UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~ 31June 30, 2022

☐ 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 33024-~~23473~~11655

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 ~~exchangeon~~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 ☒ (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 ☒ No ☐

~~Yes ⌧ No ◻~~4

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 ⌧☒ No ◻☐

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

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant ~~has~~is ~~elected~~a ~~not~~shell tocompany ~~use~~(as ~~the~~defined ~~extended~~in ~~transition~~Rule ~~period~~12b-2 ~~for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)~~ of the ~~Exchange~~ Act.) ◻Yes ☐ No ☒

~~Indicate~~As byof ~~check~~June ~~mark~~30, ~~whether~~2022, the ~~registrant~~number isof ashares ~~shell~~outstanding ~~company~~of ~~(as~~the ~~defined~~registrant’s inclass ~~Rule~~of ~~12b-2~~common ofstock ~~the~~was ~~Act.)~~13,611,574 ~~Yes~~par ~~☐ No~~value ⌧of $0.001 per share.

As of July 7, 2022, 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.

185

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	164
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	175
ITEM 4	Controls and Procedures	175
PART II - OTHER INFORMATION
ITEM 1	Legal Proceedings	186
ITEM 1A	Risk Factors	186
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	2311
ITEM 3	Defaults Upon Senior Securities	2311
ITEM 4	Mine Safety Disclosures	2311
ITEM 5	Other Information	2311
ITEM 6	Exhibits	2412
Signatures		2512

196

PART I - FINANCIAL INFORMATION

FINANCIAL STATEMENTS	Page(s)
Consolidated Balance Sheets as of March 31, 2022, and December 31, 2021	F-2
Consolidated Balance Sheets as of June 30, 2022, and December 31, 2021	F-2
Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021	F-3
Consolidated Statements of Operations for the six months ended June 30, 2022 and 2021	F-3
Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 and 2021	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2022 and 2021	F-4
Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021	F-5
Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	F-5
Notes to Consolidated Financial Statements	F-6 to F-1011

F-1

CORDIA CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	March 31,	December 31,
	2022	2021
ASSETS
CURRENT
Cash	$13,224	$24,637
Prepaid expenses	-	-
TOTAL ASSETS	$13,224	$24,637
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Accounts payable and accrued liabilities	$150,139	$141,339
Note payables - other	286,969	249,753
Stock payable	21,500	21,500
	458,608	412,592
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 105,000,000 shares authorized - issued and outstanding - 13,611,574, December 31, 2021 - 13,611,574	13,612	13,612
Preferred shares, $0.001 par value, 2,000 shares authorized - issued and outstanding - 2,000	2	-
Additional paid in capital	8,450,722	8,450,384
Deficit	(8,909,720)	(8,851,951)
Total Stockholders Deficit	(445,384)	(387,955)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$13,224	$24,637

CORDIA CORPORATION

CONSOLIDATED INTERIM BALANCE SHEETS

(UNAUDITED)

	June 30,			December 31,
	2022			2021
ASSETS
CURRENT
Cash	$	27		$	24,637

TOTAL ASSETS	$	27		$	24,637

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES

Accounts payable and accrued liabilities	$	222,969		$	141,339
Note payables - other		325,084			249,753
Stock payable		21,500			21,500

Liabilities		569,553			412,592

STOCKHOLDERS’ DEFICIT

Common stock, $0.001 par value, 105,000,000 shares authorized - issued and outstanding - 13,611,574, December 31, 2021 - 13,611,574		13,612			13,612
Preferred shares, $0.001 par value, 2,000 shares authorized - issued and outstanding - 2,000		2			-
Additional paid in capital		8,450,722			8,450,384
Deficit		(9,033,862	)		(8,851,951	)

Total Stockholders Deficit		(569,526	)		(387,955	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	27		$	24,637

