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~~September 30, 2021

¨☐ 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 33-23473

Cordia Corporation

(Exact Name of Company as Specified in its Charter)

Nevada	11-2917728
(State of Incorporation)	(I.R.S. Employer Identification No.)

401 Ryland St. Reno, Nevada	89502
(Address of Principal Executive Offices)	(ZIP Code)

Company’s Telephone Number, Including Area Code: (213)-915-6673

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition 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 ¨☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

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

If an emerging growth company, indicate by check mark if the Company 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

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 Act.) Yes ¨☐ No x

As of August 16, 2021, the number of shares outstanding of the registrant’s class of common stock was 13,611,574 par value of $0.001 per share.

FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q may be “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.

Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and “would.” These statements are based on current expectations, estimates and projections about our business based in part on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K, and our other filings with the U.S. Securities and Exchange Commission.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Any forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable law.

CORDIA CORPORATION

PART I - FINANCIAL INFORMATION

ITEM 1	Financial Statements	F-1

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	12

ITEM 4	Controls and Procedures	13

PART II - OTHER INFORMATION

ITEM 1	Legal Proceedings	13

ITEM 1A	Risk Factors	13

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	19

ITEM 3	Defaults Upon Senior Securities	19

ITEM 4	Mine Safety Disclosures	19

ITEM 5	Other Information	19

ITEM 6	Exhibits	20

Signatures		21

PART I - FINANCIAL INFORMATION

FINANCIAL STATEMENTS	Page(s)

Consolidated Balance Sheets as of March 31, 2021, and December 31, 2020	F-2

Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020	F-3

Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2021 and 2020	F-4

Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020	F-5

Notes to Consolidated Financial Statements	F-6 to F-10

F-1

CORDIA CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30,	December 31,
	September 30,	December 31,
	2021	2020
	(UNAUDITED)	(AUDITED)
ASSETS
CURRENT
Cash	$ ~~100~~108,436	$ 3,035
Prepaid expenses	-	-
TOTAL ASSETS	$ ~~100~~108,436	$ 3,035
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Accounts payable and accrued liabilities	$ ~~817~~8,186	$ 3,717
Note payable - Peter Klamka	~~48,648~~-	12,010
Note payable - other	20,000	20,000
Note payables - other	212,190	20,000
	69,465	35,727
Stock payable	21,500	-
	241,876	35,727
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 105,000,000 shares authorized - issued and outstanding - 13,611,574, December 31, 2020 - 13,611,574	13,612	13,612
Common stock, $0.001 par value, 105,000,000 shares authorized- issued and outstanding - 13,611,574, December 31, 2020 - 13,611,574	13,612	13,612
Treasury shares - 347,544, 2018 - 347,544	(348)	(348)
Treasury shares - nil, December 31, 2020 - 347,544	-	(348)
Additional paid in capital	8,~~235~~306,~~784~~384	8,235,784
Deficit	(8,~~318~~453,~~413~~436)	(8,281,740)
Total Stockholders Deficit	(69133,~~365~~440)	(32,692)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ ~~100~~108,436	$ 3,035

F-2

CORDIA CORPORATION

CONSOLIDATED ~~INTERIM~~ STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30,

(UNAUDITED)

	2021	2020
		For the three months ended	For the three months ended	For the nine months ended	For the nine months ended
SALES	$207	$30,423
		September 30,	September 30,	September 30,	September 30,
COST OF SALES	-	17,630
		2021	2020	2021	2020
GROSS PROFIT	207	12,793
SALES		$-	$25,470	$207	$55,893
OPERATING EXPENSES
COST OF SALES		-	1,489	-	19,119
Professional fees	9,740	-
GROSS PROFIT		-	23,981	207	36,774
Licence fees	15,000
OPERATING EXPENSES
General and administrative	11,540	315
Professional fees		28,240	-	37,980	-
Total Operating Expenses	36,280	315
Consulting fees		46,500	4,590	46,500	4,590
Operating Income(Loss)	(36,073)	12,478
Licence fees		10,000	-	25,000	-
Interest paid	(600)	-
General and administrative		8,624	31,047	20,164	31,362
Net Income(Loss)	$(36,673)	$12,478
Total Operating Expenses		93,364	35,637	129,644	35,952
Weighted average number of common shares outstanding	13,611,574	13,611,574
Operating Income (Loss)		(93,364)	(11,656)	(129,437)	822
Net Income(Loss) per common share- Basic and fully diluted	$-	$-
Interest expense		(26,232)	-	(26,832)	-
Interest expense - warrants		(15,427)	-	(15,427)	-
Net Income (Loss)		$(135,023)	$(11,656)	$(171,696)	$822
Weighted average number of common shares outstanding		13,611,574	13,611,574	13,611,574	13,611,574
Net Income(Loss) per common share - Basic and fully diluted		$(0.01)	$(0.00)	$(0.01)	$0.00

F-3

CORDIA CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FROM JANUARY 1, 2021 TO ~~JUNE~~SEPTEMBER 30, 2021

(UNAUDITED)

	COMMON STOCK		Paid In	Accumulated
	Common Stock		Treasury Shares		Paid In	Accumulated
	# of Shares	Amount	~~Capital~~# of Shares	~~Deficit~~Amount	~~TOTALS~~Capital	Deficit	TOTALS
Balance - January 1, 2021	13,611,574	$13,612	$8(347,~~235,784~~544)	$(~~8,281,740~~348)	$~~(32~~8,~~344)~~235,784	$(8,281,740)	$(32,692)
Net income(loss) - June 30, 2021	-	-	-	(36,673)	(36,673)
Retirement for treasury shares	-	-	347,544	348	-	-	348
Balance - June 30, 2021	13,611,574	$13,612	$8,235,784	$(8,318,413)	$(69,017)
Issuance of warrants	-	-	-	-	70,600	-	70,600
Net income (loss)	-	-	-	-	-	(171,696)	(171,696)
Balance - September 30, 2021	13,611,574	$13,612	-	$-	$8,306,384	$(8,453,436)	$(133,440)

F-41

CORDIA CORPORATION

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,

(UNAUDITED)

	2021	2020
		For the three months ended	For the three months ended	For the nine months ended	For the nine months ended
Cash Flows from Operating Activities
		September 30,	September 30,	September 30,	September 30,
Net loss	$(36,673)	$12,478
		2021	2020	2021	2020
Changes in operating assets and liabilities
Cash Flows from Operating Activities
Prepaid expenses	-	-
Net income (loss)		(135,023)	$(11,656)	$(171,696)	$822
Accounts payable	(2,900)	-
Adjustments to reconcile net loss to net cash used in operating activities
Net Cash Used in Operating Activities	(39,573)	12,478
Interest expense - debt issuance costs		16,697	-	16,697	-
Cash Flows from Financing Activities
Interest expense - warrants		15,427	-	15,427	-
Notes payable - net changes	36,638	(3,493)
Changes in operating assets and liabilities
Net Cash Provided by Financing Activities	36,638	(3,493)
Prepaid expenses		-	-	-	-
Net Change in Cash	(2,935)	8,985
Accounts payable and accrued liabilities		7,717	(33,606)	4,817	(33,606)
Cash and Cash Equivalents - Beginning of period	3,035	-
Net Cash Used in Operating Activities		(95,182)	(45,262)	(134,755)	(32,784)
Cash and Cash Equivalents - End of period	$100	$8,985
Cash Flows from Financing Activities
Notes payable - net changes		203,518	36,277	240,156	32,784
Net Cash Provided by Financing Activities		203,518	36,277	240,156	32,784
Net Change in Cash		108,336	(8,985)	105,401	-
Cash and Cash Equivalents - Beginning of period		100	8,985	3,035	-
Cash and Cash Equivalents - End of period		$108,436	$-	$108,436	$-

F-51

CORDIA CORPORATION

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2021 AND ~~JUNE~~SEPTEMBER 30, 2020

(UNAUDITED)

1.NATURE OF THE BUSINESS AND BASIS OF PRESENTATION

Description of Business

Cordia Corporation. (the “Company”) was incorporated in the State of Nevada on April 28, 2000 under the name CyberOpticLabs Inc. On May 25, 2001, the Company filed Articles of Amendment to change the name to Cordia Corporation. The Company is headquartered in Las Vegas, Nevada.

The Company’s focus starting in 2020, is on the emerging field of ghost kitchens and virtual restaurants. The Company seeks to build its business based on meeting customer demand for unique on-premises dining and premises convenience. The Company’s plan is to create a portfolio of virtual restaurants appealing to a broad customer base. The Company is actively seeking to acquire locations for ghost kitchens to meet the growth in app-based ordering.

Virtual Dining Brands, LLC, a wholly owned subsidiary, is organizing a network of social media influencers to support each launch. All of its celebrity and brand partners will be contractually required to regularly post on their social channels. Additionally, the ~~company~~Company is working with a variety of influencers ranging from micro influencers in specific cities to recognized food accounts with significant followings to promote the ~~company~~Company’s menus.

The Company is also developing a TikTok inspired kitchen in Los Angeles which will allow its chefs, influencers and brands to develop short form promotional content for the ~~company~~Company’s branded restaurants.

Basis of Presentation

The financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles (GAAP).

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $8,~~318413~~453,436 as of ~~June~~September 30, 2021. The Company commenced operations in 2020. The Company cannot be certain that it will be successful in these strategies or whether it will require additional funding, nor is it certain that the required funding will be obtained.

2.SUMMARY OF SIGNIFICANT ACCOUNTING 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 period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation of intangible assets.

F-62

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, available for-sale debt securities, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of an allowance for losses. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for a fiscal year beginning after December 15, 2018, including interim periods within that fiscal year. Entities apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. As of December 31, 2019, this new standard has no impact on the current financial reporting.

