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 June 30, 2019

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

For the transition period from ____________________ to ____________________

Commission File Number 000-55807

AEDAN FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

TULIP GROVE ACQUISITION CORPORATION

(Former name of registrant as specified in its charter)

Delaware		82-1613709
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1390 Market Street, Suite 200 San Francisco, California		94102
(Address of principal executive offices)		(Zip Code)

(866) 601-7727

(Registrant’s telephone number, including area code)

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES ☐ NO ☒

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

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

None

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date, 41,460,000 common shares issued and outstanding as of August 8, 2019.

Aedan Financial Corp.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3
Item 4.	Controls and Procedures	4

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	5
Item 1A.	Risk Factors	5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5
Item 3.	Defaults upon Senior Securities	5
Item 4.	Mine Safety Disclosures	5
Item 5.	Other Information	5
Item 6.	Exhibits	6

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon our current assumptions, expectations, and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

Factors that may cause or contribute actual results to differ from these forward-looking statements include, but are not limited to, for example:

●

adverse economic conditions;

●

the Company’s ability to raise capital to fund a portion of its operations;

●

industry competition;

●

the Company’s ability to integrate its acquisitions;

●

the inability to attract and retain qualified senior management and technical personnel; and

●

other risks and uncertainties.

All forward-looking statements speak only as of the date of this Report. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.

These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties, and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our unaudited financial statements included in this Form 10-Q are as follows:

F-1	Interim Unaudited Balance Sheets as of and June 30, 2019 and December 31, 2018

F-2	Interim Unaudited Statements of Operations (Loss) for the Three and Six Months Ended June 30, 2019, and 2018

F-3	Interim Unaudited Statements of Cash Flows for the Six Months Ended June 30, 2019, and 2018

F-4	Interim Unaudited Statements of Changes in Stockholders’ Equity for the Three Months and Six Months Ended June 30, 2019, and 2018

F-5	Notes to Interim Unaudited Financial Statements

Aedan Financial Corporation

Unaudited Balance Sheets

	June 30,			December 31,
	2019			2018

ASSETS
Current assets:
Cash and cash equivalents	$	-		$	1,468
Total current assets		-			1,468
Total assets		-		$	1,468

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Cash overdraft		907
Accounts payable		35,109			11,880
Related party payables		49,096			-
Total current liabilities		85,112			11,880
Total liabilities		85,112			11,880

Commitments and Contingencies					-

Stockholders’ Equity:
Preferred stock, $0.0001 par value 20,000,000 shares authorized; -0- and -0- shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
Common stock, $0.0001 par value 100,000,000 shares authorized; 41,460,000 and 39,480,000 shares issued and outstanding as of June 30, 2019 and December 31 2018, respectively		4,146			3,948
Paid in Capital		154,875			154,875
Retained earnings deficit		(244,133	)		(169,235	)
Total stockholders’ equity		(85,112	)		(10,412	)
Total liabilities and equity	$	-		$	1,468

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

F-1

Aedan Financial Corporation

Unaudited Statements of Operations

	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018


Sales	$	-		$	-		$	-		$	-

Operating expenses:
Rent		236			470			757			470
Administrative expense		3,676			137			6,247			137
Marketing expense		750			-			2,745
Compensation expense		198			508			198			508
Computer expense		862			4,125			2,148			4,474
Travel and entertainment		102			-			1,198			-
Professional fees		9,625			13,935			61,605			34,430
Total operating expenses		15,449			19,175			74,898			40,019
Income (loss) from operations		(15,449	)		(19,175	)		(74,898	)		(40,019	)
Other income (expense)		-			-			-			-
Total other income (expense)		-			-			-			-
Income (loss) before income taxes		(15,449	)		(19,175	)		(74,898	)		(40,019	)
Provision for income taxes (benefit)		-			-			-			-
Net loss	$	(15,449	)	$	(19,175	)	$	(74,898	)	$	(40,019	)

Basic and diluted earnings (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)