F-2

CORDIA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	For the three months ended	For the three months ended
	March 31,	March 31,
	2022	2021
SALES	$-	$207
COST OF SALES	-	-
GROSS PROFIT	-	207
OPERATING EXPENSES
Professional fees	-	700
Consulting fees	10,741	-
General and administrative	2,012	3,583
Total Operating Expenses	12,753	4,283
Operating Income(Loss)	(12,753)	(4,076)
Interest expense	(28,682)	(300)
Interest expense - warrants	(16,334)	-
Net Income (Loss)	$(57,769)	$(4,376)
Weighted average number of common shares outstanding	13,611,574	13,611,574
Net Income(Loss) per common share - Basic and fully diluted	$(0.00)	$(0.00)

CORDIA CORPORATION

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the six months ended			For the six months ended
	June 30,			June 30,
	2022			2021
SALES	$	-		$	207

COST OF SALES		-			-

GROSS PROFIT		-			207

OPERATING EXPENSES
Professional fees		17,300			9,740
Consulting fees		6,253			-
Licence fees		62,500			15,000
General and administrative		4,927			11,540

Total Operating Expenses		90,980			36,280

Operating Income(Loss)		(90,980	)		(36,073	)

Interest expense		(58,081	)		(600	)
Interest expense - warrants		(32,850	)		-

Net Income (Loss)	$	(181,911	)	$	(36,673	)

Weighted average number of common shares outstanding		13,611,574			13,611,574

Net Income(Loss) per common share
- Basic and fully diluted	$	(0.01	)	$	(0.00	)

F-3

CORDIA CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
FROM JANUARY 1, 2022 TO MARCH 31, 2022
(UNAUDITED)
	Common Stock		Preferred Shares		Paid In	Accumulated
	# of Shares	Amount	# of Shares	Amount	Capital	Deficit	TOTALS
Balance - December 31, 2021	13,611,574	$13,612	-	$-	$8,450,384	$(8,851,951)	$(387,955)
Issuance of preferred shares	-	-	2,000	2	338	-	340
Net income (loss)	-	-	-	-	-	(57,769)	(57,769)
Balance - March 31, 2022	13,611,574	$13,612	2,000	$2	$8,450,722	$(8,909,720)	$(445,384)

F-4

CORDIA CORPORATION
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For the three months ended	For the three months ended
	March 31,	March 31,
	2022	2021
Cash Flows from Operating Activities
Net income (loss)	$(57,769)	$(4,376)
Adjustments to reconcile net loss to net cash used in operating activities
Interest expense - debt issuance costs	28,682	-
Interest expense - warrants	16,334	-
General and administrative	(338)
Changes in operating assets and liabilities
Prepaid expenses	-	(4,292)
Accounts payable and accrued liabilities	8,800	(3,200)
Net Cash Used in Operating Activities	(4,291)	(11,868)
Cash Flows from Financing Activities
Preferred shares	340
Notes payable - net changes	(7,462)	9,050
Net Cash Provided by Financing Activities	(7,122)	9,050
Net Change in Cash	(11,413)	(2,818)
Cash and Cash Equivalents - Beginning of period	24,637	3,035
Cash and Cash Equivalents - End of period	$13,224	$217

F-5

CORDIA CORPORATION

CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)


	Common Stock				Preferred Shares				Paid In		Accumulated
	# of Shares		Amount		# of Shares		Amount		Capital		Deficit			TOTALS

Balance - December 31, 2021		13,611,574	$	13,612		-	$	-	$	8,450,384	$	(8,851,951	)	$	(387,955	)
Issuance of preferred shares		-		-		2,000		2		338		-			340
Net income (loss)		-		-		-		-		-		(181,911	)		(181,911	)

Balance - June 30, 2022		13,611,574	$	13,612		2,000	$	2	$	8,450,722	$	(9,033,862	)	$	(569,526	)

F-1

CORDIA CORPORATION

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the six months ended			For the six months ended
	June 30,			June 30,
	2022			2021

Cash Flows from Operating Activities
Net income (loss)	$	(181,911	)	$	(36,673	)

