.

We used $0 in operating activities through the six months ended June 30, 2019. We have used approximately $4,615 in our operating activities to pay for our accounting and filing expenses, and approximately $90 went to our internal accounting software fees through June 30, 2019. An additional $1,349 was paid for state filing fees, licenses, and taxes. $0 was contributed to the Company as of June 30, 2018 and another $2,995 was contributed to the Company as of June 30, 2019.

We plan to satisfy our cash requirements for the next 12 months though our current cash and by borrowing from our management. We expect that money borrowed will be used during the next 12 months to satisfy our operating costs, professional fees and for general corporate purposes. We may explore alternative financing sources, although we have not done so to date.

We will use our limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or merger with an operating company.

There are no limitations in our certificate of incorporation on our ability to borrow funds or raise funds through the issuance of capital stock to effect a business combination. Our limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of capital stock required to effect or facilitate a business combination may have a material adverse effect on our financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

We have no plans to conduct any research and development or to purchase or sell any significant equipment. We do not expect to hire any employees during the next 12 months.

The Company has yet to generate any revenue since inception to date. The Company has an accumulated deficit of $8,916 as of June 30, 2019. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing from its stockholders or other sources, as may be required. 

7

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of 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 financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and on deposit at banking institutions and can include as well as all highly liquid short-term investments with original maturities of 90 days or less. 

Income Taxes

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of June 30, 2019 and December 31, 2018, there were no deferred tax assets and liabilities due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

Loss Per Common Share

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2019 and 2018, there are no outstanding dilutive securities.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s financial statements.

8

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2019. Based on such review and evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2019, the disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the fiscal quarter ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

9

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material litigation, nor, to the knowledge of management, is any litigation threatened against us that may materially affect us.

Item 1A. Risk Factors

We are a Smaller Reporting Company and are not required to provide the information under this item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Not applicable.

(b) During the quarter ended June 30, 2019, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

10

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation

11

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.

	GD Acquisition Group, Inc.
Date: August 23, 2019	By:	/s/ Destiny Aigbe
	Name:	Destiny Aigbe
	Title:	Director and Chief Financial Officer
Date: August 23, 2019	By:	/s/ Garrett Schmidt
	Name:	Garrett Schmidt
	Title:	Director and Chief Executive Officer

12

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Garrett Schmidt, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2019 of GD Acquisition Group, Inc.;
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 registrant’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; and

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 (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: August 23, 2019

/s/ Garrett Schmidt

Garrett Schmidt

Chief Executive Officer

(principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Destiny Aigbe, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2019 of GD Acquisition Group, Inc.;
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 registrant’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; and

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 (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: August 23, 2019

/s/ Destiny Aigbe

Destiny Aigbe

Chief Financial Officer (principal executive officer)

EX-32.1

EXHIBIT 32.1

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 GD Acquisition Group Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Garrett Schmidt, Chief Executive Officer 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 to my knowledge:

(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.

Dated: August 23, 2019	/s/ Garrett Schmidt
	Garrett Schmidt
	Chief Executive Officer

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 GD Acquisition Group Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Destiny Aigbe, Chief Financial Officer 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 to my knowledge:

(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.

Dated: August 23, 2019	/s/ Destiny Aigbe
	Destiny Aigbe
	Chief Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 23, 2019
Document And Entity Information
Entity Registrant Name	GD Acquisition Group, Inc.
Entity Central Index Key	0001740093
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	Jun. 30, 2019
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		100,000

XML

Condensed Balance Sheets - USD ($)	Jun. 30, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash	$ 41	$ 3,010
Total current assets	41	3,010
Total Assets	41	3,010
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Total Liabilities
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Preferred stock $0.00001 par value: 20,000,000 shares authorized; none issued and outstanding
Common stock $0.00001 par value: 100,000,000 shares authorized; 100,000 shares issued and outstanding at June 30, 2019 and December 31, 2018	1	1
Additional paid in capital	8,956	5,961
Accumulated deficit	(8,916)	(2,952)
Total Stockholders' Equity	41	3,010
Total Liabilities and Stockholders' Equity	$ 41	$ 3,010

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
STOCKHOLDERS' DEFICIENCY
Preferred stock, shares par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	100,000	100,000
Common stock, shares outstanding	100,000	100,000

XML

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
Revenue
Cost of revenue
Gross profit
Operating expenses	1,319		5,964
Net loss from operations	(1,319)		(5,964)
Interest expense
Net loss before income taxes	(1,319)		(5,964)
Income tax expense
Net loss	$ (1,319)		$ (5,964)
Loss per share - basic and diluted	$ (0.01)	$ (0.00)	$ (0.06)	$ (0.00)
Weighted average shares - basic and diluted	100,000	100,000	100,000	100,000

XML

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Common Stock 000001 Par Value Number of Shares	Additional Paid-in Capital	Stock Receivable	Accumulated Deficit
Beginning Balance, Shares at Dec. 31, 2017		100,000
Beginning Balance, Amount at Dec. 31, 2017		$ 1	$ 5,241	$ (5,000)	$ (242)
Contributed Capital	720		720
Net loss
Ending Balance, Shares at Jun. 30, 2018		100,000
Ending Balance, Amount at Jun. 30, 2018	720	$ 1	5,961	(5,000)	(242)
Beginning Balance, Shares at Dec. 31, 2018		100,000
Beginning Balance, Amount at Dec. 31, 2018	3,010	$ 1	5,961		(2,952)
Contributed Capital	2,995		2,995
Net loss	(5,964)				(5,964)
Ending Balance, Shares at Jun. 30, 2019		100,000
Ending Balance, Amount at Jun. 30, 2019	$ 41	$ 1	$ 8,956		$ (8,916)