On January 26, 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The new standard eliminates Step 2 from the goodwill impairment test. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. This standard is effective for public business entities in fiscal years beginning after December 15, 2019, and the standard was adopted and applied prospectively by the Company as of December 31, 2019, this new standard has no impact on the current financial reporting.

New Accounting Pronouncement

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, ("ASU 2019-12") which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The new standard is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We do not expect adoption of this standard to have a material effect on our financial statements.

Cash Equivalents and Short-Term Investments

For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less.

Financial Instruments

The FASB issued ASC 820-10, Fair Value Measurements and Disclosures, for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

- Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

F-7 Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

-	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

F-3

Concentrations and Credit Risk

The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of its cash, and accounts payable.

Cash - The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Foreign Currency Translation

The accounts of the Company are accounted for in accordance with the Statement of Financial Accounting Statements No. 52 (“SFAS 52”), “Foreign Currency Translation”. The financial statements of the Company are translated into US dollars as follows: assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and shareholders’ equity at historical exchange rate.

Monetary assets and liabilities, and the related revenue, expense, gain and loss accounts, of the Company are re-measured at year-end exchange rates. Non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are re-measured at historical rates. Adjustments which result from the re-measurement of the assets and liabilities of the Company are included in net income.

Share-Based Compensation

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized in the period of grant.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

As of ~~June~~September 30, 2021 and 2020, respectively, there was $Nil of unrecognized expense related to non-vested stock-based compensation arrangements granted. There have been no options granted during the six months ended ~~June~~September 30, 2021 and 2020 respectively.

Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Deferred tax assets or liabilities were off-set by a 100% valuation allowance, therefore there has been no recognized benefit as of June 30, 2021 and 2020 respectively. Further it is unlikely with the change of control that the Company will have the ability to realize any future tax benefits that may exist.

F-8

Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

F-4

Earnings Per Share

Net income (loss) per share is calculated in accordance with ASC 260, Earnings Per Share. The weighted-average number of common shares outstanding during each period is used to compute basic earnings or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at ~~June~~September 30, 2021 and ~~June~~September 30, 2020 respectively. Due to net operating losses, there is no presentation of dilutive earnings per share, as it would be anti-dilutive.

Forgiveness of Indebtedness

The Company follows the guidance of AS 470.10 related to debt forgiveness and extinguishment. Debts of the Company are considered extinguished when the statute of limitations in the applicable jurisdiction expire, or when terminated by judicial authority such as the granting of a declaratory judgment. Debts to related parties or shareholders are treated as capital transactions when forgiven or extinguished and credited to additional paid in capital. Debts to non-related parties are treated as other income when forgiven or extinguished.

Debt Issued with Warrants

The Company considers guidance within ASC 470-20, Debt (ASC 470), ASC 480, and ASC 815 when accounting for the issuance of convertible debt with detachable warrants. The Company classifies stock warrants as either equity instruments, derivative liabilities, or liabilities depending on the specific terms of the warrant agreement. In circumstances in which debt is issued with liability-classified warrants, the proceeds from the issuance of convertible debt are first allocated to the warrants at their full estimated fair value and established as both a liability and a debt discount. The remaining proceeds, as further reduced by discounts created by the bifurcation of embedded derivatives and a beneficial conversion feature, is allocated to the debt. The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from the allocation of proceeds, to interest expense using the effective interest method over the expected term of the debt instrument pursuant to ASC 835, Interest (ASC 835).

3.NOTE PAYABLE

Amounts due to Peter Klamka, are unsecured, non-interest bearing and have no fixed terms of repayment.

Amounts due to Lyons Capital Inc. are unsecured, and bear interest at the annual rate of 6%. The loan due date has been extended to December 31, 2021.

4On July 7, 2021, the Company entered into a Securities Purchase Agreement with Leonite Fund 1 LLC.~~INCOME~~(“Leonite”), ~~TAXES~~ whereby Leonite would advance to the Company a total of $500,000. The Company will issue a convertible note for a total consideration of $568,181.82 with a discount of $68,181.82 given back to Leonite. The convertible note bears interest at the greater of bank prime plus 6% or 12% per annum.

As part of the consideration for the advancing of funds, the Company will issue to Leonite, 50,000 shares of restricted common stock and the issuance of stock warrants for a total of 200,000 shares of restricted common shares at $1.00 per share. These warrants expire on July 7, 2026.

To date the Company has received $250,000 from Leonite which is due July 2022. No common stock has been issued to date.

4.STOCK WARRANTS

As stated above, on July 7, 2021, the Company issued stock warrants for a total of 200,000 shares of restricted common shares at $1.00 per share. These warrants expire on July 7, 2026.

The Company measures the fair value of the vested portion of the issued warrants based on a Binomial option pricing model using certain assumptions discussed in the following paragraph, and the closing market price of the Company's common stock on the date of the fair value determination.

F-5

The assumptions used in the valuation of warrants were as follows:

Risk-free interest rate	0.79%
Life of warrant	5 years
Expected stock price volatility	138%
Expected dividend yield	$0.0

The risk-free interest rate is based on the yield of Daily U.S. Treasury Yield Curve Rates with terms equal to the life of the warrants as of the grant date. The expected stock price volatility is based on the Companies’ historical stock price volatility.

5.INCOME TAXES

Income taxes are provided based upon the liability method. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by accounting standards to allow recognition of such an asset.

Deferred tax assets/liabilities were as follows as of ~~June~~September 30, 2021 and 2020:

Description	2021	2020
Net operating loss carry forward	$8,~~318~~418,~~413~~797	$8,267,798
Valuation allowance	(8,~~318~~418,~~413~~797)	(8,267,798)
Total	$-	$-

As of ~~June~~September 30, 2021, the Company expected no net deferred tax assets to be recognized, resulting from net operating loss carry forwards. Deferred tax assets were offset by a corresponding allowance of 100%.

~~F-9~~6.LICENSE AGREEMENTS

5.LICENSE AGREEMENTS

In December 2020, the Company entered into 3 separate and identical license agreements for the use of the names of Holly Niederkohr, Denise Richards and Carmen Electra as endorsers of proposed advertisements, promotions and sale of Company products for a term of 36 months.

Compensation for each of the participants in the license agreements is as follows:

Holly Niederkohr

A royalty compensation of 40% of the gross receipts of the Licensed Products sold calculated on a monthly basis. Holly Niederkohr is also entitled to purchase 200,000 shares of restricted common stock of the Company, for a price of $1.00 per share.

Denise Richards

A royalty compensation of 20% of the gross receipts of the Licensed Products sold calculated on a monthly basis. The minimum annual guarantee of compensation will be $50,000. Upon execution of this agreement, the Company paid an advance amount of $5,000. An additional $5,000 shall be paid upon approval by Richards and the Company of the menu.

Additionally, Denise Richards is entitled to purchase 500,000 shares of restricted common stock of the Company, for a price of $1.00 per share.

Denise Richards is also entitled to an additional cash payment of $50,000 upon the closing of any equity financing for the Company in excess of $2,000,000.

F-6

In the event that the control of the Company is sold to a third party or the Company commences trading on the New York or Nasdaq Stock Exchange, Richards is entitled to receive an additional $250,000 at closing or on the first day of trading.

Carmen Electra

Carmen Electra is entitled to purchase 200,000 shares of restricted common stock of the Company, for a price of $1.00 per share.

67.SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date of filing the financial statements with OTC Markets, the date the consolidated financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the consolidated financial statements thereby requiring adjustment or disclosure ~~except as follows:~~.

~~On July~~ F-7, 2021, the Company entered into a Securities Purchase Agreement with Leonite Fund 1 LLC.(“Leonite”), whereby Leonite would advance to the Company a total of $500,000. The Company will issue a convertible note for a total consideration of $568,181.82 with a discount of $68,181.82 given back to Leonite. The convertible note bears interest at the greater of bank prime plus 6% or 12% per annum.

AsItem ~~part~~2. ofManagement’s ~~the~~Discussion ~~consideration~~and ~~for~~Analysis ~~the advancing~~ of ~~funds,~~Financial ~~the~~Condition ~~Company will issue to Leonite, 50,000 shares of restricted common stock~~ and ~~the~~Results ~~issuance~~ of ~~stock warrants for a total of 200,000 shares of restricted common shares at $1.00 per share. These warrants expire on July 7, 2026.~~Operations

ToThe ~~date~~Company’s focus starting in 2020, is on the emerging field of ghost kitchens and virtual restaurants. The Company ~~has~~seeks ~~received~~to ~~$250,000~~build ~~from~~its ~~Leonite~~business ~~which~~based on meeting customer demand for unique on-premises dining and premises convenience. The Company’s plan is ~~due~~to ~~July~~create ~~2022~~a portfolio of virtual restaurants appealing to a broad customer base. The Company is actively seeking to acquire locations for ghost kitchens to meet the growth in app-based ordering. The company is also developing a network of third party restaurants to license menus from the company.

~~F-10~~We have entered into license agreements with three celebrities Carmen Electra, Holly Sonders, and Denise Richards. The company is developing menus for virtual restaurants around each celebrity. Menus will be sold via delivery apps such as UberEats and DoorDash. The company expects to generate revenue through direct product sales, license fees payable, ingredient sales to third party restaurants and subscription fees.

~~Item~~Cordia 2.is ~~Management’s~~organizing ~~Discussion~~a ~~and~~network ~~Analysis~~of social media influencers to support each menu. All of ~~Financial~~its ~~Condition~~celebrity and ~~Results~~brand partners are contractually required to regularly post on their social channels. Additionally, the company is working with a variety of ~~Operations~~influencers ranging from micro influencers in specific cities to recognized food accounts with significant followings to promote the company’s menus.