Adjustments to reconcile net loss to net cash used in operating activities
Interest expense - debt issuance costs		58,081			-
Interest expense - warrants		32,850			-
General and administrative		(338	)

Changes in operating assets and liabilities
Accounts payable and accrued liabilities		81,630			(2,900	)

Net Cash Used in Operating Activities		(9,688	)		(39,573	)

Cash Flows from Financing Activities
Preferred shares		340
Notes payable - net changes		(15,262	)		36,638

Net Cash Provided by Financing Activities		(14,922	)		36,638

Net Change in Cash		(24,610	)		(2,935	)

Cash and Cash Equivalents - Beginning of period		24,637			3,035

Cash and Cash Equivalents - End of period	$	27		$	100

F-1

CORDIA CORPORATION

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2022 AND ~~MARCH~~JUNE 3130, 2021

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 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’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’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 $89,~~909~~033,~~720~~862 as of ~~March~~June 3130, 2022. 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 December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendment simplifies the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification (“ASC”) 740, Income Taxes. It also clarifies certain aspects of the existing guidance to promote more consistent application, among other things. The guidance was implemented January 1, 2021 and there was no impact on the condensed consolidated financial statements.

In 2020, the Financial Accounting Standards Board issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly change the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. The pronouncement will be effective for public business entities that are SEC smaller reporting company filers in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early application of the guidance will be permitted for all entities for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the standard during fiscal 2021.

From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of ASUs. Unless otherwise discussed, the Company believes that the recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on its consolidated financial statements upon adoption.

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.

- 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.

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.

F-73

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 December 31, 2021 and 2020, respectively, there was $Nil of unrecognized expense related to non-vested stock-based compensation arrangements granted. There have been nil and 900,000 options granted during the year ended December 31, 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~~2022 and ~~2020~~2021, 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.

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.

Earnings ~~Per~~per Share

Net income (loss) per share is calculated in accordance with ASC 260, Earnings ~~Per~~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.

F-84

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2021 and December 31, 2020 respectively. Due to net operating losses, there is no presentation of dilutive earnings per share, as it would be anti-dilutive.

As of December 31, 2021, 900,000 options (2020: 900,000) were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been 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 Lyons Capital Inc. are unsecured, and bear interest at the annual rate of 6%. The loan due date has been extended to ~~August~~November 1, 2022.

On July 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~~182 with a discount of $68,~~181.82~~182 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 iswas due July 2022. No common stock has been issued to date.

4. SHARE-BASED PAYMENT ARRANGEMENTS

A. 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 Black-Sholes formula 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-95

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

SCHEDULE OF VALUATION OF STOCK WARRANTS

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.

Stock Options

As stated in Note 6, in December 2021, the Company issued stock options for a total of 900,000 shares of restricted common shares with exercise price of $1.00 per share.

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

Risk-free interest rate	0.09%
Life of warrant	5 years
Expected stock price volatility	138%
Expected dividend yield	$0.0

SCHEDULE OF VALUATION OF STOCK OPTIONS

Risk-free interest rate		0.09	%
Life of warrant		5 years
Expected stock price volatility		138	%
Expected dividend yield	$	0.0

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 ~~March~~June 3130, 2022 and December 31, 2021:

Description	2022	2021
Net operating loss carry forward	$ 8,640,420	$ 8,582,651
Valuation allowance	(8,640,420)	(8,281,740)
Total	$ -	$ -

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

As of March 31, 2022, 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%.

Description	2022			2021

Net operating loss carry forward	$	9,033,862		$	8,582,651
Valuation allowance		(9,033,862	)		(8,582,651	)
Total	$	-		$	-

6As of June 30, 2022, the Company expected no net deferred tax assets to be recognized, resulting from net operating loss carry forwards.~~LICENSE~~ ~~AGREEMENTS~~ Deferred tax assets were offset by a corresponding allowance of 100%.