Weighted-average number of common shares outstanding:		41,264,176			12,337,802			40,377,017			16,160,166
Basic and diluted

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

F-2

Aedan Financial Corporation

Unaudited Statements of Cash Flows

	June 30,			June 30,
	2019			2018

Cash flows from operating activities of continuing operations:
Net income (loss)	$	(74,898	)	$	(40,019	)
Adjustments to reconcile net loss to cash used in operating activities:
Accounts payable		23,229			1,680
Cash overdraft		906			(249	)
Stock-based compensation		198			508
Accrued liabilities		-			(750	)
Net cash provided by (used in) operating activities		(50,565	)		(38,830	)

Cash flows from investing activities:
Net cash provided by (used in) investing activities					-

Cash flows from financing activities:
Net cash provided by (used in) financing activities
Officer loans		49,096			38,830
		49,096			38,830

Net increase (decrease) in cash and cash equivalents		(1,468	)		-
Cash and cash equivalents at beginning of period		1,468			-
Cash and cash equivalents at end of period	$	-		$	-

Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes

Non-cash investing and financing transactions
Capital contributions from former chief executive officer		-		$	80,110

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

F-3

Aedan Financial Corporation

Unaudited Statements of Changes in Stockholders’ Equity

										Retained			Total
	Common Stock						Paid in			Earnings			Stockholders’
	Shares			Value			Capital			(Deficit)			Equity

Balance, January 1, 2018		20,000,000		$	2,000		$	25,312		$	(70,333	)	$	(43,021	)

Net income (loss)											(20,845	)		(20,845	)
Balance, March 31, 2018		20,000,000			2,000			25,312			(91,178	)		(63,866	)

Share cancellation -due to management change		(19,500,000	)		(1,950	)		1,950						-

New share issuance to new management		5,080,000			508			(508	)					-

Shares issued related party share swap Aedan Inc.		33,900,000			3,390			(3,390	)					-

Capital contributions by former chief executive officer								80,110						80,110

Net income (loss)											(19,174	)		(19,174	)
Balance, June 30, 2018		39,480,000		$	3,948		$	103,474		$	(110,352	)	$	(2,930	)

Balance, January 1, 2019		39,480,000		$	3,948		$	154,875		$	(169,235	)	$	(10,412	)

Net income(loss)											(59,449	)		(59,449	)
Balance, March 31, 2019		39,480,000		$	3,948		$	154,875		$	(228,684	)	$	(69,861	)

Issuance of shares to officers and consultants		1,980,000			198									198

Net income(loss)											(15,449	)		(15,449	)
Balance, June 30, 2019		41,460,000		$	4,146		$	154,875		$	(244,133	)	$	(85,112	)

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

F-4

AEDAN FINANCIAL CORPORATION

Notes to Unaudited Interim Consolidated Financial Statements

June 30, 2019

1. NATURE OF OPERATIONS

Aedan Financial Corp. (formerly Tulip Grove Acquisition Corporation) ( “Aedan”, “AFC” or the “Company”) was incorporated on May 17, 2017, under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Aedan specializes in the field of cybersecurity and firewall technologies. The Company’s primary product is Aedan[safe].

On April 18, 2018, in anticipation of a change in control, the Company filed a Form 8-K announcing the change in its name to Aedan Financial Corp. Simultaneously, the Company canceled an aggregate of 19,500,000 shares of the then 20,000,000 shares of outstanding stock valued at par. On April 19, 2018, the Company issued 5,080,000 shares of its common stock for no consideration. Of these shares, 5,000,000 shares were issued to Eric Fitzgerald, the newly appointed Chief Executive Officer.