~~The~~Results ~~Company’s focus starting in 2020, is on the emerging field~~ of ~~ghost~~Operations ~~kitchens and virtual restaurants. The Company seeks to build its business based on meeting customer demand~~ for ~~unique~~the ~~on-premises~~Three ~~dining~~Months ~~and~~Ended ~~premises~~September ~~convenience. The~~30, ~~Company’s~~2021 ~~plan~~compared is to ~~create a portfolio of virtual restaurants appealing to a broad customer base. The Company is actively seeking to acquire locations for ghost kitchens to meet~~ the ~~growth~~Three inMonths ~~app-based~~Ended ~~ordering.~~September ~~The~~30, ~~company is also developing a network of third party restaurants to license menus from the company.~~2020

We ~~have~~had ~~entered~~$0 ~~into~~of ~~license~~revenue ~~agreements~~for ~~with~~the three ~~celebrities~~months ~~Carmen~~ended ~~Electra,~~September ~~Holly Sonders~~30, ~~and~~2021 ~~Denise~~compared ~~Richards.~~to ~~The~~$25,470 ~~company~~in isrevenue ~~developing menus~~ for ~~virtual~~the ~~restaurants~~three ~~around~~months ~~each~~ended ~~celebrity.~~September ~~Menus~~30, ~~will be sold via delivery apps such as UberEats and DoorDash~~2020. The ~~company~~decrease ~~expects~~in ~~to generate~~ revenue ~~through~~was ~~direct~~due ~~product~~to ~~sales,~~the ~~license~~decision ~~fees payable, ingredient sales~~ to ~~third~~discontinue ~~party~~operations ~~restaurants~~of ~~and~~our ~~subscription~~physical ~~fees~~restaurant.

~~Cordia~~Cost ~~is organizing a network~~ of ~~social~~product ~~media~~sales ~~influencers~~for tothe ~~support~~three ~~each~~months ~~menu.~~ended ~~All~~September of30, ~~its~~2021 ~~celebrity~~was ~~and~~$0 ~~brand~~compared ~~partners are contractually required~~ to ~~regularly post on their social channels. Additionally~~$1,489 for the ~~company~~three ismonths ~~working~~ended ~~with~~September a30, ~~variety~~2020. ofThe ~~influencers~~decrease ~~ranging from micro influencers~~ in ~~specific~~cost ~~cities~~was todue ~~recognized food accounts with significant followings~~ to ~~promote~~ the ~~company’s~~discontinued ~~menus~~restaurant operations.

~~Results~~Professional offees ~~Operations~~ for the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2021 was $28,240 compared to $0 for the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2020. The increase in professional fees was due to higher legal and accounting expenses.

WeGeneral ~~had~~and $0administrative ofexpenses ~~revenue~~ for the three months ended ~~June~~September 30, 2021 was $8,624 compared to $3731,~~828~~047 ~~in revenue~~ for the three months ended ~~June~~September 30, 2020. The decrease in ~~revenue~~general ~~was~~and ~~due~~administrative toexpenses ~~the~~was ~~decision~~primarily due to ~~discontinue~~suspension ~~operations~~ of ~~our~~on ~~physical~~premise ~~restaurant~~dining.

~~Cost~~Results of ~~product~~Operations ~~sales~~ for the ~~three~~Nine ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2021 ~~was $0~~ compared to ~~$17,630 for~~ the ~~three~~Nine ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2020~~. The decrease in cost was due to the discontinued restaurant operations.~~

~~Professional~~We ~~fees~~had $207 of revenue for the ~~three~~nine months ended ~~June~~September 30, 2021 ~~was $9.040~~ compared to $255,~~115~~893 in revenue for the ~~three~~nine months ended ~~June~~September 30, 2020. The ~~increase~~decrease in ~~professional~~revenue ~~fees~~ was due to ~~higher~~the ~~legal~~decision ~~and~~to ~~accounting~~discontinue ~~expenses~~operations of our physical restaurant.

~~General~~Cost ~~and~~of ~~administrative~~product ~~expenses~~sales for the ~~three~~nine months ended ~~June~~September 30, 2021 was $~~7.957~~0 compared to $19,~~787~~ 119 for the ~~three~~nine months ended ~~June~~September 30, 2020. The decrease in ~~general~~cost ~~and administrative expenses~~ was ~~primarily~~ due to ~~suspension~~the ofdiscontinued onrestaurant ~~premise dining~~operations.

~~Results~~Professional offees ~~Operations~~ for the ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2021 was $37980 compared to $0 for the ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2020. The increase in professional fees was due to higher legal and accounting expenses.

WeGeneral ~~had~~and ~~$207~~administrative ofexpenses ~~revenue~~ for the ~~six~~nine months ended ~~June~~September 30, 2021 was $20,164 compared to $3331,~~030~~362 ~~in revenue~~ for the ~~six~~nine months ended ~~June~~September 30, 2020. The decrease in ~~revenue~~general ~~was~~and ~~due~~administrative toexpenses ~~the~~was ~~decision~~primarily due to ~~discontinue~~suspension ~~operations~~ of ~~our~~on ~~physical~~premise ~~restaurant~~dining.

Cost of product sales for the three months ended June 30, 2021 was $0 compared to $11476 for the six months ended June 30, 2020. The decrease in cost was due to the discontinued restaurant operations.8

~~Professional~~Cash ~~fees for the six months ended June 30, 2021 was $2,865 compared to $9,740 for the six months ended June 30, 2020. The increase in professional fees was due to higher legal and accounting expenses.~~Flows

~~General~~Operating and administrative expenses for the six months ended June 30, 2021 was $11,540 compared to $19,787 for the three months ended June 30, 2020. The decrease in general and administrative expenses was primarily due to suspension of on premise dining.Activities

11Net cash used in operating activities for the nine months ended September 30, 2021 amounted to ($166,879) and net cash used in operating activities for the nine months ended September 30, 2020 amounted to ($32,784). This includes a net loss from continuing operations of approximately $(171,696). This resulted in a working capital of $100,250 at September 30, 2021 and $(12,692) at December 31, 2020.

~~Cash~~Investing ~~Flows~~Activities

~~Operating Activities~~None

~~Net~~Financing cash used in operating activities for the six months ended June 30, 2021 amounted to $36,638 and net cash used in operating activities for the six months ended June 30, 2020 amounted to $1,500. This includes a net loss from continuing operations of approximately $(36,373). This resulted in a working capital deficiency of $(39,573)at June 30, 2021 and $(0) at December 31, 2020.Activities

~~Investing~~Net ~~Activities~~cash provided by financing activities amounted to $272,280 for the nine months ended September 30, 2021 and $32,784 for the nine months ended September 30, 2020.

~~None~~Liquidity and Capital Resources

~~Financing~~The ~~Activities~~Company’s unaudited condensed consolidated 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.

~~Net~~The ~~cash~~Company ~~provided~~has bynot ~~financing~~yet ~~activities~~established ~~amounted~~an ongoing source of revenues sufficient to ~~$39,573~~cover ~~for~~its operating costs and allow it to continue as a going concern. The ability of the ~~six~~Company ~~months~~to ~~ended~~continue ~~June~~as ~~30,~~a ~~2021~~going ~~and~~concern ~~$37,828~~is ~~for~~dependent on the ~~six~~Company ~~months~~obtaining ~~ended~~adequate ~~June~~capital 30to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, ~~2020~~it could be forced to cease operations.

~~Liquidity~~In order to continue as a going concern, the Company will need, among other things, additional capital resources. As of June 30, 2021, the Company had $69,475 of third-party and ~~Capital~~related ~~Resources~~party short-term debt that is due within the next twelve months. Management’s plan is to obtain such resources for the Company by continuing to earn revenue, obtain capital from management and significant shareholders sufficient to meet its operating expenses and seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The Company’s does not have sufficient cash flow for the next twelve months from the issuance of these unaudited condensed consolidated financial statements. ~~are~~The ~~prepared~~ability ~~using~~of ~~generally~~the ~~accepted~~Company ~~accounting~~to ~~principles~~continue inas ~~the~~a ~~United~~going ~~States~~concern ofis ~~America~~dependent ~~applicable~~upon its ability to asuccessfully ~~going~~accomplish ~~concern~~the ~~which~~plans ~~contemplates~~described in the ~~realization~~preceding paragraph and eventually secure other sources of ~~assets~~financing and ~~liquidation~~attain ofprofitable ~~liabilities~~operations. inThe accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the ~~normal~~Company ~~course~~is ofunable ~~business~~to continue as a going concern.

~~The~~ITEM ~~Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern~~3. ~~The~~QUANTITATIVE ~~ability~~AND ofQUALITATIVE ~~the~~DISCLOSURES ~~Company~~ABOUT toMARKET continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.RISK

InA ~~order~~smaller toreporting ~~continue~~company ~~as a going concern, the Company will need, among other things, additional capital resources. As of June 30, 2021, the Company had $69,475 of third-party and related party short-term debt that~~ is ~~due~~not ~~within~~required ~~the next twelve months. Management’s plan is~~ to obtain such resources for the Company by continuing to earn revenue, obtain capital from management and significant shareholders sufficient to meet its operating expenses and seek equity and/or debt financing. However, management cannot provide ~~any assurances that~~ the ~~Company~~information ~~will~~required beby ~~successful~~this ~~in accomplishing any of its plans~~Item.