6. 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.

F-106

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.

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.

7. STOCKHOLDERS’ EQUITY

The Company is authorized to issue 105,000,000 shares of common stock, $0.001 par value, and 2,000 shares of Series D preferred stock, $0.001 par value. The preferred stock may be issued in series with such designations, preferences, stated values, rights, qualifications or limitations as determined solely by the Company’s Board.

On January 27, 2022, the Company issued an aggregate of 2,000 fully vested shares of Series D preferred stock at the price of $0.17 per share, representing the closing market price on that date to its Chief Executive Officer and Chief Financial Officer to partially offset certain cash compensation.

8. 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.

F-117

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

Forward looking statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Shareholders are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, our ability to fully establish our proposed websites and our ability to conduct business with Palm, Inc. and be successful in selling products. Although we believe the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking.

GENERAL

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related footnotes as well as risk factors for the year ended December 31, 2021 included in our Annual Report on Form 10-K. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

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. The company is also developing a network of third party restaurants to license menus from the company.

We have entered into license agreements with three celebrities Carmen Electra, Holly Sonders, and Denise Richards. The agreement with Carmen Electra and Denise Richards are in default for nonpayment. 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.

Results of Operations for the ~~Three~~Six Months Ended ~~March~~June 3130, 2022 compared to the ~~Three~~Six Months Ended ~~March~~June 3130, 2021

We had $0 of revenue for the ~~three~~six months ended ~~March~~June ~~31,~~30 2022 compared to $207 in revenue for the ~~three~~six months ended ~~March~~June 3130, 2021. The decrease in revenue was due to the decision to discontinue operations of our physical restaurant.

Cost of product sales for the ~~three~~six months ended ~~March~~June 3130, 2022 was $0 compared to $0 for the ~~three~~six months ended ~~March~~June 3130, 2021.

Professional fees for the ~~three~~six months ended ~~March~~June 3130, 2022 was $017,300 compared to $~~700~~9,740 for the ~~three~~six months ended ~~March~~June 3130, 2021. The change in professional fees was due to ~~lower~~higher legal and accounting expenses.

General and administrative expenses for the ~~three~~six months ended ~~March~~June 3130, 2022 was $24,~~012~~927 compared to $311,~~583~~540 for the ~~three~~six months ended ~~March~~June 3130, 2021. The decrease in general and administrative expenses was primarily due to suspension of on -premise dining.

Cash Flows

Operating Activities

Net cash used in operating activities for the ~~three~~six months ended ~~March~~June 3130, 2022 amounted to ($49,~~291)~~688 and net cash used in operating activities for the ~~three~~six months ended ~~March~~June 3130, 2021 amounted to ($1139,~~868)~~573. This includes a net loss from continuing operations of approximately $~~(12~~181,~~753)~~911 for the ~~three~~six months ended ~~March~~June 3130, 2022 and $436,~~076~~673 for the ~~three~~six months ended ~~March~~June 3130, 2021.

164

Investing Activities

None

Financing Activities

Net cash used by financing activities amounted to $714,~~122~~922 for the ~~three~~six months ended ~~March~~June 3130, 2022 and net cash provided by financing activities amounted to $936,~~050~~638 for the ~~three~~six months ended ~~March~~June 3130, 2021.

Liquidity and Capital Resources

The 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.

The 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. The ability of the Company to 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.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. 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 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.

Off-balance sheet arrangements

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure 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. Management has determined present controls and procedures are inadequate and will work to install improved controls and procedures.

PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

From time to time, we may be subject to litigation and claims arising in the ordinary course of business. 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.~~

proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

ITEM 1A Risk Factors

An investment in 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.

Risk Factors Related to the Business of the Company

Our independent registered 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.