On June 20, 2018, the Company entered into an acquisition agreement (the “Acquisition”) with Aedan, Inc. (“AI”), a private company organized under the laws of Delaware. The transaction is intended to qualify as a reorganization under §368(a)(1)(B) of the Internal Revenue Code of 1986, as amended; and was consummated to provide a method for AFC to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

The Company’s accounting year-end is December 31st.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going concern

The Company has not yet generated any revenue since inception to date and has sustained an operating loss of $(74,898) for the six months ended June 30, 2019. The Company had a working capital deficit of ($85,112) and an accumulated deficit of ($244,133) as of June 30, 2019. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its officers as may be required.

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The unaudited consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

F-5

Management’s Representation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited financial statements at December 31, 2018, on the Company’s Form 10-K filed on March 20, 2019, with the SEC.

Basis of presentation

As described above, Aedan Corporation and Aedan Inc. were under the common control of the CEO, and its officers before and after the date of transfer. As a result, the Company adopted the guidance in ASC 805-50-05-5 for the transfer of net assets between entities under common control to apply a method similar to the pooling-of-interests method. Under this method, the financial statements of the Company shall report results of operations for the period in which the transfer occurs as though the transfer of net assets had occurred at the beginning of the period. Results of operations for that period will thus comprise both those of the previously separate entities combined from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period. Similarly, the Company shall present the statements of financial position and other financial information as of the beginning of the period as though the assets and liabilities had been transferred at that date.

The unaudited consolidated financial statements of the Company have been prepared in accordance with GAAP and are expressed in United States dollars. For the six-month period ended June 30, 2019, the consolidated financial statements include the accounts of the Company; and its wholly-owned subsidiary Aedan Inc. which was acquired on June 20, 2018.

Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the six months ended June 30, 2019, not necessarily indicative of the results to be expected for the year ending December 31, 2018.

All intercompany accounts and transactions are eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of 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. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At June 30, 2019, and December 31, 2018, the Company had an overdraft of $906 and cash equivalents totaling, $1,468, respectively.

F-6

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax 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. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Fair value of financial instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited consolidated financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited consolidated financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-7

NOTE 3 – ACCOUNTS PAYABLE

As of June 30, 2019, and December 31, 2018, the Company had accounts payable of $35,109, and $11,880, respectively, comprised primarily of professional fees.

NOTE 4 – RELATED PARTY PAYABLES AND TRANSACTIONS

As of June 30, 2019, and December 31, 2018, the related party loan payable balances were $49,096 and $-0- respectively.

In order to fund its operations, the Company has relied on interest-free demand loans from its founder and former CEO, Eric Fitzgerald. During the six-month period ended June 30, 2018, Mr. Fitzgerald forgave his entire loan balance of $80,110 due from the Company. The Company recorded the forgiveness of $80,110 as a capital contribution with no impact on profit or loss.

NOTE 5 - STOCKHOLDERS’ DEFICIT

On April 18, 2018, 19,500,000 shares of the then 20,000,000 shares of outstanding stock valued at par.

On April 19, 2018, the Company issued 5,080,000 shares of its common stock for no consideration. At the time of issuance, the Company had no operations or business activity. As such, the Company recorded compensation expense on the issuance of these shares calculated at the par value of $0.0001 per share, or $508 in compensation expense.

On June 20, 2018, the Company entered into an acquisition agreement (the “Acquisition”) with Aedan, Inc. (“AI”), a private related company.

The Acquisition was effected by the Company through the exchange of all the issued and outstanding capital stock (25,000 shares) of AI for a total amount of 33,900,000 shares of its common stock, at an aggregate cost basis of $25,000. Since this is a related party transaction, the 25,000 shares were considered canceled.

The Company is authorized to issue 100,000,000 shares of common stock at a par value of $0.0001 and 20,000,000 shares of preferred stock at a par value of $0.0001. No preferred stock has been issued or is outstanding.

On April 10, 2019, the Company issued 1,980,000 to various consultants, officers, and directors. The Company valued these shares at par value of $198.

As of June 30, 2019, and December 31, 2018, the Company had 41,460,000 and 39,480,000 shares, of common stock issued and outstanding, respectively.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

As of June 30, 2019, and December 31, 2018, the Company had no contractual commitments,

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 management has performed an evaluation of subsequent events from June 30, 2019, through the date the financial statements were available to be issued, August 8, 2019, and has determined that there are no items requiring disclosure.