The Company does not have sufficient cash flow for the next twelve months from the issuance of these unaudited condensed consolidated financial statements. 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. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.9

ITEM 34. ~~QUANTITATIVE~~CONTROLS AND ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~PROCEDURES

ADisclosure ~~smaller~~controls ~~reporting~~and ~~company is not required to provide the information required by this Item.~~procedures

12Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~ITEM~~We 4.do ~~CONTROLS~~not ~~AND~~have ~~PROCEDURES~~adequate controls and procedures but intend to implement as soon as possible

~~Disclosure~~PART ~~controls~~II ~~and~~OTHER ~~procedures~~INFORMATION

~~Disclosure~~ITEM ~~controls~~1 ~~and~~Legal procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.Proceedings

From time to time, we may be subject to litigation and claims arising in the ordinary course of business. We doare not ~~have~~currently ~~adequate~~a ~~controls~~party to any material legal proceedings and ~~procedures~~we ~~but~~are ~~intend~~not toaware ~~implement~~of asany ~~soon~~pending asor ~~possible~~threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

~~PART~~ITEM II1A ~~OTHER~~Risk ~~INFORMATION~~Factors

~~ITEM~~An 1investment ~~Legal~~in ~~Proceedings~~our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in this Quarterly Report on Form 10-Q before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all or part of your investment.

~~From~~Risk ~~time~~Factors toRelated ~~time, we may be subject~~ to ~~litigation and claims arising in~~ the ~~ordinary~~Business ~~course~~ of ~~business.~~the We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.Company

~~ITEM~~Our 1Aindependent ~~Risk~~registered ~~Factors~~public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

AnOur ~~investment~~financial instatements ~~our~~as ~~common~~of ~~stock~~December ~~involves~~31, 2020 have been prepared under the assumption that we will continue as a ~~high~~going ~~degree~~concern offor ~~risk~~the next twelve months. ~~You~~Our ~~should~~independent ~~carefully~~registered ~~consider~~public ~~the~~accounting ~~following~~firm ~~risk~~included ~~factors~~in ~~and~~its opinion for the ~~other~~year ~~information~~ended inDecember ~~this~~31, ~~Quarterly~~2020 ~~Report~~an onexplanatory ~~Form~~paragraph ~~10-Q~~referring ~~before~~to ~~investing~~our recurring losses from operations and expressing substantial doubt in our ~~common~~ability ~~stock~~to continue as a going concern without additional capital becoming available. Our ~~business~~ability ~~and~~to ~~results~~continue ofas ~~operations~~a ~~could~~going beconcern ~~seriously~~is ~~harmed~~dependent byupon ~~any~~our ofability ~~the~~to ~~following~~obtain ~~risks~~additional equity or debt financing, reduce expenditures and to generate significant revenue. ~~The~~Our ~~risks~~financial ~~set~~statements ~~out~~as ~~below~~of ~~are~~December 31, 2020 did not include any adjustments that might result from the ~~only~~outcome ~~risks~~of wethis ~~face~~uncertainty. ~~Additional~~The ~~risks~~reaction ~~and~~of ~~uncertainties~~investors ~~not~~to ~~currently~~the ~~known~~inclusion toof usa orgoing ~~that~~concern westatement ~~currently~~by ~~deem~~our auditors, and our potential inability to becontinue ~~immaterial~~as ~~also~~a ~~may~~going concern, in future years could materially adversely affect our ~~business,~~share ~~financial~~price ~~condition~~ and~~/or~~ ~~operating~~our ~~results.~~ability Ifto ~~any~~raise ofnew ~~the~~capital ~~following~~or ~~events~~enter ~~occur,~~into ~~our~~strategic ~~business~~alliances. Furthermore, ~~financial~~we ~~condition~~also ~~and~~could ~~results~~be ofrequired ~~operations~~to ~~could~~seek befunds ~~materially~~through ~~adversely~~arrangements ~~affected.~~with Incollaborative ~~such~~partners ~~case,~~or ~~the~~otherwise ~~value~~that ~~and~~may ~~trading~~require ~~price~~us ofto ~~our~~relinquish ~~common~~rights ~~stock~~to ~~could~~some ~~decline,~~of ~~and~~our ~~you~~technologies ~~may~~or ~~lose~~product ~~all~~candidates or ~~part~~otherwise ofagree ~~your~~to ~~investment~~terms unfavorable to us.

~~Risk Factors Related to the Business of the Company~~10

~~Our~~If ~~independent~~we ~~registered~~fail ~~public~~to ~~accounting~~obtain ~~firm~~the ~~has~~capital ~~expressed~~necessary ~~substantial~~to ~~doubt~~fund ~~about~~ our ~~ability~~operations, towe ~~continue~~will asbe aunable ~~going~~to ~~concern,~~continue ~~which~~our ~~may~~operations ~~hinder~~and ~~our~~you ~~ability~~will tolikely ~~obtain~~lose ~~future~~your ~~financing~~entire investment.

~~Our~~We ~~financial~~will ~~statements~~need asto ofcontinue ~~December~~to ~~31,~~seek ~~2020~~capital ~~have~~from ~~been~~time ~~prepared~~to ~~under~~time ~~the~~to ~~assumption that we will~~ continue asto aexecute ~~going~~our ~~concern~~business ~~for the next twelve months~~plan. Our ~~independent~~business ~~registered~~or ~~public~~operations ~~accounting~~may ~~firm~~change ~~included~~ in ~~its~~a ~~opinion~~manner ~~for~~that ~~the~~would ~~year~~consume ~~ended~~available ~~December~~funds ~~31,~~more ~~2020~~rapidly anthan ~~explanatory~~anticipated ~~paragraph referring to our recurring losses from operations~~ and ~~expressing~~ substantial ~~doubt in our ability to continue as a going concern without~~ additional ~~capital~~funding ~~becoming~~may ~~available.~~be ~~Our~~required ~~ability~~ to ~~continue~~maintain asoperations, afund ~~going~~expansion, ~~concern~~develop isnew ~~dependent~~or ~~upon~~enhanced ~~our~~products, ~~ability~~acquire tocomplementary ~~obtain~~products, ~~additional~~business ~~equity~~ or ~~debt~~technologies ~~financing,~~or ~~reduce~~otherwise ~~expenditures~~respond ~~and~~ to ~~generate~~competitive ~~significant~~pressures ~~revenue~~and opportunities. ~~Our~~In ~~financial statements as of December 31~~addition, ~~2020~~we ~~did~~may ~~not~~need ~~include~~to ~~any~~accelerate ~~adjustments that might result from~~ the ~~outcome~~growth of ~~this uncertainty. The reaction of investors to the inclusion of a going concern statement by~~ our ~~auditors,~~sales ~~and~~capabilities ~~our~~beyond ~~potential~~what ~~inability~~is tocurrently ~~continue as a going concern~~envisioned, ~~in future years could materially adversely affect our share price~~ and ~~our~~this ~~ability~~would torequire ~~raise~~additional ~~new~~ capital ~~or enter into strategic alliances~~. ~~Furthermore~~However, we ~~also~~may ~~could~~not be ~~required~~able to ~~seek~~secure ~~funds~~funding ~~through~~when ~~arrangements~~we ~~with~~need ~~collaborative~~it ~~partners~~ or ~~otherwise~~on ~~that~~favorable ~~may require us to relinquish rights to some of our technologies or product candidates or otherwise agree to~~ terms ~~unfavorable to us~~.

13If we cannot raise adequate funds to satisfy our capital requirements, we will have to curtail or cease our operations.

IfEven if we ~~fail~~can toraise ~~obtain~~additional ~~the capital necessary to fund our operations~~funding, we ~~will~~may be ~~unable~~required to ~~continue~~do ~~our~~so ~~operations~~on ~~and~~terms ~~you~~that ~~will~~are ~~likely~~dilutive ~~lose~~to ~~your entire investment~~you.

WeThe ~~will~~capital ~~need~~markets tohave ~~continue~~been tounpredictable ~~seek~~in ~~capital~~the ~~from~~recent ~~time~~past. toThe ~~time~~amount toof ~~continue~~capital tothat ~~execute~~a ~~our~~company ~~business~~such ~~plan.~~as ~~Our~~ours ~~business~~is orable ~~operations~~to ~~may~~raise ~~change~~often independs aon ~~manner~~variables that ~~would~~are ~~consume~~beyond ~~available~~our ~~funds~~control. ~~more~~As ~~rapidly~~a ~~than~~result, ~~anticipated~~we ~~and substantial additional funding~~ may not be ~~required~~able to ~~maintain~~secure ~~operations,~~financing ~~fund~~on ~~expansion,~~terms ~~develop~~attractive ~~new~~to ~~or enhanced products~~us, ~~acquire~~or ~~complementary~~at ~~products,~~all. ~~business~~If orwe ~~technologies~~are orable ~~otherwise respond~~ to ~~competitive~~consummate ~~pressures~~a ~~and~~financing ~~opportunities.~~arrangement, Inthe ~~addition,~~amount weraised may ~~need~~not tobe ~~accelerate~~sufficient ~~the~~to ~~growth~~meet of our ~~sales~~future ~~capabilities~~needs. ~~beyond~~If ~~what~~adequate isfunds ~~currently~~are ~~envisioned,~~not ~~and~~available ~~this~~on ~~would~~acceptable ~~require~~terms, ~~additional~~or ~~capital.~~at ~~However~~all, weour ~~may~~business, ~~not~~including beour ~~able~~results toof ~~secure~~operations, ~~funding~~financial ~~when~~condition weand ~~need~~our itcontinued orviability onwill ~~favorable~~be ~~terms~~materially adversely affected.

IfWidespread wehealth ~~cannot~~developments, ~~raise~~including ~~adequate~~the ~~funds~~recent toglobal ~~satisfy~~COVID-19 ~~our~~pandemic, ~~capital~~could ~~requirements,~~materially weand ~~will~~adversely ~~have~~affect toour ~~curtail~~business, orfinancial ~~cease~~condition ~~our~~and results of operations.