XML

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities
Net Loss	$ (5,964)
Changes in operating assets and liabilities
Net Cash Used in Operating Activities	(5,964)
Cash flows from Financing Activities:
Contributed Capital	2,995	720
Net cash provided by financing activities	2,995	720
Net increase (decrease) in cash	(2,969)	720
Cash-beginning of period	3,010
Cash-end of period	41	720
Supplemental Cash Information:
Interest paid in cash
Taxes paid in cash

XML

ORGANIZATION AND NATURE OF OPERATIONS

6 Months Ended

Jun. 30, 2019

ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

GD Acquisition Group, Inc. (the “Company”) was incorporated in the State of Delaware on December 26, 2017 and established a fiscal year end of December 31st. The Company was formed to engage in any lawful business. The Company’s activities since formation have been limited to continuing to seek acquisition targets for the Company.

The Company’s initial business plan was to seek and engage in an unidentified merger or acquisition. The Company continues its business plan and the Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

XML

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2019

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the regulations of the United States Securities and Exchange Commission. The financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. 

These condensed unaudited financial statements should be read in conjunction with a reading of the Company’s financial statements and notes thereto for the year ended December 31, 2018, included in Form 10-12g filed with the SEC on March 11, 2019.

Interim results of operations for the six months ended June 30, 2019, are not necessarily indicative of future results for the full year. The Company has not earned any revenue from operations since inception.

USE OF ESTIMATES

The preparation of 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 financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking institutions and can include as well as all highly liquid short-term investments with original maturities of 90 days or less. There were no cash equivalents as of June 30, 2019 or 2018.

INCOME TAXES

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of June 30, 2019 and December 31, 2018, there were no deferred tax assets and liabilities due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2019 and 2018, there were no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of financial assets such as cash, and accounts payable, approximate their fair values because of the short maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s financial statements.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. 

XML

GOING CONCERN

6 Months Ended

Jun. 30, 2019

GOING CONCERN

NOTE 3 - GOING CONCERN

The Company has yet to generate any revenue since inception to date. The Company had an accumulated deficit of $8,916 as of June 30, 2019. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing from its stockholders or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company currently has no commitments for the purchase of its equity. If the Company is unable to acquire additional working capital, it may not be able to execute its business plan. 

XML

STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2019

STOCKHOLDERS' EQUITY

NOTE 4 - STOCKHOLDERS' EQUITY

Effective February 23, 2018, the Company issued a total of One Hundred Thousand (100,000) shares of $0.00001 par value common stock to the Company’s two officers and directors. The shares were issued for $0.00001 per share for a total of One Dollar ($1). Management invested $5,000 for the shares. The Company is authorized to issue 100,000,000 shares of common stock, par value $0.00001 and 20,000,000 shares of preferred stock, par value $0.00001. As of June 30, 2019 and December 31, 2018, there are 100,000 shares of common stock and no shares of preferred stock issued and outstanding.

XML

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2019

RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

As of June 30, 2019, the Company’s sole officers and directors have provided the Company with its only cash for operations. That is the Company’s sole officers and directors purchased a total of 100,000 shares of common stock for a total of $5,000.

During 2018, Garrett Schmidt, the Company’s CEO paid $720 for operating expenses. This amount is not expected to be repaid by the Company and was recorded as Donated Capital.

From April 1, 2019 to June 30, 2019, Garrett, the Company’s CEO contributed capital of $2,995 for operating expenses. This amount is not expected to be repaid by the Company and was recorded as Contributed Capital.

The Company uses the office of an officer and director, without charge. The same officer has also provided legal services to the Company to date, without charge.

The Company has a policy for related person transactions.

XML

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2019

SUBSEQUENT EVENTS

NOTE 6 - SUBSEQUENT EVENTS

Management has reviewed subsequent events through August 23, 2019, which is the date the combined financial statements were available for issuance.

XML

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2019

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

USE OF ESTIMATES

The preparation of 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 financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking institutions and can include as well as all highly liquid short-term investments with original maturities of 90 days or less. There were no cash equivalents as of June 30, 2019 or 2018.

INCOME TAXES

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of June 30, 2019 and December 31, 2018, there were no deferred tax assets and liabilities due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2019 and 2018, there were no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of financial assets such as cash, and accounts payable, approximate their fair values because of the short maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s financial statements.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. 

XML

ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative)	6 Months Ended
	Jun. 30, 2019
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative)
State of Incorporation	Delaware
Date of Incorporation	Dec. 26, 2017

XML

GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
GOING CONCERN (Details Narrative)
Accumulated deficit	$ (8,916)	$ (2,952)

XML

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	1 Months Ended
	Feb. 23, 2018	Jun. 30, 2019	Dec. 31, 2018
Common Stock Shares Authorized		100,000,000	100,000,000
Common Stock shares outstanding		100,000	100,000
Common Stock Shares Issued		100,000	100,000
Common Stock Par Value		$ 0.00001	$ 0.00001
Preferred Stock Shares Authorized		20,000,000	20,000,000
Preferred Stock Par Value		$ 0.00001	$ 0.00001
Preferred Stock Shares Issued		0	0
Preferred Stock shares outstanding		0	0
Two officers and directors
Common Stock Shares Issued	100,000
Common Stock Par Value	$ 0.00001
Proceeds from stock receivable	$ 5,000
Proceeds from issuance of common stock	$ 1

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Common Stock Shares Issued	100,000		100,000
Contributed Capital	$ 2,995	$ 720
Sole officers and directors [Member]
Common Stock Shares Issued	100,000
Proceeds from issuance of common stock	$ 5,000
Chief Executive Officer [Member]
Contributed Capital	$ 2,995		$ 720