Our financial statements as of December 31, ~~2022~~2021 have been prepared under the assumption that we will continue as a going concern for the next twelve months. Our independent registered public accounting firm included in its opinion for the year ended December 31, ~~2022~~2021 an explanatory paragraph referring to our recurring losses from operations and expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity or debt financing, reduce expenditures and to generate significant revenue. Our financial statements as of December 31, ~~2022~~2021 did not include any adjustments that might result from the outcome of this uncertainty. The reaction of investors to the inclusion of a going concern statement by our auditors, and our potential inability to continue as a going concern, in future years could materially adversely affect our share price and our ability to raise new capital or enter into strategic alliances. Furthermore, we also could be required to seek funds through arrangements with collaborative partners or otherwise that may require us to relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us.

If we fail to obtain the capital necessary to fund our operations, we will be unable to continue our operations and you will likely lose your entire investment.

We will need to continue to seek capital from time to time to continue to execute our business plan. Our business or operations may change in a manner that would consume available funds more rapidly than anticipated and substantial additional funding may be required to maintain operations, fund expansion, develop new or enhanced products, acquire complementary products, business or technologies or otherwise respond to competitive pressures and opportunities. Several of our agreements are presently in default. In addition, we may need to accelerate the growth of our sales capabilities beyond what is currently envisioned, and this would require additional capital. However, we may not be able to secure funding when we need it or on favorable terms.

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

Even if we can raise additional funding, we may be required to do so on terms that are dilutive to you.

The capital markets have been unpredictable in the recent past. The amount of capital that a company such as ours is able to raise often depends on variables that are beyond our control. As a result, we may not be able to secure financing on terms attractive to us, or at all. If we are able to consummate a financing arrangement, the amount raised may not be sufficient to meet our future needs. If adequate funds are not available on acceptable terms, or at all, our business, including our results of operations, financial condition and our continued viability will be materially adversely affected.

Widespread health developments, including the recent global COVID-19 pandemic, could materially and adversely affect our business, financial condition and results of operations.

Our business has been, and may continue to be, impacted by the fear of exposure to or actual effects of the COVID-19 pandemic in countries where we operate or our customers are located, such as recommendations or mandates from governmental authorities to 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:

·Significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other restrictions, store or restaurant closures, or financial hardship, shifts in demand away from one or more of our higher priced products to lower priced products, or stockpiling or similar activity, reduced options for marketing and promotion of products or other restrictions in connection with the COVID-19 pandemic; if prolonged, such impacts can further increase the difficulty of operating our business, including accurately planning and forecasting; 6

~~·Inability~~from togovernmental ~~meet~~authorities ~~our consumers' and customers' needs and achieve costs targets due~~ to ~~disruptions~~close inbusinesses, ~~our~~limit ~~manufacturing~~travel, ~~and~~avoid ~~supply~~large ~~arrangements~~gatherings ~~caused by the loss~~ or ~~disruption~~to ofself-quarantine, ~~essential~~as ~~manufacturing~~well ~~and supply elements such~~ as ~~raw~~temporary ~~materials~~closures or ~~purchased~~decreased ~~finished~~operations ~~goods,~~of ~~logistics,~~the ~~reduction~~facilities ~~or loss~~ of ~~workforce~~our ~~due~~customers, todistributors ~~the insufficiency~~ or ~~failure~~suppliers. ofThese ~~our~~impacts ~~safety protocols~~include, orbut ~~other~~are ~~manufacturing~~not ~~and~~limited ~~supply capability;~~ to:

~~·Failure~~● ofSignificant ~~third~~reductions ~~parties~~in ondemand ~~which~~or wesignificant ~~rely,~~volatility ~~including~~in demand for one or more of our ~~suppliers~~products, ~~bottlers,~~which ~~distributors,~~may ~~contract~~be ~~manufacturers,~~caused ~~contractors~~by, ~~commercial~~among ~~banks~~other ~~and~~things: ~~external~~the ~~business~~temporary ~~partners,~~inability of consumers to ~~meet~~purchase ~~their~~our ~~obligations~~products due to usillness, quarantine or toother ~~timely~~restrictions, ~~meet~~store ~~those~~or ~~obligations~~restaurant closures, or ~~significant~~financial ~~disruptions~~hardship, shifts in ~~their~~demand ~~ability~~away from one or more of our higher priced products to dolower sopriced products, ~~which~~or ~~may~~stockpiling beor ~~caused~~similar byactivity, ~~their~~reduced ~~own~~options ~~financial~~for marketing and promotion of products or ~~operational~~other ~~difficulties~~restrictions in connection with the COVID-19 pandemic; or if prolonged, such impacts can further increase the difficulty of operating our business, including accurately planning and forecasting;

~~·Significant~~● ~~changes~~Inability into ~~the~~meet ~~conditions~~our inconsumers’ ~~markets~~and incustomers’ ~~which~~needs weand ~~manufacture,~~achieve ~~sell~~costs ortargets ~~distribute~~due ~~our~~to ~~products,~~disruptions ~~including~~in ~~quarantines,~~our ~~governmental~~manufacturing orand ~~regulatory~~supply ~~actions,~~arrangements ~~closures~~caused orby ~~other~~the ~~restrictions~~loss ~~that limit~~ or ~~close~~disruption ~~our~~of ~~operating~~essential manufacturing and ~~manufacturing~~supply ~~facilities,~~elements ~~restrict~~such ~~our~~as ~~employees'~~raw ~~ability~~materials toor ~~perform~~purchased ~~necessary~~finished ~~business~~goods, ~~functions~~logistics, ~~restrict~~reduction or ~~prevent~~loss ~~consumers~~of ~~from~~workforce ~~having~~due ~~access~~ to ~~our~~the ~~products,~~insufficiency or ~~otherwise~~failure ~~prevent~~of our ~~third-party~~safety ~~bottlers~~protocols, ~~distributors, partners, suppliers,~~ or ~~customers~~other ~~from~~manufacturing ~~sufficiently staffing operations, including operations necessary for the production, distribution, sale,~~ and ~~support~~supply ~~of our products.~~ capability;

●

Failure of third parties on which we rely, including our suppliers, bottlers, distributors, contract manufacturers, contractors, commercial banks and external business partners, to meet their obligations to us or to timely meet those obligations, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties; or

●

Significant changes in the conditions in markets in which we manufacture, sell or distribute our products, including quarantines, governmental 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.

All of these impacts 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.

A potential decline in the consumption of the products we sell could have a material adverse effect on our business.

Our 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.

We face significant competition which could adversely affect our business.

The restaurant industry is highly competitive. We face competition from numerous local independent restaurants, national chains, and other food delivery brands. Many competitors have greater financial, technical, marketing and public relations resources.

Our business depends on the effectiveness of our advertising and marketing programs, including the strength of our social media presence, to attract and retain members and 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 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.

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.

We may engage in strategic transactions that fail to enhance shareholder value.

From time to time, we may consider possible strategic transactions, including the potential acquisitions or licensing of products or technologies or acquisition of companies, and other alternatives with the goal of maximizing shareholder value. We may never complete a strategic transaction, and in the event that we do complete a strategic transaction, implementation of such transactions may impair shareholder value or otherwise adversely affect our business. There can be no assurance that our acquisitions will perform as expected in the future. For example, we may be unable to successfully integrate the operations of and/or the acquired assets of the businesses we acquire into our operations and 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.

We may not be successful in hiring and retaining key employees, including executive officers.

Our future operations and successes 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.

We are subject to cybersecurity risks.

Cybersecurity risks and 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 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.

Risks Related To Our Common stock

The market price of our common stock may be volatile and may be affected by market conditions beyond our control.