~~Even~~Our ifbusiness wehas ~~can~~been, ~~raise~~and ~~additional~~may ~~funding~~continue to be, weimpacted ~~may~~by bethe ~~required~~fear of exposure to door soactual oneffects ~~terms~~of ~~that~~the COVID-19 pandemic in countries where we operate or our customers are ~~dilutive~~located, such as recommendations or mandates from governmental authorities to ~~you~~close businesses, limit travel, avoid large gatherings or to self-quarantine, as well as temporary closures or decreased operations of the facilities of our customers, distributors or suppliers. These impacts include, but are not limited to:

~~The~~·Significant ~~capital~~reductions ~~markets~~in ~~have~~demand ~~been~~or ~~unpredictable~~significant volatility in ~~the~~demand ~~recent~~for ~~past.~~one ~~The~~or ~~amount~~more of ~~capital~~our ~~that~~products, awhich ~~company~~may ~~such~~be ascaused ~~ours~~by, isamong ~~able~~other tothings: ~~raise~~the ~~often~~temporary ~~depends~~inability onof ~~variables~~consumers ~~that~~to ~~are~~purchase ~~beyond~~ our ~~control.~~products Asdue ato ~~result~~illness, wequarantine ~~may~~or ~~not~~other berestrictions, ~~able~~store toor ~~secure~~restaurant ~~financing~~closures, onor ~~terms~~financial ~~attractive~~hardship, toshifts ~~us,~~in demand away from one or atmore ~~all.~~of Ifour wehigher ~~are~~priced ~~able~~products to ~~consummate~~lower apriced ~~financing arrangement~~products, ~~the~~or ~~amount~~stockpiling ~~raised~~or ~~may~~similar ~~not~~activity, bereduced ~~sufficient~~options tofor ~~meet~~marketing ~~our~~and ~~future~~promotion ~~needs.~~of Ifproducts ~~adequate~~or ~~funds~~other ~~are~~restrictions ~~not~~in ~~available~~connection onwith ~~acceptable~~the ~~terms,~~COVID-19 orpandemic; atif ~~all~~prolonged, ~~our~~such ~~business,~~impacts ~~including~~can ~~our~~further ~~results~~increase ofthe ~~operations,~~difficulty ~~financial~~of ~~condition~~operating ~~and~~ our ~~continued~~business, ~~viability~~including ~~will~~accurately beplanning ~~materially~~and ~~adversely affected.~~forecasting;

~~Widespread~~·Inability ~~health~~to ~~developments,~~meet ~~including~~our consumers' and customers' needs and achieve costs targets due to disruptions in our manufacturing and supply arrangements caused by the ~~recent~~loss ~~global~~or ~~COVID-19~~disruption ~~pandemic,~~of ~~could~~essential ~~materially~~manufacturing and ~~adversely~~supply ~~affect~~elements ~~our~~such ~~business~~as raw materials or purchased finished goods, ~~financial~~logistics, ~~condition~~reduction ~~and~~or ~~results~~loss of ~~operations.~~workforce due to the insufficiency or failure of our safety protocols, or other manufacturing and supply capability;

~~Our~~·Failure ~~business has been, and may continue to be, impacted by the fear~~ of ~~exposure~~third toparties oron ~~actual~~which ~~effects of the COVID-19 pandemic in countries where~~ we ~~operate~~rely, orincluding our ~~customers~~suppliers, ~~are~~bottlers, ~~located~~distributors, ~~such~~contract asmanufacturers, ~~recommendations~~contractors, orcommercial ~~mandates~~banks ~~from~~and ~~governmental~~external ~~authorities~~business ~~to close businesses~~partners, ~~limit~~to ~~travel,~~meet ~~avoid~~their ~~large~~obligations ~~gatherings~~to us or to ~~self-quarantine,~~timely asmeet ~~well~~those asobligations, ~~temporary closures~~ or ~~decreased~~significant ~~operations~~disruptions ofin ~~the~~their ~~facilities~~ability ofto ~~our~~do ~~customers~~so, ~~distributors~~which ormay ~~suppliers.~~be ~~These~~caused ~~impacts~~by ~~include,~~their ~~but~~own ~~are~~financial ~~not~~or ~~limited~~operational ~~to:~~difficulties; or

·Significant ~~reductions~~changes in ~~demand~~the orconditions ~~significant~~in ~~volatility~~markets in ~~demand~~which ~~for~~we ~~one~~manufacture, sell or ~~more~~distribute of our products, ~~which~~including ~~may~~quarantines, begovernmental ~~caused~~or byregulatory actions, ~~among~~closures or other ~~things:~~restrictions ~~the~~that ~~temporary~~limit ~~inability~~or ofclose ~~consumers to purchase~~ our ~~products~~operating ~~due~~and tomanufacturing ~~illness~~facilities, ~~quarantine~~restrict orour ~~other~~employees' ~~restrictions,~~ability ~~store~~to orperform ~~restaurant~~necessary ~~closures,~~business ~~or financial hardship~~functions, ~~shifts~~restrict inor ~~demand~~prevent ~~away~~consumers from ~~one~~having oraccess ~~more~~to of our ~~higher priced~~ products ~~to lower priced products~~, or ~~stockpiling~~otherwise orprevent ~~similar~~our ~~activity~~third-party bottlers, ~~reduced~~distributors, ~~options~~partners, ~~for~~suppliers, ~~marketing~~or ~~and~~customers ~~promotion~~from ofsufficiently ~~products~~staffing oroperations, ~~other~~including ~~restrictions~~operations innecessary ~~connection~~for ~~with~~ the ~~COVID-19~~production, ~~pandemic;~~distribution, ~~if prolonged~~sale, ~~such~~and ~~impacts~~support ~~can further increase the difficulty~~ of ~~operating~~ our ~~business, including accurately planning and forecasting;~~products.

·Inability to meet our consumers' and customers' needs and achieve costs targets due to disruptions in our manufacturing and supply arrangements caused by the loss or disruption of essential manufacturing and supply elements such as raw materials or purchased finished goods, logistics, reduction or loss of workforce due to the insufficiency or failure of our safety protocols, or other manufacturing and supply capability; 11

~~·Failure~~All of ~~third~~these ~~parties~~impacts could place limitations on ~~which~~our weability ~~rely,~~to ~~including~~execute on our ~~suppliers,~~business ~~bottlers,~~plan ~~distributors,~~and ~~contract~~materially ~~manufacturers,~~and ~~contractors~~adversely affect our business, ~~commercial~~financial ~~banks~~condition and ~~external~~results ~~business~~of ~~partners,~~operations. We continue to ~~meet~~monitor ~~their~~the ~~obligations~~situation, tohave usactively orimplemented topolicies ~~timely~~and ~~meet~~procedures ~~those~~to ~~obligations~~address the situation, orand ~~significant~~may ~~disruptions~~adjust inour ~~their~~current ~~ability~~policies and procedures as more information and guidance become available to doaddress sothe evolving situation. The impact of COVID-19 may also exacerbate other risks discussed in this Report, any of which ~~may~~could behave ~~caused~~a bymaterial ~~their~~effect ~~own~~on ~~financial~~us. orThis ~~operational~~situation ~~difficulties;~~is or changing rapidly and additional impacts may arise that we are not aware of currently.

~~·Significant~~A ~~changes~~potential decline in the ~~conditions~~consumption inof ~~markets~~the inproducts ~~which~~ we ~~manufacture,~~ sell orcould ~~distribute~~have ~~our~~a ~~products,~~material ~~including~~adverse ~~quarantines,~~effect ~~governmental~~on ~~or regulatory actions, closures or other restrictions that limit or close~~ our ~~operating and manufacturing facilities, restrict our employees' ability to perform necessary~~ business functions, restrict or prevent consumers from having access to our products, or otherwise prevent our third-party bottlers, distributors, partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the production, distribution, sale, and support of our products.

14Our business depends upon consumers’ consumption of of prepared and delivered foods. Consumer preferences and tastes may shift due to, among other reasons, changing taste preferences, demographics or perceived value. Consequently, any material shift in consumer preferences and taste away from delivery of prepared foods will have a negative impact on our business, liquidity, financial condition and/or results of operations. Consumer preferences may shift due to a variety of factors, including changes in demographic or social trends, public health policies, and changes in leisure, dining and beverage consumption patterns.

~~All~~We offace ~~these~~significant ~~impacts~~competition which could ~~place limitations on our ability to execute on our business plan and materially and~~ adversely affect our business~~, financial condition and results of operations~~. We continue to monitor the situation, have actively implemented policies and procedures to address the situation, and may adjust our current policies and procedures as more information and guidance become available to address the evolving situation. The impact of COVID-19 may also exacerbate other risks discussed in this Report, any of which could have a material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently.

AThe ~~potential~~restaurant ~~decline~~industry inis ~~the~~highly ~~consumption~~competitive. ofWe ~~the~~face ~~products~~competition wefrom ~~sell~~numerous ~~could~~local independent restaurants, national chains, and other food delivery brands. Many competitors have agreater ~~material~~financial, ~~adverse~~technical, ~~effect~~marketing onand ~~our~~public ~~business~~relations resources.

Our business depends ~~upon~~on ~~consumers’~~the ~~consumption~~effectiveness of ofour ~~prepared~~advertising and ~~delivered~~marketing ~~foods. Consumer preferences and tastes may shift due to~~programs, ~~among~~including ~~other~~the ~~reasons,~~strength ~~changing taste preferences, demographics or perceived value. Consequently, any material shift in consumer preferences and taste away from delivery~~ of ~~prepared~~our ~~foods~~social ~~will~~media ~~have a negative impact on our business~~presence, ~~liquidity, financial condition and/or results of operations. Consumer preferences may shift due~~ to aattract ~~variety of factors, including changes in demographic or social trends, public health policies,~~ and ~~changes~~retain inmembers ~~leisure, dining~~ and ~~beverage consumption patterns~~subscribers.