F-8

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

The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with it.

Aedan specializes in the field of cybersecurity and firewall technologies. Our primary product is Aedan[safe]. From over five years of observation and study of various operating systems, antivirus software and hijack prevention methodologies, we believe that Aedan has developed a unique, revolutionary approach to device security.

The Acquisition was effected by the Company through the exchange of all the issued and outstanding capital stock of AI for a total amount of 33,900,000 shares of its common stock, at an aggregate cost basis of $25,000. At the time of the Acquisition, there were four shareholders of the Company who were also officers, directors, and shareholders of Aedan, Inc. prior to the Acquisition and are related parties. AI has become a wholly-owned subsidiary of the Company and the Company has taken over the operations and business plan of AI.

Results of Operations

Results of Operations for the Three and Six Months Ended June 30, 2019, and 2018

Revenues

The Company has not recorded any revenue since inception.

Operating expenses

During the six month periods ended June 30, 2019, and 2018, operating expenses were $74,898 and $40,019 respectively. The increase in operating expenses in the six month period in 2019 compared to the same period in 2018, is primarily attributable to increased professional fees to the expenses associated with becoming a reporting company as well as additional professional fees related to software development.

Liquidity and Financial Condition

For the six periods ended June 30, 2019, and June 30, 2018, net cash used in operating activities was $50,565 and $38,830, respectively. The increase in cash used in the June 30, 2019 period is primarily due to an increase in operating loss of $34,879 offset by an increase in accounts payable of $21,549.

The Company did not have any investing activities for the three and six month periods ended June 30, 2019, and June 30, 2018.

Net cash provided by financing activities for the period ended June 30, 2019, was $49,096 which was all attributable to officer loans compared to $38,830 in the June 2018 period, all of which came from officer loans

As of June 30, 2019, we had a cash overdraft of $906. To date, substantially all of the Company’s funding since inception has come in the form of loans from the Company’s former Chief Executive Officer, Mr. Fitzgerald. Some of these loans were subsequently forgiven.

There can be no assurances the Company will be successful or that the Company will receive additional loans from Mr. Fitzgerald.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant 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 stockholders.

Critical Accounting Estimates

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare the financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Form 10-K for the year ended December 31, 2018, Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of June 30, 2019 at reasonable assurance levels.

Inherent Limitations – Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

We believe that our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the period presented herein.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the last quarterly period covered by this report that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

Management is aware that certain current and prior blank check companies of which Messrs. Cassidy and McKillop, the officers and directors during the period covered by this report, were the former officers and directors have received subpoenas for documents in regard to an inquiry by the Securities and Exchange Commission requesting documentation regarding the transactions and filings for the past five years and former share ownership of certain blank check companies.

The former management of the Company has also received subpoenas from the Securities and Exchange Commission in regard to certain of the transactions and filings for the past five years of certain of its blank check companies. Management has no independent knowledge or information as to the intent or purpose of such subpoenas but believes the SEC is investigating whether the change in control transaction is considered a sale of a security and if so whether a broker needs to be used to affect the transaction.

Item 1A. Risk Factors

Not applicable

Trends, Risks, and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all such risk factors before making an investment decision with respect to our common shares.

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

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

(a) Not applicable.

(b) Item 407(c)(3) of Regulation S-K:

During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

Item 6. Exhibits

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1		Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

/s/ Eric Fitzgerald	Chairman of the Board of Directors	August 19, 2019
Eric Fitzgerald

/s/ Ivan Funtov	Chief Executive Officer, Secretary	August 19, 2019
Ivan Funtov	(Principal Executive Officer)

/s/ Alexander Vertelka	Chief Financial Officer	August 19, 2019
Alexander Vertelka	(Principal Financial and Accounting Officer)

Aedan Financial Corp 10-Q