The market price of our common stock is subject to significant fluctuations in response to, among other factors:

·● variations in our operating results and market conditions specific to companies in our industry;

·● changes in financial estimates or recommendations by securities analysts;

·● announcements of innovations or new products or services by us or our competitors;

·● the emergence of new competitors;

·● operating and market price performance of other companies that investors deem comparable;

·● changes in our board or management;

·● sales or purchases of our common stock by insiders;

·● commencement of, or involvement in, litigation;

·● changes in governmental regulations; and

·● general economic conditions and slow or negative growth of related markets.

In addition, if the market for stocks in our industry or the stock market in general, 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.

Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.

We expect that significant additional capital will be needed in the future to continue our planned operations, including continuing activities as an operating public company. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

Financial 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.

As a publicly traded company we incur significant legal, accounting and other expenses. The obligations of being a public company in the 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 rules 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 effective disclosure and financial controls and procedures, 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.

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.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as 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 (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

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.

The broker or dealer must also deliver, prior to 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 transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We have no independent directors, no board committees. This may hinder our board of directors’ effectiveness in fulfilling the typical functions of a board and of committees thereof.

Currently, we have no independent directors, nor do we have an audit committee, compensation committee or nominating and corporate governance committee at this time. An independent board and audit committees, compensation committees and nominating and corporate governance committees with independent directors play a crucial role in the corporate governance process, assessing a company’s processes relating to its risks and control environment, overseeing 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 difficulty attracting and 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. In addition, our sole director is not a “financial expert”.

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 difficulty attracting and 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. In addition, our sole director is not a “financial expert”.

We 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 currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the increase, if any, of our share price.

Our Articles of Incorporation, as amended (“Articles of Incorporation”), our Restated Bylaws, and Nevada law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.

Our Articles of Incorporation, Bylaws, and Nevada law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. We are authorized to issue up to ~~100~~105,000,000 shares of common stock.

Provisions of our Articles of Incorporation, our Bylaws and Nevada law also could have the effect of discouraging potential acquisition proposals or making a tender offer 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 s to replace or remove our management. In particular, the Articles of Incorporation, our Bylaws and Nevada law, as applicable, among other things:

·● provide the board of directors with the ability to alter the Bylaws without stockholder approval; and

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

Our shareholder, ~~Peter~~Ira ~~Klamka~~Dennis II, owns all of our Series D preferred stock and is in a position to control all aspects of our company.

Accordingly, this shareholder will be able to exert significant influence over the direction of our affairs and business, including any determination with respect to our acquisition or disposition of assets, future issuances of common stock or other securities, and the election or removal of directors. Such a concentration of ownership may also have the effect of delaying, deferring, or preventing a change in control of the Company or cause the market price of our stock to decline. Notwithstanding the exercise of their fiduciary duties by the directors and executive officers and any duties that such other stockholder may have to us or our other stockholders in general, these persons may have interests different than yours.

We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements.

In connection with the audit of our consolidated financial statements as of and for the year ended December 31, ~~2022~~2021, 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.

Specifically, we identified a material 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.~~

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.

ITEM 2 Unregistered Sales of Equity Securities

~~We sold 2,000 shares of Preferred Stock to our CEO for $340.~~ None

ITEM 3 Defaults Upon Senior Securities

None.

ITEM 4 Mine Safety Disclosures

Not applicable.

ITEM 5 Other Information

None.

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ITEM 6 Exhibits

(a) Exhibits

Exhibit No.		Description of Exhibits
3.5		Amendment to Certificate of Incorporation dated ~~January 25, 2022~~
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		Inline XBRL Instance Document
101.SCH		Inline XBRL Schema Document
101.CAL		Inline XBRL Calculation Linkbase Document
101.DEF		Inline XBRL Definition Linkbase Document
101.LAB		Inline XBRL Labels Linkbase Document
101.PRE		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	Cordia Corporation
Dated: July 12, 2022	By:	/s/ Peter Klamka
Dated: October 17, 2022	By	/s/ Smit Shah
		Peter Klamka
		Smit Shah
	Its:	Chief Executive Officer and Chief Financial Officer

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