Our business success depends on our ability to attract and retain consumers which depends significantly on the effectiveness of our advertising and marketing practices. In addition, from time-to-time, we use brand ambassadors, spokespersons and social media influencers in our advertising and marketing programs to communicate with consumers. Actions taken by these individuals that harm their personal reputation or image, or include the cessation of using our products, could have an adverse impact on the advertising and marketing campaigns in which they are featured. We ~~face~~and ~~significant~~our ~~competition~~brand ambassadors, spokespersons and social media influencers also use social media channels as a means of communicating with consumers. Unauthorized or inappropriate use of these channels could result in harmful publicity or negative consumer experiences, which could ~~adversely~~have ~~affect~~an adverse impact on the effectiveness of our marketing in these channels. In addition, substantial negative commentary by others on social media platforms could have an adverse impact on our reputation and ability to attract and retain members and subscribers. If our advertising and marketing campaigns do not generate a sufficient number of consumers, our business, financial condition and results of operations could be adversely affected.

~~The restaurant industry is highly competitive.~~ We ~~face~~may ~~competition~~engage ~~from~~in ~~numerous~~strategic ~~local~~transactions ~~independent~~that ~~restaurants,~~fail ~~national~~to ~~chains,~~enhance ~~and~~shareholder ~~other food delivery brands~~value. ~~Many competitors have greater financial, technical, marketing and public relations resources.~~

~~Our~~From ~~business~~time ~~depends~~to ontime, we may consider possible strategic transactions, including the ~~effectiveness~~potential acquisitions or licensing of ~~our~~products ~~advertising~~or technologies or acquisition of companies, and ~~marketing~~other ~~programs~~alternatives with the goal of maximizing shareholder value. We may never complete a strategic transaction, ~~including~~and in the ~~strength~~event that we do complete a strategic transaction, implementation of such transactions may impair shareholder value or otherwise adversely affect our ~~social~~business. ~~media~~There ~~presence~~can be no assurance that our acquisitions will perform as expected in the future. For example, we may be unable to ~~attract~~successfully integrate the operations of and/or ~~retain~~the ~~members~~acquired assets of the businesses we acquire into our operations and ~~subscribers~~we may not realize the anticipated efficiencies and synergies of such acquisitions. In addition, acquisitions require significant managerial attention, which may be diverted from our other operations. If the businesses or products we acquire do not achieve their intended results, our business, financial condition, and results of operations could be materially and adversely affected.

Our business success depends on our ability to attract and retain consumers which depends significantly on the effectiveness of our advertising and marketing practices. In addition, from time-to-time, we use brand ambassadors, spokespersons and social media influencers in our advertising and marketing programs to communicate with consumers. Actions taken by these individuals that harm their personal reputation or image, or include the cessation of using our products, could have an adverse impact on the advertising and marketing campaigns in which they are featured. We and our brand ambassadors, spokespersons and social media influencers also use social media channels as a means of communicating with consumers. Unauthorized or inappropriate use of these channels could result in harmful publicity or negative consumer experiences, which could have an adverse impact on the effectiveness of our marketing in these channels. In addition, substantial negative commentary by others on social media platforms could have an adverse impact on our reputation and ability to attract and retain members and subscribers. If our advertising and marketing campaigns do not generate a sufficient number of consumers, our business, financial condition and results of operations could be adversely affected.12

We may ~~engage~~not be successful in ~~strategic~~hiring ~~transactions~~and ~~that~~retaining ~~fail~~key toemployees, ~~enhance~~including ~~shareholder~~executive ~~value~~officers.

~~From~~Our ~~time~~future tooperations ~~time,~~and wesuccesses ~~may~~depend ~~consider~~in ~~possible~~large ~~strategic~~part ~~transactions,~~upon ~~including~~ the ~~potential~~strength ~~acquisitions~~of orour ~~licensing~~management ofteam. ~~products~~We orrely ~~technologies~~heavily oron ~~acquisition~~the continued service of ~~companies~~Peter Klamka, ~~and~~our ~~other~~Chief ~~alternatives~~Executive ~~with~~Officer, ~~the~~Chief ~~goal~~Financial Officer, President and sole member of ~~maximizing~~our ~~shareholder~~board ~~value~~of directors. WeAccordingly, ~~may~~if ~~never~~Mr. ~~complete~~Klamka aterminates ~~strategic~~his ~~transaction~~employment with us, ~~and~~such ina ~~the~~departure ~~event~~may ~~that~~have wea domaterial ~~complete~~adverse aeffect ~~strategic~~on ~~transaction~~our business, ~~implementation~~and ofour ~~such~~future ~~transactions~~success ~~may~~depends ~~impair~~on ~~shareholder~~our ~~value~~ability to identify, attract, hire or ~~otherwise~~engage, ~~adversely~~retain ~~affect~~and ~~our~~motivate ~~business~~other well-qualified personnel. There can be no assurance that ~~our~~these ~~acquisitions~~professionals will ~~perform~~be asavailable ~~expected~~ in the ~~future.~~market, ~~For~~or ~~example,~~that we ~~may~~will be ~~unable~~able to ~~successfully~~retain ~~integrate~~existing ~~the~~professionals ~~operations of and/~~or ~~the~~to ~~acquired~~meet ~~assets~~or ofto ~~the~~continue ~~businesses~~to wemeet ~~acquire~~their ~~into~~compensation ~~our~~requirements. ~~operations~~Furthermore, ~~and we may not realize~~ the ~~anticipated~~cost ~~efficiencies~~base ~~and~~in ~~synergies~~relation ofto such ~~acquisitions. In addition~~compensation, ~~acquisitions~~which ~~require~~may ~~significant~~include ~~managerial~~equity ~~attention~~compensation, ~~which~~ may beincrease ~~diverted~~significantly, ~~from~~which ~~our~~could ~~other~~have ~~operations.~~a Ifmaterial ~~the~~adverse ~~businesses~~effect oron ~~products~~us. weFailure ~~acquire~~to doestablish ~~not~~and ~~achieve~~maintain ~~their~~an ~~intended~~effective ~~results,~~management ~~our~~team ~~business,~~and ~~financial~~work ~~condition,~~force ~~and~~could ~~results~~adversely ofaffect ~~operations~~our ~~could~~ability beto ~~materially~~operate, grow and ~~adversely~~manage ~~affected~~our business.

15We are subject to cybersecurity risks.

WeCybersecurity ~~may~~risks and attacks continue to increase. Cybersecurity attacks are evolving and not bealways ~~successful~~predictable. inAttacks ~~hiring~~include malicious software, threats to information technology infrastructure, denial-of-service attacks on websites, attempts to gain unauthorized access to data, and ~~retaining~~other ~~key~~breaches. ~~employees~~Data breaches can originate with authorized or unauthorized persons. Authorized persons could inadvertently or intentionally release confidential or proprietary information, ~~including~~and ~~executive~~recipients ~~officers~~could misuse data. Such events could lead to interruption of our operations or business, unauthorized release or use of information, compromise of data, damage to our reputation, damage to our customers or vendors, and increased costs to prevent, respond to or mitigate any events.

~~Our~~Risks ~~future~~Related ~~operations~~To ~~and~~Our ~~successes~~Common depend in large part upon the strength of our management team. We rely heavily on the continued service of Peter Klamka, our Chief Executive Officer, Chief Financial Officer, President and sole member of our board of directors. Accordingly, if Mr. Klamka terminates his employment with us, such a departure may have a material adverse effect on our business, and our future success depends on our ability to identify, attract, hire or engage, retain and motivate other well-qualified personnel. There can be no assurance that these professionals will be available in the market, or that we will be able to retain existing professionals or to meet or to continue to meet their compensation requirements. Furthermore, the cost base in relation to such compensation, which may include equity compensation, may increase significantly, which could have a material adverse effect on us. Failure to establish and maintain an effective management team and work force could adversely affect our ability to operate, grow and manage our business.stock

WeThe ~~are~~market ~~subject~~price toof ~~cybersecurity~~our ~~risks~~common stock may be volatile and may be affected by market conditions beyond our control.

~~Cybersecurity~~The ~~risks~~market ~~and~~price ~~attacks continue to increase. Cybersecurity attacks are evolving and not always predictable. Attacks include malicious software, threats to information technology infrastructure, denial-~~of~~-service~~ attacks on websites, attempts to gain unauthorized access to data, and other breaches. Data breaches can originate with authorized or unauthorized persons. Authorized persons could inadvertently or intentionally release confidential or proprietary information, and recipients could misuse data. Such events could lead to interruption of our ~~operations~~common orstock ~~business,~~is ~~unauthorized~~subject ~~release or use of information, compromise of data, damage~~ to ~~our~~significant ~~reputation,~~fluctuations ~~damage~~in toresponse ~~our customers or vendors, and increased costs~~ to ~~prevent~~, ~~respond~~among toother ~~or mitigate any events.~~factors:

~~Risks~~·variations ~~Related~~in Toour ~~Our~~operating ~~Common~~results ~~stock~~and market conditions specific to companies in our industry;

~~The~~·changes ~~market~~in ~~price~~financial ofestimates ~~our~~or ~~common~~recommendations ~~stock may be volatile and may be affected~~ by ~~market~~securities ~~conditions beyond our control.~~analysts;

~~The~~·announcements ~~market price~~ of ~~our~~innovations ~~common~~or ~~stock~~new isproducts ~~subject~~or toservices ~~significant~~by ~~fluctuations~~us inor ~~response~~our ~~to, among other factors:~~competitors;

·~~variations~~the inemergence ~~our~~of ~~operating~~new ~~results and market conditions specific to companies in our industry~~competitors;

·~~changes~~operating inand ~~financial~~market ~~estimates~~price orperformance ~~recommendations~~of byother ~~securities~~companies ~~analysts~~that investors deem comparable;

·~~announcements~~changes ofin ~~innovations~~our orboard ~~new products~~ or ~~services by us or our competitors~~management;

·~~the~~sales ~~emergence~~or purchases of ~~new~~our ~~competitors~~common stock by insiders;

·~~operating~~commencement ~~and market price performance~~ of, ~~other~~or ~~companies~~involvement ~~that~~in, ~~investors deem comparable~~litigation;

·changes in ~~our~~governmental ~~board or management~~regulations; and

·~~sales~~general oreconomic ~~purchases~~conditions ofand ~~our~~slow ~~common~~or ~~stock~~negative bygrowth ~~insiders;~~of related markets.

~~·commencement~~In ofaddition, if the market for stocks in our industry or ~~involvement~~the stock market in general, ~~litigation;~~ experiences a loss of investor confidence, the market price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause the price of our common stock to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to the board of directors and management.

~~·changes in governmental regulations; and~~ 13

~~·general~~Future ~~economic~~sales ~~conditions~~ and ~~slow~~issuances orof ~~negative~~our ~~growth~~securities could result in additional dilution of ~~related~~the ~~markets~~percentage ownership of our stockholders and could cause our share price to fall.

InWe ~~addition,~~expect ifthat ~~the~~significant ~~market~~additional ~~for~~capital ~~stocks~~will inbe ~~our~~needed ~~industry~~in or the ~~stock~~future ~~market~~to incontinue ~~general~~our planned operations, ~~experiences~~including acontinuing ~~loss~~activities ofas ~~investor~~an ~~confidence,~~operating public company. To the ~~market~~extent ~~price~~we ofraise additional capital by issuing equity securities, our ~~common~~stockholders ~~stock~~may ~~could~~experience ~~decline~~substantial ~~for~~dilution. ~~reasons~~We ~~unrelated~~may tosell ~~our~~common ~~business~~stock, ~~financial~~convertible ~~condition~~securities or ~~results~~other ofequity ~~operations.~~securities Ifin ~~any~~one ofor ~~the~~more ~~foregoing~~transactions ~~occurs,~~at itprices ~~could~~and ~~cause~~in ~~the~~a ~~price~~manner ofwe ~~our~~determine ~~common~~from ~~stock~~time to ~~fall~~time. ~~and~~If ~~may~~we ~~expose~~sell uscommon tostock, ~~lawsuits~~convertible ~~that,~~securities ~~even~~or ifother ~~unsuccessful~~equity securities in more than one transaction, ~~could~~investors may be ~~costly~~materially diluted by subsequent sales. Such sales may also result in material dilution to ~~defend~~our existing stockholders, and anew ~~distraction~~investors tocould ~~the~~gain ~~board~~rights ofsuperior ~~directors~~to ~~and~~our ~~management~~existing stockholders.

16Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.

~~Future~~As ~~sales~~a publicly traded company we incur significant legal, accounting and ~~issuances~~other expenses. The obligations of ~~our~~being ~~securities~~a ~~could~~public ~~result~~company in ~~additional~~the ~~dilution~~United States require significant expenditures and places significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Securities Exchange Act of 1934 (“Exchange Act”) and the ~~percentage~~rules ~~ownership~~and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act. These rules require the establishment and maintenance of ~~our~~effective ~~stockholders~~disclosure and ~~could~~financial ~~cause~~controls ~~our~~and ~~share~~procedures, ~~price~~internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. In addition, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.

WeOur ~~expect~~common ~~that~~stock ~~significant~~is ~~additional~~subject ~~capital~~to ~~will be needed in~~ the ~~future~~“penny tostock” ~~continue~~rules ~~our~~of ~~planned~~the ~~operations,~~SEC ~~including~~and ~~continuing~~the ~~activities~~trading asmarket anin ~~operating public company. To~~ the ~~extent we raise additional capital by issuing equity~~ securities, ~~our~~is ~~stockholders may experience substantial dilution. We may sell common stock~~limited, ~~convertible~~which ~~securities~~makes ~~or other equity securities in one or more~~ transactions ~~at prices and~~ in athe ~~manner we determine from time to time. If we sell common~~ stock, ~~convertible~~cumbersome ~~securities~~and ~~or other equity securities in more than one transaction, investors~~ may bereduce ~~materially~~the ~~diluted~~value byof ~~subsequent~~an ~~sales.~~investment ~~Such sales may also result~~ in ~~material~~the ~~dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders~~stock.

~~Financial~~Rule ~~reporting~~15g-9 ~~obligations~~under ofthe ~~being~~Exchange Act establishes the definition of a ~~public~~“penny ~~company~~stock,” infor the ~~United~~purposes ~~States~~relevant ~~are~~to ~~expensive~~us, ~~and~~as ~~time-consuming~~any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and ~~our~~(b) ~~management~~the ~~will~~broker beor ~~required~~dealer receive from the investor a written agreement to ~~devote~~the ~~substantial~~transaction, ~~time~~setting forth the identity and quantity of the penny stock to ~~compliance~~be ~~matters~~purchased.

AsIn aorder ~~publicly~~to ~~traded~~approve ~~company~~a weperson’s ~~incur~~account ~~significant~~for ~~legal,~~transactions ~~accounting and other expenses. The obligations of being a public company~~ in ~~the~~penny ~~United States require significant expenditures and places significant demands on our management and other personnel~~stocks, ~~including costs resulting from public company reporting obligations under~~ the ~~Securities~~broker ~~Exchange~~or ~~Act~~dealer ofmust: ~~1934~~ (~~“Exchange Act”~~a) ~~and~~obtain ~~the~~financial ~~rules~~information and ~~regulations~~investment ~~regarding~~experience ~~corporate~~objectives ~~governance~~of ~~practices, including those under~~ the ~~Sarbanes-Oxley~~person ~~Act, the Dodd-Frank Wall Street Reform~~ and ~~Consumer~~(b) ~~Protection~~make ~~Act.~~a ~~These~~reasonable ~~rules~~determination ~~require~~that the ~~establishment~~transactions ~~and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes~~ in ~~corporate~~penny ~~governance~~stocks ~~practices, among many other complex rules that~~ are ~~often~~suitable ~~difficult to implement, monitor and maintain compliance with. In addition, we expect these rules and regulations to make it more difficult and more expensive~~ for usthat toperson ~~obtain director~~ and ~~officer~~the ~~liability~~person ~~insurance.~~has ~~Our~~sufficient ~~management~~knowledge and ~~other~~experience ~~personnel~~in ~~will~~financial ~~need~~matters to ~~devote~~be acapable ~~substantial amount~~ of ~~time~~evaluating tothe ~~ensure~~risks ~~that we comply with all~~ of ~~these~~transactions ~~requirements~~in ~~and~~penny ~~to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems~~stocks.

~~Our~~The ~~common~~broker ~~stock~~or isdealer ~~subject~~must also deliver, prior to ~~the~~any “transaction in a penny stock”, ~~rules~~a ofdisclosure schedule prescribed by the SEC ~~and~~relating to the ~~trading~~penny stock market, which, in highlight form: (a) sets forth the ~~securities~~basis ison ~~limited~~which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, ~~which~~written ~~makes~~agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” ~~cumbersome~~rules. ~~and~~This may ~~reduce~~make ~~the~~it ~~value~~more difficult for investors to dispose of anour ~~investment~~common stock and cause a decline in the market value of our common stock.

~~Rule~~Disclosure ~~15g-9~~also ~~under~~has ~~the~~to ~~Exchange~~be ~~Act~~made ~~establishes~~about the ~~definition~~risks of ainvesting “in penny ~~stock,”~~stocks ~~for~~in ~~the~~both ~~purposes~~public ~~relevant~~offerings toand ~~us,~~in assecondary ~~any~~trading ~~equity~~and ~~security~~about ~~that~~the ~~has~~commissions apayable ~~market~~to ~~price~~both ofthe ~~less~~broker ~~than~~or ~~$5.00~~dealer ~~per~~and ~~share~~the orregistered ~~with~~representative, ancurrent ~~exercise~~quotations ~~price~~for ofthe ~~less~~securities ~~than~~and ~~$5.00~~the ~~per~~rights ~~share,~~and ~~subject~~remedies available to ~~certain~~an ~~exceptions.~~investor ~~For~~in ~~any~~cases ~~transaction~~of ~~involving~~fraud ain penny stock, ~~unless~~transactions. ~~exempt~~Finally, ~~the~~monthly ~~rules~~statements ~~require:~~have ~~(a)~~to ~~that~~be asent ~~broker~~disclosing orrecent ~~dealer~~price ~~approve~~information ~~a person’s account~~ for ~~transactions~~the in penny ~~stocks;~~stock ~~and~~held ~~(b)~~in the ~~broker~~account orand ~~dealer~~information ~~receive~~on ~~from~~ the ~~investor~~limited amarket ~~written~~in ~~agreement to the transaction, setting forth the identity and quantity of the~~ penny ~~stock to be purchased~~stocks.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.14

~~The~~We ~~broker~~have orno ~~dealer~~independent ~~must also deliver~~directors, ~~prior~~no toboard any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transactioncommittees. ~~Generally,~~This ~~brokers~~ may behinder ~~less~~our ~~willing~~board toof ~~execute~~directors’ ~~transactions~~effectiveness in ~~securities~~fulfilling ~~subject to~~ the ~~“penny~~typical ~~stock”~~functions ~~rules. This may make it more difficult for investors to dispose~~ of ~~our~~a ~~common~~board ~~stock~~ and ~~cause a decline in the market value~~ of ~~our~~committees ~~common stock~~thereof.

~~Disclosure~~Currently, ~~also~~we ~~has~~have tono beindependent ~~made~~directors, ~~about~~nor ~~the~~do ~~risks~~we ofhave ~~investing~~an inaudit ~~penny~~committee, ~~stocks~~compensation incommittee ~~both~~or ~~public~~nominating ~~offerings~~and corporate governance committee at this time. An independent board and inaudit ~~secondary~~committees, ~~trading~~compensation committees and ~~about~~nominating ~~the~~and ~~commissions~~corporate ~~payable~~governance tocommittees ~~both~~with independent directors play a crucial role in the ~~broker~~corporate orgovernance ~~dealer~~process, assessing a company’s processes relating to its risks and ~~the~~control ~~registered~~environment, ~~representative~~overseeing financial reporting, ~~current~~preventing ~~quotations~~self-dealing ~~for~~by ~~the~~company ~~securities~~executives and ~~the~~evaluating ~~rights~~internal and ~~remedies~~independent ~~available~~audit toprocesses. The lack of an ~~investor~~independent inboard ~~cases~~or committees prevents the board of ~~fraud~~directors from being independent from management in ~~penny~~its ~~stock~~judgments ~~transactions.~~and ~~Finally,~~decisions ~~monthly~~and ~~statements~~its ~~have~~ability to bepursue ~~sent~~the ~~disclosing~~board’s ~~recent~~responsibilities ~~price~~without ~~information~~undue ~~for~~influence. ~~the~~We ~~penny~~may ~~stock~~have ~~held~~difficulty inattracting and retaining directors with the ~~account~~requisite qualifications. If we are unable to attract and ~~information~~retain onqualified, independent directors, the ~~limited~~management ~~market~~of inour ~~penny~~business ~~stocks~~could be compromised. In addition, our sole director is not a “financial expert”.

17We do not intend to pay cash dividends on our shares of common stock so any returns will be limited to the value of our shares.

We ~~have~~currently noanticipate ~~independent~~that ~~directors,~~we nowill ~~board~~retain ~~committees.~~future ~~This~~earnings ~~may~~for ~~hinder~~the ~~our~~development, ~~board~~operation and expansion of ~~directors’~~our ~~effectiveness~~business inand ~~fulfilling~~do not anticipate declaring or paying any cash dividends for the ~~typical~~foreseeable ~~functions~~future. ofAny areturn ~~board~~to ~~and~~stockholders will therefore be limited to the increase, if any, of ~~committees~~our ~~thereof~~share price.

~~Currently,~~Our weArticles ~~have~~of ~~no independent directors~~Incorporation, ~~nor~~as doamended we(“Articles ~~have~~of ~~an audit committee~~Incorporation”), ~~compensation~~our ~~committee~~Restated orBylaws, ~~nominating~~ and ~~corporate~~Nevada ~~governance~~law ~~committee~~may athave ~~this~~anti-takeover ~~time.~~effects Anthat ~~independent~~could ~~board and audit committees~~discourage, ~~compensation~~delay ~~committees~~or ~~and~~prevent ~~nominating and corporate governance committees with independent directors play~~ a ~~crucial~~change ~~role~~ in ~~the corporate governance process, assessing a company’s processes relating to its risks and~~ control ~~environment~~, ~~overseeing~~which financial reporting, preventing self-dealing by company executives and evaluating internal and independent audit processes. The lack of an independent board or committees prevents the board of directors from being independent from management in its judgments and decisions and its ability to pursue the board’s responsibilities without undue influence. We may ~~have~~cause ~~difficulty~~our ~~attracting~~stock ~~and~~price ~~retaining directors with the requisite qualifications. If we are unable~~ to ~~attract and retain qualified, independent directors, the management of our business could be compromised~~decline. ~~In addition, our sole director is not a “financial expert”.~~

WeOur doArticles ~~not~~of ~~intend~~Incorporation, toBylaws, ~~pay~~and ~~cash~~Nevada ~~dividends~~law oncould ~~our~~make ~~shares~~it ofmore ~~common~~difficult ~~stock~~for soa ~~any~~third ~~returns~~party ~~will~~to acquire us, even if closing such a transaction would be ~~limited~~beneficial to ~~the~~our ~~value~~stockholders. ofWe ~~our~~are authorized to issue up to 100,000,000 shares of common stock.

WeProvisions ~~currently~~of ~~anticipate~~our ~~that~~Articles weof ~~will~~Incorporation, ~~retain~~our ~~future~~Bylaws ~~earnings~~and ~~for~~Nevada ~~the~~law ~~development,~~also ~~operation~~could ~~and~~have ~~expansion~~the effect of ~~our~~discouraging ~~business~~potential ~~and~~acquisition doproposals ~~not~~or ~~anticipate~~making ~~declaring~~a tender offer or ~~paying~~delaying ~~any~~or ~~cash~~preventing ~~dividends~~a ~~for~~change ~~the~~in ~~foreseeable~~control, ~~future~~including changes a stockholder might consider favorable. ~~Any~~Such ~~return~~provisions tomay ~~stockholders~~also ~~will~~prevent ~~therefore~~or befrustrate ~~limited~~attempts by our stockholder s to ~~the~~replace ~~increase,~~or ifremove ~~any~~our management. In particular, the Articles of Incorporation, our ~~share~~Bylaws ~~price.~~and Nevada law, as applicable, among other things:

~~Our~~·provide ~~Articles~~the board of ~~Incorporation,~~directors aswith ~~amended~~the ~~(“Articles~~ability ofto ~~Incorporation”),~~alter ~~our~~the ~~Restated~~ Bylaws, ~~and~~without ~~Nevada~~stockholder ~~law~~approval; ~~may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.~~and

~~Our~~·provide ~~Articles~~that ofvacancies ~~Incorporation,~~on ~~Bylaws,~~the ~~and~~board ~~Nevada~~of ~~law~~directors ~~could~~may ~~make~~be itfilled ~~more~~by ~~difficult for~~ a ~~third~~majority ~~party~~of todirectors ~~acquire~~in usoffice, ~~even~~although ifless ~~closing~~than ~~such~~ a ~~transaction would be beneficial to our stockholders~~quorum. ~~We are authorized to issue up to 100,000,000 shares of common stock.~~

~~Provisions~~We ~~of our Articles of Incorporation, our Bylaws and Nevada law also could~~ have ~~the~~identified ~~effect of discouraging potential acquisition proposals or making~~ a ~~tender~~material ~~offer~~weakness ~~or delaying or preventing a change~~ in ~~control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by~~ our ~~stockholder~~internal scontrol toover ~~replace~~financial orreporting ~~remove~~that ~~our management. In particular~~could, ~~the~~if ~~Articles~~not ~~of Incorporation~~remediated, ~~our~~result ~~Bylaws~~in ~~and~~material ~~Nevada~~misstatements ~~law,~~in asour ~~applicable,~~financial ~~among other things:~~statements.

~~·provide~~In connection with the ~~board~~audit of ~~directors~~our ~~with~~consolidated financial statements as of and for the ~~ability~~year ended December 31, 2020, we have concluded that there is a material weakness relating to ~~alter~~our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the ~~Bylaws~~company’s ~~without~~annual ~~stockholder~~or ~~approval;~~interim ~~and~~ financial statements will not be prevented or detected on a timely basis.

~~·provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.~~ 15

WeSpecifically, ~~have~~we identified a material weakness inrelating ~~our~~to ~~internal~~the ~~control~~lack ~~over~~of ~~financial~~segregation ~~reporting~~of ~~that~~duties. ~~could~~Although we need to take measures to fully mitigate such material weakness, ifthe measures we expect to take, to improve our internal controls may not ~~remediated~~be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that the identified material weakness will not result in a material ~~misstatements~~misstatement inof our annual or interim consolidated financial statements. If we are unable to correct material weaknesses or deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC, will be adversely affected. This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and materially and adversely impact our business and financial condition.

InITEM ~~connection~~2 ~~with~~Unregistered ~~the~~Sales ~~audit~~ of ~~our~~Equity ~~consolidated~~Securities ~~financial statements as of~~ and ~~for~~Use ~~the year ended December 31, 2020, we have concluded that there is a material weakness relating to our internal control over financial reporting. A material weakness is a deficiency, or a combination~~ of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.Proceeds

18None

~~Specifically,~~ITEM we3 ~~identified~~Defaults aUpon ~~material~~Senior weakness relating to the lack of segregation of duties. Although we need to take measures to fully mitigate such material weakness, the measures we expect to take, to improve our internal controls may not be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that the identified material weakness will not result in a material misstatement of our annual or interim consolidated financial statements. If we are unable to correct material weaknesses or deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC, will be adversely affected. This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and materially and adversely impact our business and financial condition.Securities

~~ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds~~None.

~~None~~ITEM 4 Mine Safety Disclosures

~~ITEM~~Not ~~3 Defaults Upon Senior Securities~~applicable.

~~None.~~ITEM 5 Other Information

~~ITEM 4 Mine Safety Disclosures~~None.

~~Not applicable.~~16

ITEM 56 ~~Other Information~~Exhibits

~~None.~~(a)Exhibits

Exhibit No.		Description of Exhibits

31.1		Certification by Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Schema Document

101.CAL		XBRL Calculation Linkbase Document

101.DEF		XBRL Definition Linkbase Document

101.LAB		XBRL Labels Linkbase Document

101.PRE		XBRL Presentation Linkbase Document

~~ITEM 6 Exhibits~~17

~~(a)Exhibits~~ SIGNATURES

Exhibit No.		Description of Exhibits
31.1		Certification by Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Labels Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

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.

	Cordia Corporation

Dated: December 13, 2021	By:	/s/ Peter Klamka
		Peter Klamka
	Its:	Chief Executive Officer and Chief Financial Officer

~~SIGNATURES~~18

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.

	Cordia Corporation
Dated: June 28, 2021	By:	/s/ Peter Klamka
		Peter Klamka
	Its:	Chief Executive Officer and Chief Financial Officer

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